10-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý	Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For The Period from March 5, 2003 (inception) to December 31, 2003
or
o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 333-103799

Inland Western Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization)	42-1579325 (I.R.S. Employer Identification Number)
2901 Butterfield Road, (Address of principal executive office)	Oak Brook, Illinois 60523 (Zip Code)
Registrant's telephone number, including area code: 630-218-8000 Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Name of each exchange on which registered:
None	None
Securities registered pursuant to Section 12(g) of the Act:

Title of each class:

None

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

        The aggregate market value of the registrant's common stock held by non-affiliates of the registrant as of June 30, 2003 (the last business day of the registrant's most recently completed second fiscal quarter) was $0. Shares of the registrant's common stock held by each executive officer and director and by each person who owns 10% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

        Indicate by a checkmark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule of 1934 in 12b-2) o Yes     ý    No

        As of February 13, 2004, there were 31,435,414 shares of common stock outstanding.

        Documents Incorporated by Reference: Portions of the Registrant's proxy statement for the annual shareholders meeting to be held in 2003 are incorporated by reference in Part III.

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

TABLE OF CONTENTS

	Part I	Page
Item 1.	Business	3
Item 2.	Properties	7
Item 3.	Legal Proceedings	8
Item 4.	Submission of Matters to a Vote of Security Holders	8
	Part II
Item 5.	Market for Registrant's Common Equity and Related Stockholder Matters	9
Item 6.	Selected Financial Data	12
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7(a)	Quantitative and Qualitative Disclosures About Market Risk	26
Item 8.	Consolidated Financial Statements and Supplementary Data	27
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
Item 9(a)	Controls and Procedures	49
	Part III
Item 10.	Directors and Executive Officers of the Registrant	50
Item 11.	Executive Compensation	53
Item 12.	Security Ownership of Certain Beneficial Owners and Management	53
Item 13.	Certain Relationships and Related Transactions	53
Item 14.	Principal Accountant Fees and Services	53
	Part IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K	53
	SIGNATURES	57

2

PART I

Item 1.    Business

General

        Inland Western Retail Real Estate Trust, Inc. was formed on March 5, 2003 to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. The advisory agreement provides for Inland Western Retail Real Estate Advisory Services, Inc. or the advisor, our affiliate, to be our advisor. On September 15, 2003, we commenced an initial public offering or offering of up to 250,000,000 shares of common stock or shares at $10 each and the issuance of 20,000,000 shares at $9.50 each, which may be distributed pursuant to our distribution reinvestment program. As of December 31, 2003, we had received $200,000 for 20,000 shares from our advisor.

        We provide the following programs to facilitate investment in our shares and to provide limited liquidity for our stockholders.

        We allow stockholders who purchase shares in our offering to purchase additional shares from us by automatically reinvesting distributions through the distribution reinvestment program or DRP, subject to certain share ownership restrictions. Such purchases under the DRP are not subject to selling commissions or the marketing contribution and due diligence expense allowance, and are made at a price of $9.50 per share.

        We will repurchase shares under the share repurchase program or SRP, if requested, at least once quarterly on a first-come, first-served basis, subject to certain restrictions. Subject to funds being available, we will limit the number of shares repurchased during any calendar year to 5% of the weighted average number of shares outstanding during the prior calendar year. Funding for the SRP will come exclusively from proceeds that we receive from the sale of shares under the DRP and such other operating funds, if any, as our board of directors, at its sold discretion, may reserve for this purpose. The board, at its sole discretion, may choose to terminate the share repurchase program after the end of the offering period, or reduce the number of shares purchased under the program, if it determines that the funds allocated to the SRP are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a declared distribution. A determination by the board to eliminate or reduce the share repurchase program will require the unanimous affirmative vote of the independent directors.

        As of December 31, 2003, subscriptions for a total of 18,718,092 shares had been received from the public, which include the 20,000 shares issued to our advisor. In addition, we distributed 19,049 shares pursuant to the DRP as of December 31, 2003. As a result of such sales, we received a total of $187,327,251 of gross offering proceeds as of December 31, 2003. The advisor has guaranteed payment of all public offering expenses (excluding selling commissions, the marketing contribution and the due diligence expense allowance) in excess of 5.5% of the gross offering proceeds from the offerings or all organization and offering expenses (including selling commissions) which together exceeds 15% of the gross offering proceeds. As of December 31, 2003, organizational and offering costs totaling $22,144,814 did not exceed these limitations.

Description of Business

        As of December 31, 2003, we owned a portfolio of eight properties. The properties are located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma and Texas. At December 31, 2003, the portfolio consisted of five shopping centers and three free-standing single-user retail buildings containing an aggregate of approximately 797,000 square feet of gross leasable area or GLA, of which approximately 98% of GLA was leased.

        Our headquarters are located at 2901 Butterfield Road, Oak Brook, Illinois 60523 and our telephone number is (630) 218-8000.

Acquisition Strategies

        We intend to acquire and manage a diversified (by geographical location and by type and size of retail centers) portfolio of real estate primarily improved for use as retail establishments, principally multi-tenant shopping centers. The retail centers we intend to acquire would be located primarily in states west of the Mississippi River in the United States, our primary geographical area of interest, however, we may purchase properties east of the Mississippi River in the United States. Our portfolio will consist predominantly of grocery and discount store anchored retail, including net lease retail. We may acquire certain mixed use properties that

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may include lodging, office and/or multi-family residential if they are part of a retail center. And, we may also acquire other types of retail shopping centers, such as enclosed malls, outlet malls and power centers. We also anticipate acquiring real estate improved with other commercial facilities which provide goods and services as well as double or triple net leased properties, which are either commercial or retail, including properties acquired in sale and leaseback transactions.

        During 2003, we purchased eight properties, of which five were not located in our primary geographical area of interest. We purchased these five properties because we had the unique opportunity to take advantage of an affiliate of our advisor's mature acquisition pipeline of properties located east of the Mississippi River. Our strategy in purchasing these properties, as these properties were otherwise acceptable acquisition targets, was to deploy stockholders funds promptly and generate income for us as early as possible.

        Our goal is to purchase properties primarily west of the Mississippi River and evaluate potential acquisition opportunities of properties east of the Mississippi River on a property by property basis taking into consideration investment objectives. As of February 13, 2004 we have purchased five additional properties located in the states of California, Texas, and Utah.

        When acquiring a property, in order to ascertain the value of an investment property, we take into consideration many factors which require difficult, subjective, or complex judgments to be made. These judgments require us to make assumptions when valuing each investment property. Such assumptions include projecting vacancy rates, rental rates, property operating expenses, capital expenditures, and debt financing rates, among other assumptions. The capitalization rate is also a significant driving factor in determining the property valuation which requires judgment of factors such as market knowledge, historical experience, length of leases, tenant financial strength, economy, demographics, environment, property location, visibility, age, and physical condition, and investor return requirements, among others. Furthermore, at the acquisition date, we require that every property acquired is supported by an independent appraisal. All of the aforementioned factors are taken as a whole in determining the valuation.

        Key elements of our acquisition strategy include:

•

Selectively acquiring diversified and well-located properties of the type described above.



•

Acquiring properties, in most cases, on an all-cash basis to provide us with a competitive advantage over potential purchasers who must secure financing. We may, however, acquire properties subject to existing indebtedness if we believe this is in our best interest. We intend to obtain mortgage financing concurrently or subsequent to the purchase.



•

Diversifying geographically within the primary geographical area of interest by acquiring properties primarily located in major consolidated metropolitan statistical areas, in order to minimize the potential adverse impact of economic downturns in certain markets.

Operating Strategies

        Key elements of our operating strategy include:

•

Actively managing costs and minimizing operating expenses by centralizing all management, leasing, marketing, financing, accounting, renovation and data processing activities.



•

Improving rental income and cash flow by aggressively marketing rentable space.



•

Emphasizing regular maintenance and periodic renovation to meet the needs of tenants and to maximize long-term returns.



•

Maintaining a diversified tenant base at our retail centers, consisting primarily of retail tenants providing consumer goods and services.

Investment Objectives

        Our investment objectives are: (i) to make regular distributions to our stockholders; (ii) to provide a hedge against inflation by entering into leases which contain clauses for scheduled rent escalations or participation in the growth of tenant sales, permitting us to increase distributions and realize capital appreciation; and (iii) to preserve stockholders' capital. It is our policy to acquire properties primarily for income, as distinguished from primarily for possible capital gain. There can be no assurance that these objectives will be met.

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Financing Strategy

        Generally, we intend to acquire properties free and clear of permanent mortgage indebtedness by paying the entire purchase price of each property in cash. However, if it is determined to be in our best interest, we will, in certain instances, incur indebtedness to acquire properties. With respect to properties purchased on an all-cash basis, we may later incur mortgage indebtedness by obtaining loans secured by selected properties, if favorable financing terms are available. The proceeds from such loans would be used to acquire additional properties. We may also incur indebtedness to finance improvements to our properties. We anticipate that, in general, aggregate financings secured by all of our properties will not exceed 55% of their combined fair market value. Our articles of incorporation provide that the aggregate amount of borrowing, in relation to our net assets, shall not, in the absence of a satisfactory showing that a higher level of borrowing is appropriate, exceed 300% of net assets. Any excess in borrowing over 300% of net assets shall be approved by a majority of our independent directors, and be disclosed to stockholders in our next quarterly report to stockholders, along with justification for such excess. Our board of directors adopted a policy to delegate to management the ability to obtain unsecured general financing facilities up to $100,000,000 without prior approval by the board of directors. These facilities would then be matched with specific properties, which would secure the amounts due under the specific financings. There can be no assurances that these objectives will be met.

Developments During the 2003 Fiscal Year

        During 2003, we invested approximately $127,195,000 for the acquisition of five shopping centers and three single-user retailer facilities purchased containing a total gross leasable area of approximately 797,000 square feet. See Item 2 for a more detailed description of these properties.

Tax Status

        We qualified and have elected to be taxed as a real estate investment trust or REIT under Sections 856 through 860 of the Internal Revenue Code of 1986 or the Code for the tax year ending December 31, 2003. Since we qualify for taxation as a REIT, we generally will not be subject to Federal income tax to the extent we distribute at least 90% of our REIT taxable income to shareholders. If we fail to qualify as a REIT in any taxable year, we will be subject to Federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on its income and property and to Federal income and excise taxes on our undistributed income.

Competition

        In seeking new investment opportunities, we compete with other real estate investors, including pension funds, insurance companies, foreign investors, real estate partnerships, other real estate investment trusts, private individuals and other domestic real estate companies, some of which have greater financial resources than we do. With respect to properties presently owned or to be owned by us, we compete with other owners of like properties for tenants. There can be no assurance that we will be able to successfully compete with such entities in developing, acquiring, and leasing activities in the future.

        Retail property owners compete with numerous alternatives in seeking to attract retail tenants, at the same time, retailers themselves face increasing competition from discount shopping centers, outlet malls, strip, power and lifestyles centers, discount warehouse clubs, direct mail, internet sales and telemarketing.

Business Risks

        The retail sector has remained relatively stable as a result of sustained consumer spending, which has helped maintain retail sales growth despite the national economic recession, September 11th and subsequent terrorist threats and the Iraqi war. A modest pace of new retail construction, and the expansion strategy of some retailers, who are renting more space to maintain market share and revenue growth and offset declining same store sales has also contributed to the stability. Further evidence of the retail sector's resiliency is provided by 2003 holiday sales estimated by The International Council of Shopping Centers to be approximately a 4.2% average increase in same store holiday sales for 2003.

        While sustained consumer spending, spurred by low interest rates, has helped to maintain retail sales growth, changing demographics and consumer preferences have resulted in a fundamental shift in consumer spending patterns and the emergence of discount retail as a dominant category. Today almost 75% of general merchandise

5

sales occur at a discount department store or a warehouse club/supercenter. As a result of this trend, some conventional department stores are struggling and a number of local, regional and national retailers have been forced to voluntarily close their stores or file for bankruptcy protection. None of these conventional retailers are tenants in properties we currently own. Some bankrupt retailers have reorganized their operations and/or sold stores to stronger operators. In some instances, bankruptcies and store closings may create opportunities to lease space at higher rents to tenants with better sales performance. Therefore, we do not expect store closings or bankruptcy reorganizations to have a material impact on our consolidated financial position or the results of our operations.

        We believe our risk exposure to potential future downturns in the economy is mitigated because the tenants at our current and targeted properties, to a large extent, consist or will consist of: 1) retailers who serve primary non-discretionary shopping needs, such as grocers and pharmacies; 2) discount chains that can compete effectively during an economic downturn; and 3) national tenants with strong credit ratings who can withstand a downturn. We believe that the diversification of our current and targeted tenant base and our focus on creditworthy tenants further reduces our risk exposure.

        Revenue from the properties depends on the amount of the tenants' retail revenue, making us vulnerable to general economic downturns and other conditions affecting the retail industry. Some of the leases provide for base rent plus contractual base rent increases. A number of the leases also include a percentage rent clause for additional rent above the base amount based upon a specified percentage of the sales the tenant generates. As of December 31, 2003, no tenant leases paid percentage rent. Under those leases which contain percentage rent clauses, the revenue from tenants may increase as the sales of the tenant increases.

        All real property investments are subject to some degree of risk. We are subject to risks existing due to a concentration of any single tenant within the portfolio. Currently, the largest tenant is BJ's Wholesale Club, which has one lease which represents approximately 115,396 square feet, or approximately 5.3% of the total gross leasable area owned by us as of February 13, 2004. The annualized base rental income of this lease is approximately $662,000, or approximately 2.2% of the total annualized base rental income, based on our Company's portfolio of properties as of February 13, 2004.

        The loss of an anchor tenant or a major tenant or their inability to pay rent could have an adverse effect on our business.

Employees

        As of December 31, 2003, we did not have any direct employees.

Financial Information About Industry Segments

        We are in the business of owning, managing, operating, leasing, acquiring, developing, and investing in shopping centers and free-standing properties. We internally evaluate each property individually as a segment.

Access to Company Information

        We will electronically file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports with the Securities and Exchange Commission (SEC). The public may read and copy any of the reports that are filed with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at (800)-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically.

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Item 2.    Properties

        As of December 31, 2003, through wholly owned separate limited liability companies, we have acquired fee ownership of five shopping centers and three free standing single-user retail buildings containing an aggregate of approximately 797,000 gross leasable square feet located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma and Texas.

Property	Gross Leasable Area (Sq Ft)	Date Acquired	Year Built/ Renovated	Amount of Mortgages Payable at 12/31/03		No. of Tenants as of 12/31/03	Major Tenants
Darien Commons Darien, IL	223,876	12/03	1994		16,500,000	15	Home Depot Circuit City PETsMART
Eckerd Drug Store Edmund, OK	13,824	12/03	2003		—	1	Eckerd Drug Store
Eckerd Drug Store Norman, OK	13,824	12/03	2003		—	1	Eckerd Drug Store
Newnan Crossing Newnan, GA	131,196	12/03	1999		—	8	BJ's Wholesale Club
Park Place Plano, TX	116,300	10/03	2001		13,127,000	12	Bed, Bath & Beyond Michaels Office Max Walgreens
Pavilion at King's Grant Concord, NC	79,009	12/03	2002/2003/		—	6	Toys R Us
Shaw's Supermarket New Britain, CT	65,658	12/03	1995		—	1	Shaw's Supermarket
Stony Creek Market Place Noblesville, IN	153,803	12/03	2003		—	18	TJ Maxx Linens N Things Barnes & Noble Factory Card Outlet
Total	797,490			$	29,627,000

        The square footage for Darien Commons, Park Place and Pavilion at King's Grant includes 6,371, 3,822 and 65,000, respectively, leased to tenants under ground lease agreements.

        The majority of the income from our properties consists of rent received under long-term leases. Most of the leases provide for the payment of fixed minimum rent paid monthly in advance, and for the payment by tenants of a pro rata share of the real estate taxes, special assessments, insurance, utilities, common area maintenance, management fees, and certain building repairs of the center. Certain of the major tenant leases provide that the landlord is obligated to pay certain of these expenses above or below specific levels. Some of the leases also provide for the payment of percentage rent, calculated as a percentage of a tenant's gross sales above predetermined thresholds.

7

        The following table lists the approximate physical occupancy levels and gross leasable area for our investment properties as of December 31, 2003. The weighted average gross leasable area occupied at December 31, 2003 was 98%.

Properties:	GLA Occupied	(%)
Darien Commons, Darien, IL	212,682	95
Eckerd Drug Store, Edmund, OK	13,824	100
Eckerd Drug Store, Norman, OK	13,824	100
Newnan Crossing, Newnan, GA	127,260	97
Park Place, Plano, TX	116,300	100
Pavilion at King's Grant, Concord, NC	79,009	100
Shaw's Supermarket, New Britain, CT	65,658	100
Stony Creek Market Place, Noblesville, IN	150,727	98
	779,284

Item 3.    Legal Proceedings

        We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business. While the resolution of these matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material adverse effect on our results of operations or financial condition.

Item 4.    Submission of Matters to a Vote of Security Holders

        There were no matters submitted to a vote of security holders during 2003.

8

PART II

Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters

        Market Information

        There is no established public trading market for our shares of common stock. The per share estimated value shall be deemed to be the offering price of the shares, which is currently $10.00 per share. This valuation is supported by the fact that we are currently selling shares to the public at a price of $10.00 per share as of February 13, 2004.

        We will provide the following programs to facilitate investment in the shares and to provide limited liquidity for stockholders until such time as a market for the shares develops:

        The DRP, subject to certain share ownership restrictions, will allow stockholders who purchase shares in our offering to automatically reinvest distributions by purchasing additional shares from us. Such purchases under the DRP will not be subject to selling commissions, or the marketing contribution and due diligence expense allowance, and are made at a price of $9.50 per share. That price will continue to be used until the public offering price per share in the offering is increased from $10.00 per share (if ever) or until the termination of the offering, whichever occurs first. Thereafter, participants may acquire shares under the DRP at a price equal to 95% of the "market price" of a share on the date of purchase until such time (if ever) as the Shares are listed on a national stock exchange or included for quotation on a national market system. In the event of such listing or inclusion, shares purchased by us for the DRP will be purchased on such exchange or market at the then prevailing market price, and will be sold to participants at that price.

        The SRP, subject to certain restrictions, may provide eligible stockholders with limited, interim liquidity by enabling them to sell shares back to us. The prices at which shares may be sold back to us are as follows:

One year from the purchase date, at $9.25 per share;
Two years from the purchase date, at $9.50 per share;
Three years from the purchase date, at $9.75 per share; and
Four years from the purchase date, at the greater of $10.00 per share, or a price equal to 10 times our "funds available for distribution" per weighted average shares outstanding for the prior calendar year.

        We will make repurchases under the SRP, if requested, at least once quarterly on a first-come, first-served basis. Subject to funds being available, we will limit the number of shares repurchased during any calendar year to five percent (5%) of the weighted average number of shares outstanding during the prior calendar year. Funding for the SRP will come exclusively from proceeds that the we receive from the sale of shares under the DRP and such other operating funds, if any, as our board of directors, at its sole discretion, may reserve for this purpose.

        Our board of directors, at its sole discretion, may choose to terminate the SRP after the end of the offering period, or reduce the number of shares purchased under the SRP, if it determines that the funds allocated to the SRP are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a declared distribution. A determination by the board of directors to eliminate or reduce the SRP will require the unanimous affirmative vote of the independent directors.

        We cannot guarantee that the funds set aside for the SRP will be sufficient to accommodate all requests made each year. If no funds are available for the SRP when repurchase is requested, the stockholder may: (i) withdraw the request; or (ii) ask that we honor the request at such time, if any, when funds are available. Such pending requests will be honored on a first-come, first-served basis.

        There is no requirement that stockholders sell their shares to us. The SRP is only intended to provide interim liquidity for stockholders until a liquidity event occurs, such as the listing of the shares on a national securities exchange, inclusion of the shares for quotation on a national market system, or a merger with a listed company. No assurance can be given that any such liquidity event will occur.

        Shares purchased by us under the SRP will be canceled and will have the status of authorized but un-issued shares. Shares acquired by us through the SRP will not be re-issued unless they are first registered with the Securities and Exchange Commission or the SEC under the Securities Act of 1933, as amended or the Act, and under appropriate state securities laws, or otherwise issued in compliance with such laws.

Stockholders

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        As of February 13, 2004, we had 8,726 stockholders of record.

Distributions

        We have been paying monthly distributions since October 2003. The table below depicts the distribution levels from our inception. The rate shown is the annual per share amount.

Rate (per share per annum)		Date Declared	Date Distributed
$	.30	October 1, 2003	November 10, 2003
	.50	November 1, 2003	December 10, 2003
	.70	December 1, 2003	January 10, 2004

        We declared distributions to our stockholders per weighted average number of shares outstanding during the period from October 1, 2003 to December 31, 2003 totaling $.15 per share. All of these amounts constitute a return of capital for federal income tax purposes for the year ended December 31, 2003.

        Options to purchase an aggregate of 15,000 shares at an exercise price of $8.95 per share have been granted to the independent directors pursuant to the Independent Directors Stock Option Plan (options to purchase 3,000 shares as to each of the independent directors plus options for 500 shares each on the date of the first annual meeting and 500 shares each on the date of each annual meeting thereafter). Such options were granted, without registration under the Act, in reliance upon the exemption from registration in Section 4(2) of the Act, as transactions not involving any public offering. None of such options have been exercised. Therefore, no shares have been issued in connection with such options.

        Use of Proceeds from Registered Securities

        We registered, pursuant to a registration statement under the Securities Act of 1933 (SEC File Number 333-103799), the initial offering on a best efforts basis of 250,000,000 shares at $10.00 per share, subject to discounts in certain cases; up to 20,000,000 shares at $9.50 per share pursuant to our DRP.

        As of December 31, 2003, we have sold the following securities in the initial offering for the following aggregate offering prices:

*	18,698,092	shares on a best efforts basis for $186,946,283; and
*	19,049	shares pursuant to the DRP for $180,968

        The total of shares and gross offering proceeds from all offerings as of December 31, 2003 is 18,717,141 shares for $187,127,251. The above-stated number of shares sold and the gross offering proceeds received from such sales do not include the 20,000 shares purchased by the advisor for $200,000 preceding the commencement of the initial offering.

        From September 15, 2003, which was the effective date of the initial offering through December 31, 2003, we have incurred the following expenses in connection with the issuance and distribution of the registered securities:

Type of Expense	Amount		E=Estimated A=Actual
Underwriting discounts and commissions	$	19,623,638	A
Finders' fees		—	A
Expenses paid to or for underwriters		—	A
Other expenses to affiliates		126,851	A
Other expenses paid to non-affiliates		2,394,325	A
Total expenses	$	22,144,814

        The net offering proceeds to us for the initial offering period, after deducting the total expenses paid and accrued described above, are $164,982,437.

        The underwriting discounts and commissions, and the expenses paid to or for underwriters, were paid to Inland Securities Corporation. Inland Securities Corporation reallowed all or a portion of the commissions and expenses to soliciting dealers.

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        Cumulatively, we have used the net offering proceeds as follows:

Use of Proceeds	Amount	E=Estimated A=Actual
Construction of plant, building and facilities	—	A
Purchase of real estate	134,747,624	A
Acquisition of other businesses	—	A
Repayment of indebtedness	—	A
Working capital (currently)	1,649,824	E
Temporary investments (currently)	28,584,989	A
Other uses	—	A
Total uses	164,982,437

        Of the amount used for purchases of real estate, $24,000,000 was paid to affiliates of the advisor in connection with the acquisition of properties from such affiliates. For pending purchases of real estate, we temporarily invested net offering proceeds in short-term, interest-bearing securities.

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Item 6.    Selected Financial Data

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

For the period from March 5, 2003 (inception) through December 31, 2003
(not covered by the Independent Auditors' Report)

Total assets	$	212,102,163
Mortgages payable	$	29,627,000
Total income	$	782,281
Net loss	$	(173,279	)
Net loss per common share, basic and diluted (a)	$	(.07	)
Distributions declared	$	1,285,329
Distributions per weighted average common share (a)	$	..15
Funds From Operations (a)(b)	$	18,991
Cash flows provided by operating activities	$	723,501
Cash flows used in investing activities	$	(133,424,163	)
Cash flows provided by financing activities	$	197,081,796
Weighted average number of common shares outstanding, basic and diluted		2,520,986

        The above selected financial data should be read in conjunction with the consolidated financial statements and related notes appearing elsewhere in this annual report.

(a)

The net loss per share basic and diluted is based upon the weighted average number of common shares outstanding for the period from March 5, 2003 (inception) to December 31, 2003. The distributions per common share are based upon the weighted average number of common shares outstanding for the period from October 2, 2003 (first day shares were sold to the public) to December 31, 2003. See Footnote (b) below for information regarding our calculation of FFO. Our distributions of our current and accumulated earnings and profits for Federal income tax purposes are taxable to stockholders as ordinary income however in 2003 we had a tax loss which resulted in a return of capital. Distributions in excess of these earnings and profits generally are treated as a non-taxable reduction of the stockholder's basis in the shares to the extent thereof, and thereafter as taxable gain (a return of capital). These distributions in excess of earnings and profits will have the effect of deferring taxation of the amount of the distributions until the sale of the stockholder's shares. For the period from March 5, 2003 (inception) to December 31, 2003, $357,790 (or 100% of the distributions paid for 2003) represented a return of capital due to the tax loss in 2003. In order to maintain our qualification as a REIT, we must make annual distributions to stockholders of at least 90% of our REIT taxable income, or approximately $0 for 2003. REIT taxable income does not include net capital gains. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet the REIT distribution requirements. Distributions are determined by our board of directors and are dependent on a number of factors, including the amount of funds available for distribution, our financial condition, any decision by the board of directors to reinvest funds rather than to distribute the funds, our capital expenditures, the annual distribution required to maintain REIT status under the Code, and other factors the board of directors may deem relevant.

(b)

One of our objectives is to provide cash distributions to our stockholders from cash generated by our operations. Cash generated from operations is not equivalent to our net income from continuing operations as determined under Generally Accepted Accounting Principles in the United States of America or GAAP. Due to certain unique operating characteristics of real estate companies, the National Association of Real Estate Investment Trusts or NAREIT, an industry trade group, has promulgated a standard known as "Funds from Operations" or "FFO" for short, which it believes more accurately reflects the operating performance of a REIT such as us. As defined by NAREIT, FFO means net income computed in accordance with GAAP,

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excluding gains (or losses) from sales of property, plus depreciation on real property and amortization, and after adjustments for unconsolidated partnerships and joint ventures in which the REIT holds an interest. We have adopted the NAREIT definition for computing FFO because management believes that, subject to the following limitations, FFO provides a basis for comparing our performance and operations to those of other REITs. The calculation of FFO may vary from entity to entity since capitalization and expense policies tend to vary from entity to entity. Items which are capitalized do not impact FFO, whereas items that are expensed reduce FFO. Consequently, our presentation of FFO may not be comparable to other similarly-titled measures presented by other REITs. FFO is not intended to be an alternative to "Net Income" as an indicator of our performance nor to "Cash Flows from Operating Activities" as determined by GAAP as a measure of our capacity to pay distributions. We believe that FFO is a better measure of our operating performance because FFO excludes non-cash items from GAAP net income. This allows us to compare our relative property performance to determine our return on capital. Management uses the calculation of FFO for several reasons. We use FFO to compare our performance to that of other REITs in our peer group. Additionally, we use FFO in conjunction with our acquisition policy to determine investment capitalization strategy. FFO is calculated as follows:

	2003
Net loss	$	(173,279	)
Depreciation and amortization related to investment properties		192,270
Funds from operations(1)	$	18,991

(1)

FFO does not represent cash generated from operating activities calculated in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. FFO should not be considered as an alternative to net income as an indicator of our operating performance or as an alternative to cash flow as a measure of liquidity.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this annual report on Form 10-K constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.

Overview

        We were formed to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. We have been operating and intend to continue operating as a real estate investment trust or REIT for Federal and state income tax purposes. We have initially focused on acquiring properties in the Western states. We have begun to acquire and plan to continue acquiring properties in the Western states. We may also acquire retail properties in locations throughout the United States. Inland Western Retail Real Estate Advisory Services, Inc. or our advisor has been retained to manage, for a fee, our day-to-day affairs, subject to the supervision of our board of directors.

        During 2003, we purchased eight properties, of which five were not located in our primary geographical area of interest. We purchased these five properties because we had the unique opportunity to take advantage of our advisor's mature acquisition pipeline of properties located east of the Mississippi River. Our strategy in purchasing these properties, as these properties were otherwise acceptable acquisition targets, was to deploy stockholder funds promptly and generate income for us as early as possible.

        Our goal is to purchase properties predominately west of the Mississippi River and evaluate potential acquisition opportunities of properties east of the Mississippi River on a property by property basis, taking into consideration investment objectives. As of February 13, 2004 we have purchased five additional properties located in the states of California, Texas, and Utah.

        We are in the process of raising offering proceeds and have raised $187,127,251 as of December 31, 2003.

        As of December 31, 2003, we owned a portfolio of eight properties and made one loan totaling $7,552,155 to an unaffiliated third party secured by a 49% interest in the limited liability company that owns the remaining portion of Newnan Crossing. The properties are located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma and Texas, and contain an aggregate of approximately 797,000 square feet of gross leasable area. As of December 31, 2003, approximately 98% of gross leasable area in the properties was leased.

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Critical Accounting Policies and Estimates

General.

        The following disclosure pertains to critical accounting policies and estimates we believe are most "critical" to the portrayal of our financial condition and results of operations which require our most difficult, subjective or complex judgments. These judgments often result from the need to make estimates about the effect of matters that are inherently uncertain. Critical accounting policies discussed in this section are not to be confused with accounting principles and methods disclosed in accordance with accounting principles generally accepted in the United States of America or GAAP. GAAP requires information in financial statements about accounting principles, methods used and disclosures pertaining to significant estimates. This discussion addresses our judgment pertaining to trends, events or uncertainties known which were taken into consideration upon the application of those policies and the likelihood that materially different amounts would be reported upon taking into consideration different conditions and assumptions.

Acquisition of Investment Property

        We allocate the purchase price of the each acquired investment property between land, building and improvements, acquired above market and below market leases, in-place lease value, and any assumed financing that is determined to be above or below market terms. The allocation of the purchase price is an area that requires judgment and significant estimates. We use the information contained in the independent appraisal obtained at acquisition as the primary basis for the allocation to land and building and improvements. The aggregate value of intangibles is measured based on the difference between the stated price and the property value as if vacant. We determine whether any financing assumed is above or below market based upon comparison to similar financing terms for similar investment properties. We also allocate a portion of the purchase price to the estimated acquired in-place lease costs based on estimated lease execution costs for similar leases and we consider various factors including geographic location and size of leased space. We also evaluate each acquired lease based upon current market rates at the acquisition date and we consider various factors including geographical location, size and location of leased space within the investment property, tenant profile, and the credit risk of the tenant in determining whether the acquired lease is above or below market lease costs. After an acquired lease is determined to be above or below market lease costs, we allocate a portion of the purchase price to such above or below acquired lease costs based upon the present value of the difference between the contractual lease rate and the estimated market rate. The determination of the discount rate used in the present value calculation is based upon the "risk free rate." This discount rate is a significant factor in determining the market valuation which requires our judgment of subjective factors such as market knowledge, economic, demographics, location, visibility, location, age and physical condition of the property.

        Impairment of Long-Lived Assets.    We conduct an impairment analysis on a quarterly basis in accordance with Statement of Financial Accounting Standards No. 144 or FAS 144 to ensure that the property's carrying value does not exceed its fair value. If this were to occur, we are required to record an impairment loss. Subsequent impairment of investment properties, is a significant estimate that can and does change based on our continuous process of analyzing each property and reviewing assumptions about uncertain inherent factors, as well as the economic condition of the property at a particular point in time.

        Cost Capitalization and Depreciation Policies.    Our policy is to review all expenses paid and capitalize any items exceeding $5,000 which are deemed to be an upgrade or a tenant improvement. These costs are capitalized and are included in the investment properties classification as an asset to buildings and improvements.

        Buildings and improvements are depreciated on a straight-line basis based upon estimated useful lives of 30 years for buildings and improvements and 15 years for site improvements. The portion of the purchase price allocated to acquired above market costs and acquired below market costs are amortized on a straight-line basis over the life of the related lease as an adjustment to net rental income. Acquired in-place lease costs, other leasing costs, and tenant improvements are amortized on a straight-line basis over the life of the related lease as a component of amortization expense.

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        The application of SFAS 141 and SFAS 142 resulted in the recognition upon acquisition of additional intangible assets and liabilities relating to our 2003 real estate acquisitions. The portion of the purchase price allocated to acquired above market lease costs and acquired below market lease costs are amortized on a straight line basis over the life of the related lease as an adjustment to rental income. Amortization pertaining to the above market lease costs of $5,227 was applied as a reduction to rental income for the period from March 5, 2003 (inception) to December 31, 2003. Amortization pertaining to the below market lease costs of $15,386 was applied as an increase to rental income for the period from March 5, 2003 (inception) to December 31, 2003. The table below presents the amortization during the next five years related to the acquired above market lease costs and the below market lease costs for properties owned at December 31, 2003:

Amortization of:	2004		2005		2006		2007		2008		Thereafter
Acquired above market lease costs	(431,185	)	(431,185	)	(429,043	)	(37,016	)	(37,016	)	(225,001	)
Acquired below market lease costs	582,355		582,355		582,355		561,053		531,230		3,071,065
Net rental income increase / (decrease)	151,170		151,170		153,312		524,037		494,214		2,846,064
Acquired in place lease intangibles	963,821		963,821		963,821		963,821		963,821		3,934,803

        The portion of the purchase price allocated to acquired in-place lease costs are amortized on a straight line basis over the life of the related lease. We incurred amortization expense pertaining to acquired in-place lease costs of $51,773 for the period from March 5, 2003 (inception) to December 31, 2003.

        Cost capitalization and the estimate of useful lives requires our judgment and includes significant estimates that can and do change based on our process which periodically analyzes each property and on our assumptions about uncertain inherent factors.

        Revenue recognition.    We recognize rental income on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets. We anticipate collecting these amounts over the terms of the leases as scheduled rent payments are made.

        Reimbursements from tenants for recoverable real estate tax and operating expenses are accrued as revenue in the period the applicable expenditures are incurred. We make certain assumptions and judgments in estimating the reimbursements at the end of each reporting period. Should the actual results differ from our judgment, the estimated reimbursement could be negatively effected and would be adjusted appropriately.

Liquidity and Capital Resources

General.

        Our principal demands for funds have been for property acquisitions, for the payment of operating expenses and dividends, and for the payment of interest on outstanding indebtedness. Generally, cash needs for items other than property acquisitions have been met from operations, and property acquisitions have been funded by public offerings of our shares of common stock. However, there may be a delay between the sale of the shares and our purchase of properties, which may result in a delay in the benefits to stockholders of returns generated from property operations. The advisor evaluates potential additional property acquisitions and Inland Real Estate Acquisitions, Inc., one of the affiliates of our sponsor, engages in negotiations with sellers on our behalf. After a purchase contract is executed which contains specific terms, the property will not be purchased until due diligence, which includes review of the title insurance commitment, an appraisal and an environmental analysis, is successfully completed. In some instances, the proposed acquisition still requires the negotiation of final binding agreements, which may include financing documents. During this period, we may decide to temporarily invest any unused proceeds from the offering in certain investments that could yield lower returns than other investments, such as the properties. These lower returns may affect our ability to make distributions.

        Potential future sources of capital include proceeds from the public or private offering of our debt or equity securities, secured or unsecured financings from banks or other lenders, proceeds from the sale of properties, as well as undistributed funds from operations. We anticipate that during the current year we will (i) acquire additional existing shopping centers, (ii) develop additional shopping center sites and (iii) continue to pay distributions to stockholders, and each is expected to be funded mainly from proceeds of our public offerings of shares, cash flows from operating activities, financings and other external capital resources available to us.

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        Our leases typically provide that the tenant bears responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation, including utilities, property taxes and insurance. In addition, in some instances our leases provide that the tenant is responsible for roof and structural repairs. Certain of our properties are subject to leases under which we retain responsibility for certain costs and expenses associated with the property. We anticipate that capital demands to meet obligations related to capital improvements with respect to properties will be minimal for the foreseeable future and can be met with funds from operations and working capital.

        If necessary, we may use financings or other sources of capital in the event of unforeseen significant capital expenditures.

        We believe that our current capital resources (including cash on hand) and anticipated financings are sufficient to meet our liquidity needs for the foreseeable future.

Liquidity

        We were formed to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. As of December 31, 2003, subscriptions for a total of 18,718,092 shares had been received from the public, which include the 20,000 shares issued to the advisor. In addition, we distributed 19,049 shares pursuant to the DRP as of December 31, 2003. As a result of such sales, we received a total of $187,327,251 of gross offering proceeds as of December 31, 2003.

Mortgage Debt.

        As of December 31, 2003 we obtained mortgage debt on two properties totaling $29,627,000 that require monthly payments of interest only and bear interest at a range of 4.65% to 4.71% per annum.

        During the period from January 1, 2004 through February 13, 2004 we obtained mortgage financing on six properties that we purchased during 2003 or early 2004 totaling $128,570,000 that require monthly payments of interest only and bear interest at a range of 4.45% to 4.77% per annum.

        On February 9, 2004, we entered into a rate lock agreement with Bear Stearns Commercial Mortgage, Inc. We paid a rate lock deposit of $1,200,000 to lock the interest rate at 4.372% for a period of 90 days for $60,000,000 in principal. We entered into the rate lock to secure the interest on mortgage debt to be identified as debt is placed on properties we currently own or will purchase in the future. The deposit is applied to the mortgage fundings as they occur.

        Line of Credit.    On December 24, 2003, we entered into a $150,000,000 unsecured line of credit arrangement with KeyBank N.A. for a period of one year. The funds from this line of credit will be used to provide liquidity from the time a property is purchased until permanent debt is placed on that property. We are required to pay interest only on the outstanding balance from time to time under the line at the rate equal to the London InterBank Offered Rate or LIBOR plus 175 basis points. We are also required to pay, on a quarterly basis, an amount ranging from .15% to .30%, per annum, on the average daily undrawn funds under this line. The line of credit requires compliance with certain covenants, such as debt service ratios, minimum net worth requirements, distribution limitations and investment restrictions. As of December 31, 2003, we were in compliance with such covenants. In connection with obtaining this line of credit, we paid fees in an amount of approximately $1,044,000 (which includes a .65% percent commitment fee). The outstanding balance on the line of credit was $5,000,000 as of December 31, 2003 with an average interest rate of 2.9375% per annum. We have applied for an additional $75,000,000 to be available under this program which would make a total of $225,000,000 available on this line. As of February 13, 2004, there is $70,000,000 outstanding on this line.

        Stockholder Liquidity.    We provide the following programs to facilitate investment in the shares and to provide limited liquidity for stockholders until such time as a market for the shares develops:

        The DRP allows stockholders who purchase shares pursuant to the offerings to automatically reinvest distributions by purchasing additional shares from us. Such purchases will not be subject to selling commissions or the marketing contribution and due diligence expense allowance and will be sold at a price of $9.50 per share. As of December 31, 2003, we distributed 19,049 shares pursuant to the DRP for an aggregate of $180,968.

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        Subject to certain restrictions, the share repurchase program provides existing stockholders with limited, interim liquidity by enabling them to sell shares back to us at the following prices

One year from the purchase date, at $9.25 per share;
Two years from the purchase date, at $9.50 per share;
Three years from the purchase date, at $9.75 per share; and
Four years from the purchase date, at $10.00 per share, or a price equal to 10 times our "funds available for distribution" per weighted average shares outstanding for the prior calendar year.

        Shares purchased by us will not be available for resale. As of December 31, 2003, no shares have been repurchased.

Capital Resources

        We expect to meet our short-term operating liquidity requirements generally through our net cash provided by property operations. We also expect that our properties will generate sufficient cash flow to cover our operating expenses plus pay a monthly distribution on weighted average shares. Operating cash flows are expected to increase as additional properties are added to our portfolio.

        We believe that we should leverage our properties at approximately 50% of their value. We also believe that we can borrow at the lowest overall cost of funds by placing individual financing on each of our properties. Accordingly, mortgage loans will generally have been placed on each property at the time that the property is purchased, or shortly thereafter, with the property solely securing the financing.

        During 2003, we closed on mortgage debt with a principal amount of $29,627,000. The average cost of funds for mortgage debt for 2003 was approximately 4.69%. All of our mortgage loans require monthly payments of interest only and are fixed-rate loans that bear interest at a rate between 4.65% and 4.71% per annum. These loans may be prepaid with a penalty after specific lockout periods.

        Although the loans we acquired are generally non-recourse, occasionally, when it is deemed to be advantageous, we may guarantee all or a portion of the debt on a full-recourse basis. Individual decisions regarding interest rates, loan-to-value, fixed versus variable-rate financing, maturity dates and related matters are often based on the condition of the financial markets at the time the debt is incurred, which conditions may vary from time to time.

        Distributions are determined by our board of directors and are dependent on a number of factors, including the amount of funds available for distribution, our financial condition, any decision by our board of directors to reinvest funds rather than to distribute the funds, our capital expenditures, the annual distribution required to maintain REIT status under the Internal Revenue Code and other factors the board of directors may deem relevant. We are currently paying a distribution of $.70 per share per annum.

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Cash Flows From Operating Activities

        Cash flows provided by operating activities were approximately $723,500 for the period from March 5, 2003 (inception) to December 31, 2003. The net cash provided by operating activities for the period from March 5, 2003 (inception) to December 31, 2003 is due primarily to revenues from property operations during the period from March 5, 2003 (inception) to December 31, 2003.

Cash Flows From Investing Activities

        Cash flows used in investing activities were approximately $133,424,000 for the period from March 5, 2003 (inception) to December 31, 2003. The cash flows used in investing activities were primarily used for the acquisition of eight properties for approximately $127,195,000 and the funding for a note receivable in the amount of approximately $7,552,000.

        As of February 13, 2004, we had approximately $85,000,000 available for investment in additional properties. As of February 13, 2004 we are considering the acquisition of approximately $167,000,000 in properties. We are currently in the process of obtaining financings on properties which have been purchased, as well as certain of the properties which we anticipate purchasing. It is our intention to finance each of our acquisitions either at closing or subsequent to closing. As a result of the intended financings and based on our experience in raising funds in our current offering, we believe that we will have sufficient resources to acquire these properties.

Cash Flows From Financing Activities

        Cash provided by financing activities was approximately $197,082,000 for the period from March 5, 2003 (inception) to December 31, 2003. We generated proceeds from the sale of shares, net of offering costs paid, of approximately $166,352,000 for the period from March 5, 2003 (inception) to December 31, 2003. We also generated approximately $29,627,000 from the issuance of new mortgages secured by two of our properties for the period from March 5, 2003 (inception) to December 31, 2003 and $5,000,000 from funding on the line of credit. We paid approximately $4,000,000 for loan fees and approximately $358,000 in distributions to our stockholders for the period from March 5, 2003 (inception) to December 31, 2003. The sponsor has agreed to advance us amounts to pay these distributions until funds from operations are adequate to cover distributions.

        Given the current size of our offering, as of February 13, 2004, we could raise approximately $2,180,000,000 of additional capital. However, there can be no assurance that we will raise this amount of money or that we will be able to acquire additional attractive properties.

        We are exposed to interest rate changes primarily as a result of our long-term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve our objectives we borrow primarily at fixed rates or variable rates with the lowest margins available and, in some cases, with the ability to convert variable rates to current market fixed rates at the time of conversion.

        Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year and expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

		2004		2005	2006	2007	2008		Thereafter
Maturing debt
	Fixed rate debt (mortgage loans)	—		—	—	—	13,127,000		16,500,000
	Variable rate debt (line of credit)	5,000,000		—	—	—	—		—
Average interest rate on debt:
	Fixed rate debt (mortgage loans)	—		—	—	—	4.71	%	4.65	%
	Variable rate debt (line of credit)	2.94	%	—	—	—	—		—

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Effects of Transactions with Related and Certain Other Parties

        On October 31, 2003, we acquired an existing shopping center known as The Shops at Park Place through the purchase of all of the membership interests of the general partner and the membership interests of the limited partner of the limited partnership holding title to this property. The center contains approximately 116,300 gross leasable square feet and is located in Plano, Texas. An affiliate of our advisor, Inland Park Place Limited Partnership, acquired this property on September 30, 2003 from CDG Park Place LLC, an unaffiliated third party for $23,868,000. Inland Park Place Limited Partnership agreed to sell this property to us when sufficient funds from the sale of shares to acquire this property were raised by us. Inland Park Place Limited Partnership agreed to sell this property to us for the price the affiliate paid to the unaffiliated third party, plus any actual costs incurred. Our total acquisition cost was $24,000,000, which included $132,000 of costs incurred by the affiliate. As part of the purchase, title to the property was subject to a loan placed on the property by Inland Park Place Limited Partnership for our benefit. The loan is in the amount of $13,127,000, requires interest only payments at a rate of 4.71% per annum and matures November 2008.

        Services Provided by Affiliates of the Advisor    As of December 31, 2003, we had incurred $22,144,814 of offering costs, of which $16,859,779 was paid or accrued to affiliates. In accordance with the terms of the offerings, the advisor has guaranteed payment of all public offering expenses (excluding sales commissions and the marketing contribution and the due diligence expense allowance) in excess of 5.5% of the gross proceeds of the offerings or gross offering proceeds or all organization and offering expenses (including selling commissions) which together exceed 15% of gross offering proceeds. As of December 31, 2003, offering costs did not exceed the 5.5% and 15% limitations. We anticipate that these costs will not exceed these limitations upon completion of the offering. Any excess amounts at the completion of the offering will be reimbursed by the advisor.

        The advisor and its affiliates are entitled to reimbursement for salaries and expenses of employees of the advisor and its affiliates relating to the offerings. In addition, an affiliate of the advisor is entitled to receive selling commissions, and the marketing contribution and due diligence expense allowance from us in connection with the offerings. Such costs are offset against the stockholders' equity accounts. Such costs totaled $16,859,779 for the period from March 5, 2003 (inception) to December 31, 2003, of which $1,369,366 was unpaid at December 31, 2003.

        The advisor and its affiliates are entitled to reimbursement for general and administrative expenses of the advisor and its affiliates relating to our administration. Such costs are included in general and administrative expenses to affiliates, professional services to affiliates, and acquisition cost expenses to affiliates, in addition to costs that were capitalized pertaining to property acquisitions. During the period from March 5, 2003 (inception) to December 31, 2003, we incurred $194,017 of these costs, of which $40,703 remained unpaid as of December 31, 2003.

        An affiliate of the advisor provides loan servicing to us for an annual fee. Such costs are included in property operating expenses to affiliates. The agreement allows for annual fees totaling .05% of the first $100,000,000 in mortgage balance outstanding and .03% of the remaining mortgage balance, payable monthly. Such fees totaled $328 for the period from March 5, 2003 (inception) to December 31, 2003.

        The advisor contributed $200,000 to our capital for which it received 20,000 shares.

        We used the services of an affiliate of the advisor to facilitate the mortgage financing that we obtained on some of the properties purchased. Such costs are capitalized as loan fees and amortized over the respective loan term. During the period from March 5, 2003 (inception) to December 31, 2003, we paid loan fees totaling $59,523 to this affiliate.

        We pay an advisor asset management fee of not more than 1% of our net asset value. Our net asset value is defined as the total book value of our assets invested in equity interests and loans receivable secured by real estate, before reserves for depreciation, reserves for bad debt or other similar non-cash reserves, reduced by any mortgages payable on the respective assets. We compute our net asset value by taking the average of these values at the end of each month for which we are calculating the fee. The fee is payable quarterly in an amount equal to ¹/4 of 1% of net asset value as of the last day of the immediately preceding quarter. For any year in which we qualify as a REIT, our advisor must reimburse us for the following amounts if any: (1) the amounts by which our total operating expenses, the sum of the advisor asset management fee plus other operating expenses, paid during the previous fiscal year exceed the greater of: (i) 2% of our average invested assets for that fiscal year. (average invested assets are the average of the total book value of our assets invested in equity interest and loans secured by real estate, before depreciation, reserve for bad debt or other similar non-cash reserves). We will compute the

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average invested assets by taking the average of these values at the end of each month for which we are calculating the fee), or (ii) 25% of our net income, before any additions to or allowances for reserves, depreciation, amortization, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that fiscal year; plus (2) an amount, which will not exceed the advisor asset management fee for that year, equal to any difference between the total amount of distributions to stockholders for that year and a 6% minimum annual return on the net investment of stockholders. For the year ended December 31, 2003, no asset management fees were due.

        The property manager, an entity owned principally by individuals who are affiliates of the advisor, is entitled to receive property management fees totaling 4.5% of gross operating income, for management and leasing services. We incurred and paid property management fees of $16,627 for the period from March 5, 2003 (inception) to December 31, 2003. None remained unpaid as of December 31, 2003.

        We established a discount stock purchase policy for our affiliates and affiliates of the advisor that enables the affiliates to purchase shares of common stock at either $8.95 or $9.50 a share depending on when the shares are purchased. We sold 59,497 shares to affiliates and recognized an expense related to these discounts of $62,472 for the period from March 5, 2003 (inception) to December 31, 2003.

        As of December 31, 2003 we were due funds from our affiliates in the amount of $918,750 which is comprised of $73,750 due from an affiliate for costs paid by us on their behalf and $845,000 which is due from our sponsor for reimbursement of accrued December distributions paid by us in January. The sponsor has agreed to advance us amounts to pay distributions to our stockholders until funds from operations are adequate to cover the distributions. As of December 31, 2003 we owe funds to the sponsor in the amount of $1,202,519 for repayment of the funds advanced for payment of distributions.

        As of December 31, 2003 we owed funds to an affiliate in the amount of approximately $2,154,158 which were costs paid by the affiliate on our behalf relating to the acquisition of investment properties or financings. We intend on paying this amount borrowed during the first quarter of 2004.

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Off-Balance Sheet Arrangements, Contractual Obligations, Liabilities and Contracts and Commitments

        The table below presents our obligations and commitments to make future payments under debt obligations, maintenance contracts and lease agreements as of December 31, 2003.

Contractual Obligations

	Payments due by period
	Total		Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-Term Debt	$	29,627,000	—	—	13,127,000	16,500,000
Line of Credit		5,000,000	5,000,000	—	—	—

Contracts and Commitments

        On December 10, 2003, in connection with the purchase of Stony Creek Market Place, we entered into an earnout agreement with the seller. The earnout agreement provides that the seller shall retain the right for a 48 month period after the date of purchase, to purchase the development and leasing rights to a vacant 50,000 square foot padsite, included in the purchase of the property. If the seller develops and leases the padsite, we are required to purchase the seller's interest in the leases based on an agreed upon base rent divider. If the base rent divider should fall above or below certain limits, then the seller and we have certain rights to terminate the agreement.

        On December 31, 2003, in connection with the purchase of Pavilion at King's Grant, the purchase and sale contract provides that if anytime during the period January 1, 2004 through December 31, 2007 the tenant, Toys R Us, should increase their base rent up to a maximum amount of $250,000 and no decrease occurs in their requirement to pay for a certain percentage of expenses at the property, then we would be obligated to pay the seller additional funds related to the purchase based on an agreed income capitalization formula.

        As part of the purchase and sale agreement for Newnan Crossing, we are obligated to purchase the remaining portion of the shopping center that is currently under construction (approximately 28,000 square feet to be occupied by Linen's N Things) after construction is complete and the tenant has moved in and is paying rent. The purchase price for this portion of the center will be based on an agreed income capitalization formula.

        Subsequent to December 31, 2003, we purchased eight properties and an additional phase related to a property that we owned at December 31, 2003 for a purchase price of approximately $289,700,000. In addition, we are currently considering acquiring seven properties for an estimated purchase price of $167,000,000. Our decision to acquire each property generally depends upon no material adverse change occurring relating to the property, the tenants or in the local economic conditions and our receipt of satisfactory due diligence information including appraisals, environmental reports and lease information prior to purchasing the property.

Results of Operations

General

        The following discussion is based primarily on our consolidated financial statements as of December 31, 2003 and for the period from March 5, 2003 (inception) to December 31, 2003.

Quarter Ended	Properties Purchased per Quarter	Square Feet Acquired	Purchase Price
March 31, 2003	None	N/A		N/A
June 30, 2003	None	N/A		N/A
September 30, 2003	None	N/A		N/A
December 31, 2003	8	797,490	$	127,195,469
Total	8	797,490	$	127,195,469

22

        Rental Income, Real Estate Tax Recovery, Common Area Cost Recovery and Additional Rental Income.    Rental income consists of basic monthly rent and percentage rental income due pursuant to tenant leases. Real estate tax recovery, common area cost recovery and additional rental income consist of property operating expenses recovered from the tenants including real estate taxes, property management fees and insurance. Rental income was $606,645 and all additional rental income was $137,988 for the period from March 5, 2003 (inception) to December 31, 2003. This income is due to the purchase of eight properties purchased during 2003 and the related income from the tenant leases.

        Interest Income.    Interest income consists of interest earned from short term investments and notes receivable that are held by us. Interest income was $37,648 for the period from March 5, 2003 (inception) to December 31, 2003. This results primarily from interest earned on cash and a note receivable funded during 2003 in the amount of approximately $7.6 million.

        Professional Services.    Professional services consist of fees to accountants and lawyers. Professional services expense was $88,058 for the period from March 5, 2003 (inception) to December 31, 2003. This results from professional services required as the business and investor base grows. Accounting fees comprise the majority of the professional services expense.

        General and Administrative Expenses.    General and administrative expenses consist of salaries and computerized information services costs reimbursed to affiliates for maintaining our accounting and investor records, affiliates common share purchase discounts, insurance, postage, and printer costs. These expenses were $232,155 for the period from March 5, 2003 (inception) to December 31, 2003. This results from services required as we acquire properties and grow our portfolio of investment properties and our investor base and salaries reimbursed to affiliates for maintaining our accounting and investor records and affiliates common share purchase discounts account for the majority of the expense.

        Property Operating Expenses.    Property operating expenses consist of property management fees and property operating expenses, including real estate tax, costs of owning and maintaining shopping centers, real estate taxes, insurance, maintenance to the exterior of the buildings and the parking lots These expenses were $143,244 for the period from March 5, 2003 (inception) to December 31, 2003. These expenses were incurred on the properties purchased during the period from March 5, 2003 (inception) to December 31, 2003.

        Mortgage Interest.    Mortgage interest was $135,735 for the period from March 5, 2003 (inception) to December 31, 2003 and is due to the financing of two properties during 2003.

        Depreciation.    Depreciation expense was $140,497 and is due to depreciation on the properties purchased during the period from March 5, 2003 (inception) to December 31, 2003.

        Amortization.    Amortization expense was $76,608 and is due to the application of SFAS 141 and SFAS 142 resulting in the amortization of intangible assets of approximately $8.81 million and loan fees of $1.5 million during the period from March 5, 2003 (inception) to December 31, 2003.

Subsequent Events

        We paid distributions of $927,539 to our stockholders in January and $1,337,226 in February 2004.

        We issued 12,698,273 shares of common stock from January 1, 2004 through February 13, 2004, resulting in a total of 31,293,003 shares of common stock outstanding. As of February 13, 2004, subscriptions for a total of 12,555,862 shares were received resulting in total gross offering proceeds of $312,907,390 and an additional 142,411 shares were issued pursuant to the DRP for $1,352,905 of additional gross proceeds.

        We have signed an application to add $75,000,000 to the line of credit with Key Bank. Fundings under this line of credit, if approved, will require interest only payments.

        On February 9, 2004, we entered into a rate lock agreement with Bear Stearns Commercial Mortgage, Inc. We paid a rate lock deposit of $1,200,000 to lock the interest rate at 4.372% for a period of 90 days for $60,000,000 in principal we could borrow. We entered into the rate lock to secure the interest on mortgage debt to be identified as debt is placed on properties we currently own or will acquire in the future. The deposit is applied to the mortgage fundings as they occur.

        The note receivable in the amount of $7,552,155 as of December 31, 2003 was repaid in full on February 13, 2004 in conjunction with the purchase of Newnan Crossing Phase II.

23

        We have acquired the following properties during the period January 1 to February 13, 2004. The respective acquisitions are summarized in the table below.

Date Acquired	Property	Year Built	Approximate Purchase Price ($)	Gross Leasable Area (Sq. Ft.)	Major Tenants
01/06/04	CorWest Plaza New Britain, CT	2000/ 2001	33,000,000	115,011	Stop & Shop CVS Pharmacy Liquor Depot
01/09/04	Hickory Ridge Hickory, NC	1999	41,900,000	310,360	Best Buy Kohl's Marshalls Linens N Things Old Navy Party City Shoe Carnival A.C. Moore
01/14/04	Larkspur Landing Larkspur, CA	1978/ 2001	61,100,000	173,814	Bed Bath & Beyond 24 Hour Fitness
01/15/04	North Ranch Pavilions Thousand Oaks, CA	1992	18,468,000	62,812	Bank of America
01/20/04	Metro Square Center Severn, MD	1999	11,031,000	61,817	Shoppers Food Warehouse
01/21/04	La Plaza Del Norte San Antonia, TX	1996/ 1999	59,100,000	320,362	Best Buy Bealls Ross Stores Office Max Oshman's Superstores Cost Plus DSW Shoe Warehouse David's Bridal Petco
02/05/04	MacArthur Crossing Los Colinas, TX	1995/ 1996	23,100,000	110,975	Stein Mart
02/13/04	Newnan Crossing Phase II Newnan, GA.	1997	22,362,000	153,798	TJ Maxx Office Depot Old Navy Michaels Party City
02/13/04	Promenade at Red Cliff St. George, UT	1999/ 1998	19,618,000	94,936	Old Navy Staples Big 5 Sporting Goods

        The mortgage debt financings obtained subsequent to December 31, 2003, are detailed in the list below.

Date Funded	Mortgage Payable	Annual Interest Rate		Maturity Date	Principal Borrowed ($)
1/05/04	Stony Creek Marketplace Noblesville, IN	4.77	%	01/01/11	14,162,000
1/07/04	CorWest Plaza New Britain, CT	4.56	%	02/01/09	18,150,000
1/21/04	Hickory Ridge Hickory, NC	4.531	%	02/01/09	23,650,000
1/28/04	Shaw's—New Britain New Britain, CT	4.684	%	11/01/33	6,450,000
1/30/04	Larkspur Landing Larkspur, CA	4.45	%	02/01/09	33,630,000
2/04/04	La Plaza Del Norte San Antonio, TX	4.61	%	03/01/10	32,528,000

        In connection with the financing of Shaw's—New Britain on January 28, 2004, the Park Place mortgage debt was modified to be cross-collaterialized with Shaw's—New Britain. All other terms of the Park Place debt remained the same.

24

        We are currently considering acquiring seven properties for an estimated purchase price of $167,000,000. Our decision to acquire each property will generally depend upon no material adverse change occurring relating to the property, the tenants or in the local economic conditions and our receipt of satisfactory due diligence information including appraisals, environmental reports and lease an information prior to purchasing the property.

Impact of Accounting Principles

        On May 15, 2003, the Financial Accounting Standards Board issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. This statement requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Generally, this statement is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. We adopted the provisions of this statement on July 1, 2003.

        We did not enter into any financial instruments within the scope of this statement during the period from March 5, 2003 (inception) to December 31, 2003. To the extent stockholders request shares to be repurchased by us under the share repurchase program, our obligation to repurchase such shares will be classified as a liability at the redemption amount at the date documentation is complete and accepted by us in accordance with the SRP.

        In January 2003, FASB issued Interpretation 46, Consolidation of Variable Interest Entities or Interpretation 46, which addresses the consolidation of certain entities in which a company has a controlling financial interest through means other than voting rights. This interpretation was revised in December 2003. For calendar year companies, Interpretation 46 contains an effective date of December 31, 2003 for special purpose entities and periods ending after March 15, 2004 for all other entities. We do not own interests in special purpose entities and management does not believe that the adoption of Interpretation 46 will have a material impact on our consolidated financial statements.

25

Inflation

        For our multi-tenant shopping centers, inflation is likely to increase rental income from leases to new tenants and lease renewals, subject to market conditions. Our rental income and operating expenses for those properties owned, or to be owned and operated under triple-net leases are not likely to be directly affected by future inflation, since rents are or will be fixed under the leases and property expenses are the responsibility of the tenants. The capital appreciation of triple-net leased properties is likely to be influenced by interest rate fluctuations. To the extent that inflation determines interest rates, future inflation may have an effect on the capital appreciation of triple-net leased properties. As of December 31, 2003, we owned three single-user triple-net leased properties.

Item 7(a).    Quantitative and Qualitative Disclosures About Market Risk

        We may be exposed to interest rate changes primarily as a result of long-term debt used to maintain liquidity and fund capital expenditures and expansion of our real estate investment portfolio and operations. Our interest rate risk management objectives will be to limit the impact of interest rate changes on earnings and cash flows and to lower its overall borrowing costs. To achieve our objectives we will borrow primarily at fixed rates or variable rates with the lowest margins available and in some cases, with the ability to convert variable rates to fixed rates.

        We may use derivative financial instruments to hedge exposures to changes in interest rates on loans secured by our properties. To the extent we do, we are exposed to credit risk and market risk. Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. When the fair value of a derivative contract is negative, we owe the counterparty and, therefore, it does not possess credit risk. It is our policy to enter into these transactions with the same party providing the financing, with the right of offset. In the alternative, we will minimize the credit risk in derivative instruments by entering into transactions with high-quality counterparties. Market risk is the adverse effect on the value of a financial instrument that results from a change in interest rates. The market risk associated with interest-rate contracts is managed by establishing and monitoring parameters that limit the types and degree of market risk that may be undertaken. As of December 31, 2003 we did not have any derivative financial instruments.

        With regard to variable rate financing, we assess interest rate cash flow risk by continually identifying and monitoring changes in interest rate exposures that may adversely impact expected future cash flows and by evaluating hedging opportunities. We maintain risk management control systems to monitor interest rate cash flow risk attributable to both of our outstanding or forecasted debt obligations as well as our potential offsetting hedge positions. The risk management control systems involve the use of analytical techniques, including cash flow sensitivity analysis, to estimate the expected impact of changes in interest rates on our future cash flows.

        While this hedging strategy will have the effect of smoothing out interest rate fluctuations, the result may be to reduce the overall returns on your investment.

        The fair value of our debt approximates its carrying amount as of December 31, 2003.

        Our interest rate risk is monitored using a variety of techniques. The table below presents the principal amounts and weighted average interest rates by year and expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes.

		2004		2005	2006	2007	2008		Thereafter
Maturing debt
	Fixed rate debt (mortgage loans)	—		—	—	—	13,127,000		16,500,000
	Variable rate debt (line of credit)	5,000,000		—	—	—	—		—
Average interest rate on debt:
	Fixed rate debt (mortgage loans)	—		—	—	—	4.71	%	4.65	%
	Variable rate debt (line of credit)	2.94	%	—	—	—	—		—

        We have $5,000,000 of variable rate interest averaging 2.94% as of December 31, 2003. An increase in the variable interest rate on this debt constitutes a market risk. If interest rates increase by 1%, based on debt outstanding as of February 13, 2004, interest expense increases by $700,000 on an annual basis.

26

Item 8.    Consolidated Financial Statements and Supplementary Data

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Index

		Page
Independent Auditors' Report		28
Financial Statements:
	Consolidated Balance Sheet at December 31, 2003	29
	Consolidated Statement of Operations for the period from March 5, 2003 (inception) to December 31, 2003	31
	Consolidated Statement of Stockholders' Equity for the period from March 5, 2003 (inception) to December 31, 2003	32
	Consolidated Statement of Cash Flows for the period from March 5, 2003 (inception) to December 31, 2003	33
	Notes to Consolidated Financial Statements	35
Real Estate and Accumulated Depreciation (Schedule III)		47

        Schedules not filed:

        All schedules other than the one listed in the Index have been omitted as the required information is inapplicable or the information is presented in the financial statements or related notes.

27

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Inland Western Retail Real Estate Trust, Inc.:

        We have audited the consolidated financial statements of Inland Western Retail Real Estate Trust, Inc. (the Company) as listed in the accompanying index. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inland Western Retail Real Estate Trust, Inc. as of December 31, 2003 and the results of their operations and their cash flows for the period from March 5, 2003 (inception) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

	KPMG LLP
Chicago, Illinois February 13, 2004

28

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Consolidated Balance Sheet

December 31, 2003

Assets

Investment properties:
	Land	$	36,280,244
	Building and other improvements		86,439,670
			122,719,914
	Less accumulated depreciation		(140,497	)
Net investment properties			122,579,417
Cash and cash equivalents			64,381,134
Accounts and rents receivable			1,147,551
Due from affiliates			918,750
Note receivable			7,552,155
Acquired in-place lease intangibles (net of accumulated amortization of $51,773)			8,753,908
Acquired above market lease intangibles (net of accumulated amortization of $5,227)			1,590,446
Loan fees (net of accumulated amortization of $24,835)			1,434,160
Other assets			3,744,642
Total assets		$	212,102,163

See accompanying notes to consolidated financial statements.

29

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Consolidated Balance Sheet (continued)

December 31, 2003

Liabilities and Stockholder's Equity

Liabilities:
Accounts payable	$	505,448
Accrued offering costs due to affiliates		1,369,366
Accrued real estate taxes		1,392,069
Distributions payable		927,539
Security deposits		108,189
Mortgages payable		29,627,000
Line of credit		5,000,000
Prepaid rental and recovery income		104,756
Advances from sponsor		1,202,519
Acquired below market lease intangibles (net of accumulated amortization of $15,386)		5,910,413
Other liabilities		71,927
Due to affiliates		2,154,158
Total liabilities		48,373,384
Stockholder's equity:
Preferred stock, $.001 par value, 10,000,000 shares authorized, none outstanding		—
Common stock, $.001 par value, 250,000,000 shares authorized, 18,737,141 shares issued and outstanding		18,737
Additional paid in capital (net of offering costs of $22,144,814 of which $1,369,366 was paid or accrued to affiliates)		165,168,650
Accumulated distributions in excess of net loss		(1,458,608	)
Total stockholders' equity		163,728,779
Commitments and contingencies (Note 11)
Total liabilities and stockholders' equity	$	212,102,163

See accompanying notes to consolidated financial statements.

30

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Consolidated Statement of Operations

For the period from March 5, 2003 (inception) through December 31, 2003

Income:
	Rental income	$	606,645
	Real estate tax recovery income		95,654
	Common area costs recovery income		42,334
	Interest income		37,648
Total income			782,281
Expenses:
	Professional services		88,058
	General and administrative expenses to affiliates		104,259
	General and administrative expenses to non-affiliates		127,896
	Property operating expenses to affiliates		16,627
	Property operating expenses to non-affiliates		30,963
	Real estate tax		95,654
	Interest		135,735
	Depreciation		140,497
	Amortization		76,608
	Acquisition cost expenses to affiliates		7,563
	Acquisition cost expenses to non-affiliates		131,700
Total expenses			955,560
Net loss		$	(173,279	)
Net loss per common share, basic and diluted		$	(.07	)
Weighted average number of common shares outstanding, basic and diluted			2,520,986

See accompanying notes to consolidated financial statements

31

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Consolidated Statement of Stockholders' Equity

For the period from March 5, 2003 (inception) to December 31, 2003

	Number of Shares	Common Stock		Additional Paid-in Capital			Accumulated Distributions in excess of Net Income			Total
Balance at March 5, 2003 (inception)	—		—		—			—			—
Net loss	—		—		—			(173,279	)		(173,279	)
Distributions declared ($.15 per weighted average number of common shares outstanding)	—		—		—			(1,285,329	)		(1,285,329	)
Proceeds from offering	18,718,092		18,718		187,127,565			—			187,146,283
Offering costs			—		(22,144,814	)		—			(22,144,814	)
Proceeds from DRP	19,049		19		180,949			—			180,968
Common stock option expense	—		—		4,950			—			4,950
Balance at December 31, 2003	18,737,141	$	18,737	$	165,168,650		$	(1,458,608	)	$	163,728,779

See accompanying notes to consolidated financial statements.

32

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Statement of Cash Flows

For the period from March 5, 2003 (inception) through December 31, 2003

Cash flows from operations:
Net loss		$	(173,279	)
Adjustments to reconcile net loss to net cash provided by operating activities:
	Depreciation		140,497
	Amortization		76,608
	Amortization on acquired above market leases		5,227
	Amortization on acquired below market leases		(15,386	)
	Stock option expense		4,950
Changes in assets and liabilities:
	Accounts and rents receivable		(1,147,551	)
	Accrued real estate taxes		1,240,567
	Accounts payable		306,996
	Prepaid rental and recovery income		104,756
	Other liabilities		71,927
	Security deposits		108,189
Net cash flows provided by operating activities			723,501
Cash flows from investing activities:
	Purchase of investment properties		(122,719,914	)
	Acquired above market leases		(1,595,673	)
	Acquired in place lease intangibles		(8,805,681	)
	Acquired below market leases		5,925,799
	Other assets		(830,697	)
	Funding of note receivable		(7,552,155	)
	Due to affiliates		2,154,158
	Net cash flows used in investing activities		(133,424,163	)
Cash flows from financing activities:
	Proceeds from offering		187,146,283
	Proceeds from the DRP		180,968
	Payment of offering costs		(20,775,448	)
	Loan proceeds		29,627,000
	Proceeds from unsecured line of credit		5,000,000
	Loan fees		(4,022,986	)
	Distributions paid		(357,790	)
	Due from affiliates		(918,750	)
	Advances from sponsor		1,202,519
Net cash flows provided by financing activities			197,081,796

See accompanying notes to financial statements

33

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Statement of Cash Flows (continued)

For the period from March 5, 2003 (inception) through December 31, 2003

Net increase in cash and cash equivalents	$	64,381,134
Cash and cash equivalents, at beginning of period		—
Cash and cash equivalents, at end of period	$	64,381,134
Supplement disclosure of cash flow information:
Cash paid for interest	$	135,735
Supplement schedule of non-cash financing activities:
Distributions payable	$	927,539
Accrued offering costs payable	$	1,369,366

See accompanying notes to financial statements

34

INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)

Notes to Consolidated Financial Statements

December 31, 2003

(1)   Organization

        Inland Western Retail Real Estate Trust, Inc. (the "Company") was formed on March 5, 2003 to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. The Advisory Agreement provides for Inland Western Retail Real Estate Advisory Services, Inc. (the "Advisor"), an Affiliate of the Company, to be the Advisor to the Company. On September 15, 2003, the Company commenced an initial public offering of up to 250,000,000 shares of common stock at $10 each and the issuance of 20,000,000 shares at $9.50 each which may be distributed pursuant to the Company's distribution reinvestment program.

        The Company is qualified and has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2003. Since the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax to the extent it distributes at least 90% of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed income.

        The Company provides the following programs to facilitate investment in the Company's shares and to provide limited liquidity for stockholders.

        The Company allows stockholders who purchase shares in the offering to purchase additional shares from the Company by automatically reinvesting distributions through the distribution reinvestment program ("DRP"), subject to certain share ownership restrictions. Such purchases under the DRP are not be subject to selling commissions or the marketing contribution and due diligence expense allowance, and are made at a price of $9.50 per share.

        The Company will repurchase shares under the share repurchase program ("SRP"), if requested, at least once quarterly on a first-come, first-served basis, subject to certain restrictions. Subject to funds being available, the Company will limit the number of shares repurchased during any calendar year to 5% of the weighted average number of shares outstanding during the prior calendar year. Funding for the SRP will come exclusively from proceeds that the Company receives from the sale of shares under the DRP and such other operating funds, if any, as the Company's board of directors, at its sole discretion, may reserve for this purpose. The board, at its sole discretion, may choose to terminate the share repurchase program after the end of the offering period, or reduce the number of shares purchased under the program, if it determines that the funds allocated to the SRP are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a declared distribution. A determination by the board to eliminate or reduce the share repurchase program will require the unanimous affirmative vote of the independent directors. As of December 31, 2003, no shares have been repurchased by the Company.

        The accompanying Consolidated Financial Statements include the accounts of the Company, as well as all wholly owned subsidiaries. Wholly owned subsidiaries generally consist of limited liability companies ("LLC's"). The effects of all significant intercompany transactions have been eliminated.

(2)   Summary of Significant Accounting Policies

        The preparation of the financial statements in conformity with accounting principles generally accepted in the United State of America ("GAAP") requires management of the Company to make estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

        Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.

35

        Costs associated with the offering are deferred and charged against the gross proceeds of the offering upon closing. Formation and organizational costs are expensed as incurred. As of December 31, 2003, $7,500 of organizational costs were expensed.

        The Company applies the fair value method of accounting as prescribed by SFAS No. 123, Accounting for Stock-Based Compensation for its stock options granted. Under this method, the Company will report the value of granted options as a charge against earnings ratably over the vesting period.

        Real estate acquisitions are recorded at costs less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred.

        Depreciation expense is computed using the straight line method. Building and improvements are depreciated based upon estimated useful lives of 30 years for building and improvements and 15 years for site improvements.

        The Company performed an impairment analysis for its long-lived assets in accordance with Statement of Financial Accounting Standards No. 144 ("SFAS 144") to ensure that the investment property's carrying value does not exceed its fair value. The valuation analysis performed by the Company was based upon many factors which require difficult, complex or subjective judgments to be made. Such assumptions include projecting vacancy rates, rental rates, operating expenses, lease terms, tenant financial strength, economy, demographics, property location, capital expenditures and sales value among other assumptions to be made upon valuing each property. This valuation is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Based upon the Company's judgment, no impairment was warranted as of December 31, 2003.

        Tenant improvements are amortized on a straight line basis over the life of the related lease as a component of amortization expense.

        Leasing fees are amortized on a straight-line basis over the life of the related lease.

        Loan fees are amortized on a straight-line basis over the life of the related loans.

        The Company allocates the purchase price of the each acquired investment property between land, building and improvements, acquired above market and below market leases, in-place lease value, customer relationship value, and any assumed financing that is determined to be above or below market terms. The allocation of the purchase price is an area that requires judgment and significant estimates. The Company uses the information contained in the independent appraisal obtained at acquisition as the primary basis for the allocation to land and building and improvements. The aggregate value of intangibles is measured based on the difference between the stated price and the property value as if vacant. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar investment properties. The Company also allocates a portion of the purchase price to the estimated acquired in-place lease costs based on estimated lease execution costs for similar leases and we consider various factors including geographic location and size of leased space. The Company also evaluates each acquired lease based upon current market rates at the acquisition date and we consider various factors including geographical location, size and location of leased space within the investment property, tenant profile, and the credit risk of the tenant in determining whether the acquired lease is above or below market lease costs. After an acquired lease is determined to be above or below market lease costs, the Company allocates a portion of the purchase price to such above or below acquired lease costs based upon the present value of the difference between the contractual lease rate and the estimated market rate. The determination of the discount rate used in the present value calculation is based upon the "risk free rate." This discount rate is a significant factor in determining the market valuation which requires our judgment of subjective factors such as market knowledge, economic, demographics, location, visibility, location, age and physical condition of the property.

        The application of SFAS 141 and SFAS 142 resulted in the recognition upon acquisition of additional intangible assets and liabilities relating to the 2003 real estate acquisitions. The portion of the purchase price allocated to acquired above market lease costs and acquired below market lease costs are amortized on a straight line basis over the life of the related lease as an adjustment to rental income. Amortization pertaining to the above market lease costs of $5,227 was applied as a reduction to rental income for the period from March 5, 2003

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(inception) to December 31, 2003. Amortization pertaining to the below market lease costs of $15,386 was applied as an increase to rental income for the period from March 5, 2003 (inception) to December 31, 2003. The table below presents the amortization during the next five years related to the acquired above market lease costs and the below market lease costs for properties owned at December 31, 2003:

Amortization of:	2004		2005		2006		2007		2008		Thereafter
Acquired above market lease costs	(431,185	)	(431,185	)	(429,043	)	(37,016	)	(37,016	)	(225,001	)
Acquired below market lease costs	582,355		582,355		582,355		561,053		531,230		3,071,065
Net rental income increase/(decrease)	151,170		151,170		153,312		524,037		494,214		2,846,064
Acquired in place lease intangibles	963,821		963,821		963,821		963,821		963,821		3,934,803

        The portion of the purchase price allocated to acquired in-place lease intangibles are amortized on a straight line basis over the life of the related lease. We incurred amortization expense pertaining to acquired in-place lease intangibles of $51,773 for the period from March 5, 2003 (inception) to December 31, 2003.

        Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets.

        The carrying amount of the Company's debt approximates fair value. The carrying amount of the Company's other financial instruments approximate fair value because of the relatively short maturity of these instruments.

        Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), determined that a lessor should defer recognition of contingent rental income (i.e. percentage/excess rent) until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. The Company records percentage rental revenue in accordance with the SAB 101.

(3)   Transactions with Affiliates

        The Advisor contributed $200,000 to the capital of the Company for which it received 20,000 shares of common stock.

        As of December 31, 2003, the Company had incurred $22,144,814 of offering costs. Pursuant to the terms of the offering, the Advisor has guaranteed payment of all public offering expenses (excluding sales commissions and the marketing contribution and the due diligence expense allowance) in excess of 5.5% of the gross proceeds of the offering or all organization and offering expenses (including selling commissions) which together exceed 15% of gross proceeds. As of December 31, 2003, offering costs did not exceed the 5.5% and 15% limitations. The Company anticipates that these costs will not exceed these limitations upon completion of the offering.

        Certain compensation and fees payable to the Advisor for services to be provided to the Company are limited to maximum amounts.

Nonsubordinated payments:
	Offering stage:
		Selling commissions	7.5% of the sale price for each share
		Marketing contribution and due diligence allowance	3.0% of the gross offering proceeds

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		Reimbursable expenses and other expenses of issuance	We will reimburse our sponsor for actual costs incurred, on our behalf, in connection with the offering
	Acquisition stage:
		Acquisition expenses	We will reimburse an affiliate of our Advisor for costs incurred, on our behalf, in connection with the acquisition of properties
	Operational stage:
		Property management fee This fee terminates upon a business combination with the property management company.	4.5% of the gross income from the properties. (cannot exceed 90% of the fee which would be payable to an unrelated third party)
		Loan servicing fee	..03% of the total principal amount of the loans being serviced For each full year, up to the first $100 million and a lesser percentage on a sliding scale thereafter
		Other property level services	Compensation for these services will not exceed 90% of that which would be paid to any third party for such services
		Reimbursable expenses relating to administrative services	The compensation and reimbursements to our Advisor and its affiliates will be approved by a majority of our directors
	Liquidation stage:
		Property disposition fee This fee terminates upon a business combination with the Advisor	Lesser of 3% of sales price or 50% of the customary commission which would be paid to a third party
Subordinated payments:
	Operational stage:
		Advisor asset management fee This fee terminates upon a business combination with the Advisor	Not more than 1% per annum of our average assets; Subordinated to a non-cumulative, non-compounded return, equal to 6% per annum
	Liquidation stage:
		Incentive advisory fee This fee terminates upon a business combination with the Advisor	After the stockholders have first received a 10% cumulative, non-compounded return per year and a return of their net investment, an incentive advisory fee equal to 15% on net proceeds from the sale of a property will be paid to the Advisor

        On October 31, 2003, the Company acquired an existing shopping center known as The Shops at Park Place through the purchase of all of the membership interests of the general partner and the membership interests of the limited partner of the limited partnership holding title to this property. The center contains approximately 116,300 gross leasable square feet and is located in Plano, Texas. An affiliate of our Advisor, Inland Park Place Limited Partnership, acquired this property on September 30, 2003 from CDG Park Place LLC, an unaffiliated third party for $23,868,000. Inland Park Place Limited Partnership agreed to sell this property to the Company when sufficient funds from the sale of shares to acquire this property were raised. Inland Park Place Limited

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Partnership agreed to sell this property to the Company for the price the affiliate paid to the unaffiliated third party, plus any actual costs incurred. The Company's board of directors unanimously approved acquiring this property, including a unanimous vote of the independent directors. The total acquisition cost to the Company was $24,000,000, which included $132,000 of costs incurred by the affiliate.

        The Advisor and its affiliates are entitled to reimbursement for salaries and expenses of employees of the Advisor and its affiliates relating to the offering. In addition, an affiliate of the Advisor is entitled to receive selling commissions, and the marketing contribution and due diligence expense allowance from the Company in connection with the offering. Such costs are offset against the Stockholders' equity accounts. Such costs totaled $16,859,779 for the period from March 5, 2003 (inception) to December 31, 2003, of which $1,369,366 was unpaid at December 31, 2003.

        The Advisor and its affiliates are entitled to reimbursement for general and administrative costs of the Advisor and its affiliates relating to our administration. Such costs are included in general and administrative expenses to affiliates, professional services to affiliates, and acquisition cost expenses to affiliates, in addition to costs that were capitalized pertaining to property acquisitions. During the period from March 5, 2003 (inception) to December 31, 2003, the Company incurred $194,017 of these costs, of which $40,703 remained unpaid as of December 31, 2003.

        An affiliate of the Advisor provides loan servicing to the Company for an annual fee. The agreement allows for annual fees totaling .05% of the first $100,000,000 in mortgage balance outstanding and .03% of the remaining mortgage balance, payable monthly. Such fees totaled $328 in the period from March 5, 2003 (inception) to December 31, 2003.

        The Company used the services of an affiliate of the Advisor to facilitate the mortgage financing that the Company obtained on some of the properties purchased. Such costs are capitalized as loan fees and amortized over the respective loan term. During the period from March 5, 2003 (inception) to December 31, 2003, the Company paid loan fees totaling $59,523 to this affiliate.

        The property managers, entities owned principally by individuals who are affiliates of the Advisor, are entitled to receive property management fees totaling 4.5% of gross operating income, for management and leasing services. The Company incurred and paid property management fees of $16,627 for the period from March 5, 2003 (inception) to December 31, 2003. None remained unpaid as of December 31, 2003.

        The Company established a discount stock purchase policy for affiliates of the Company and the Advisor that enables the affiliates to purchase shares of common stock at a discount at either $8.95 or $9.50 per share depending when the shares are purchased. The Company sold 59,497 shares to affiliates and recognized an expense related to these discounts of $62,472 for the period from March 5, 2003 (inception) to December 31, 2003.

        As of December 31, 2003 the Company was due funds from affiliates in the amount of $918,750 which is comprised of $73,750 due from an affiliate for costs paid on their behalf by the Company and $845,000 which is due from the sponsor for reimbursement of December distributions paid in January by the Company. The sponsor has agreed to advance funds to the Company for distributions paid to our shareholders until funds from operations are adequate to cover the distributions. As of December 31, 2003 the Company owed funds to the sponsor in the amount of $1,202,517 for repayment of these funds.

        As of December 31, 2003 the Company owed funds to an affiliate in the amount of $2,154,158 for the reimbursement of costs paid by the affiliate on behalf of the Company.

(3)   Stock Option Plan

        The Company has adopted an Independent Director Stock Option Plan which, subject to certain conditions, provides for the grant to each independent director of an option to acquire 3,000 shares following their becoming a director and for the grant of additional options to acquire 500 shares on the date of each annual stockholders' meeting. The options for the initial 3,000 shares are exercisable as follows: 1,000 shares on the date of grant and

39

1,000 shares on each of the first and second anniversaries of the date of grant. The subsequent options will be exercisable on the second anniversary of the date of grant. The initial options will be exercisable at $8.95 per share. The subsequent options will be exercisable at the fair market value of a share on the last business day preceding the annual meeting of stockholders. As of December 31, 2003, we have issued 3,000 options to acquire shares to each of our independent directors, for a total of 15,000 options, of which none have been exercised or expired.

        The per share weighted average fair value of options granted was $0.60 on the date of the grant using the Black Scholes option-pricing model with the following assumptions: expected dividend yield of 8%, risk free interest rate of 2.0%, expected life of five years and expected volatility rate of 18.0%. The Company has recorded $3,000 as expense for the 5,000 options (1,000 options per director) vesting upon the date of grant as of December 31, 2003 and will record the remaining $6,000 in expense ratably over the remaining two-year vesting period.

(4)   New Accounting Pronouncements

        In January 2003, FASB issued Interpretation 46, Consolidation of Variable Interest Entities or Interpretation 46, which addresses the consolidation of certain entities in which a company has a controlling financial interest through means other than voting rights. This interpretation was revised in December 2003. For calendar year companies, Interpretation 46 contains an effective date of December 31, 2003 for special purpose entities and periods ending after March 15, 2004 for all other entities. The Company does not own interests in special purpose entities and management does not believe that the adoption of Interpretation 46 will have a material impact on the Company's financial statements.

        On May 15, 2003, the Financial Accounting Standards Board issued Statement No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Statement requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Generally, the Statement is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of the Statement on July 1, 2003.

        The Company did not enter into any financial instruments within the scope of the Statement during the period from March 5, 2003 (inception) to December 31, 2003. To the extent stockholders request shares to be repurchased by the Company under the Share Repurchase Program, the Company's obligation to repurchase such shares will be classified as a liability at the redemption amount at the date documentation is complete and accepted by the Company in accordance with the plan documents.

(5)   Leases

        Minimum lease payments to be received in the future under operating leases, assuming no expiring leases are renewed, are as follows:

	Minimum Lease Payments
2004	$  10,053,640
2005	9,758,805
2006	9,684,354
2007	9,273,557
2008	9,033,324
Thereafter	78,836,462
Total	$126,640,142

        The remaining lease terms range from one year to 56 years. Pursuant to the lease agreements, tenants of the property are required to reimburse the Company for some or all of their pro rata share of the real estate taxes,

40

operating expenses and management fees of the properties. Such amounts are included in additional rental income.

(6)   Note Receivable

        The note receivable balance of $7,552,155 as of December 31, 2003 consists of an installment note from Fourth Quarter Properties XIV, LLC (Fourth) that matures on January 15, 2004. This installment note is secured by a 49% interest in Fourth, which owns the remaining portion of the Newnan Crossing shopping center and is also guaranteed personally by the owner of Fourth. Interest only at a rate of 7.6192% per annum is due on the note.

        The installment note was advanced to Fourth in contemplation of the Company purchasing the remaining portions of Newnan Crossing. The Company did not call the note on January 15, 2004 and subsequently purchased the property on February 13, 2004 at which time the note was paid in full by Fourth.

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(7) Mortgages Payable

        Mortgages payable consist of the following at December 31, 2003:

Fixed Rate Mortgages Payable	Interest Rate at		Maturity Date	Balance at December 31, 2003
Property as collateral:
Darien Commons	4.65	%	06/01/10	$	16,500,000
Park Place	4.71	%	11/01/08		13,127,000
Total Fixed Rate Mortgages Payable				$	29,627,000

        The following table shows the mortgage debt maturing during the next five years as of December 31, 2003.

2004	$	—
2005		—
2006		—
2007		—
2008		13,127,000
Thereafter		16,500,000
	$	29,627,000

        All of the Company's mortgage loans require monthly payments of interest only. The fixed-rate loans may be prepaid with a penalty after specific lockout periods.

        On February 9, 2004, the Company entered into a rate lock agreement with Bear Stearns and paid a rate lock deposit of $1,200,000 to lock the interest rate at 4.372% for a period of 90 days on $60,000,000. The rate lock was entered into to secure the interest rate on mortgage debt to be identified as debt is placed on properties the Company currently owns or will acquire in the future.

(8) Line of Credit

        On December 24, 2003, the Company entered into a $150,000,000 unsecured line of credit arrangement with KeyBank N.A. for a period of one year. The funds from this line of credit will be used to provide liquidity from the time a property is purchased until permanent debt is place on the property. The Company is required to pay interest only on the outstanding balance from time to time under the line at the rate equal to LIBOR plus 175 basis points. The Company is also required to pay, on a quarterly basis, an amount ranging from .15% to .30%, per annum, on the average daily undrawn funds remaining under this line. The line of credit requires compliance with certain covenants, such as debt service rations, minimum net worth requirements, distribution limitations and investment restrictions. As of December 31, 2003, the Company was in compliance with such covenants. In connection with obtaining this line of credit, the Company paid fees in an amount totaling approximately $1,044,000 (which includes a .65% commitment fee). The outstanding balance on the line of credit was $5,000,000 as of December 31, 2003 with an effective interest rate of 2.9375% per annum.

(9) Segment Reporting

        The Company owns and seeks to acquire multi-tenant shopping centers primarily in the western United States. All of the Company's shopping centers are currently located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma, and Texas. The Company's shopping centers are typically anchored by grocery and drugstores complemented with additional stores providing a wide range of other goods and services to shoppers.

        The Company assesses and measures operating results on an individual property basis for each of its properties based on net property operations. Since all of the Company's properties exhibit highly similar economic characteristics, cater to the day-to-day living needs of their respective surrounding communities, and offer similar degrees of risk and opportunities for growth, the properties have been aggregated and reported as one operating segment.

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        Net property operations are summarized in the following table for the period from March 5, 2003 (inception) to December 31, 2003, and a reconciliation to net loss.

Property rental and additional rental income		$	744,633
Total property operating expenses			(143,244	)
Mortgage interest			(132,471	)
Net property operations			468,918
Interest income			37,648
Less non-property expenses:
	Professional services		(88,058	)
General and administrative expenses			(235,419	)
Acquisition cost expenses			(139,263	)
Depreciation and amortization			(217,105	)
Net loss		$	(173,279	)

        The following table summarizes property asset information as of December 31, 2003.

Total assets:
	Shopping centers	$	142,804,128
	Non-segment assets		69,298,035
		$	212,102,163

        The Company does not derive any of it's consolidated revenue from foreign countries and does not have any major customer that individually account for 10% or more of the Company's consolidated revenues

(10) Earnings (loss) per Share

        Basic and diluted earnings (loss) per share ("EPS") is computed by dividing income by the weighted average number of common shares outstanding for the period (the "common shares"). As a result of the net loss incurred in 2003, diluted weighted average shares outstanding do not give effect to common stock equivalents as to do so would be anti-dilutive.

        The basic and diluted weighted average number of common shares outstanding were 2,520,986 for the period from March 5, 2003 (inception) to December 31, 2003.

(11) Commitments and Contingencies

        On December 10, 2003, in connection with the purchase of Stony Creek Market Place, the Company entered into an earnout agreement with the seller of the property. The earnout agreement stipulates that the seller shall retain the right, for a 48 month period after the date of purchase, to purchase the development and leasing rights to a vacant 50,000 square foot padsite included in the purchase of the property. If the seller develops and leases the padsite within the 48 month period, the Company is required to purchase the seller's interest in the leases based on an agreed upon base rent divider stipulated in the purchase and sale agreement. If the base rent divider should fall above or below certain limits, then the seller and purchaser have certain rights to terminate this agreement.

        On December 31, 2003, in connection with the purchase of Pavilion at King's Grant, the purchase and sale contract stipulates that if anytime during the period from January 1, 2004 through December 31, 2007 the tenant, Toys R Us located in the shopping center, should increase their base rent up to a maximum amount of $250,000 and no decrease occurs in their requirement to pay for a certain percentage of expenses at the property, then the Company would be obligated to pay the seller additional funds related to the purchase based on a income capitalization formula stipulated in the purchase and sale agreement. After December 31, 2007 the Company is no longer obligated to pay the seller additional funds.

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        As part of the purchase and sale agreement for Newnan Crossing, the Company is obligated to purchase the remaining portion of the shopping center that is currently under construction (approximately 28,000 square feet to be occupied by Linen's N Things) after construction is complete and the tenant has moved in and is paying rent. The purchase price for this portion of the center will be based on an income capitalization formula.

(12) Subsequent Events

        The Company issued 12,698,273 shares of common stock from January 1, 2004 through February 13, 2004 in connection with the offering, resulting in gross proceeds of $126,917,854.

        The Company is currently considering acquiring seven properties for an estimated purchase price of $167,000,000. Our decision to acquire each property will generally depend upon no material adverse change occurring relating to the property, the tenants or in the local economic conditions and our receipt of satisfactory due diligence information including appraisals, environmental reports and lease an information prior to purchasing the property.

        The Company has signed an application for an addition of $75,000,000 to the line of credit with Key Bank. Fundings under the line of credit will require interest only payments based on the provisions of the existing line of credit with Key Bank. As of February 13, 2004, the Company's outstanding balance owed on the line of credit is $70,000,000.

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        The Company has acquired the following properties during the period January 1 to February 13, 2004. The respective acquisitions are summarized in the table below.

Date Acquired	Property	Year Built	Approximate Purchase Price ($)	Gross Leasable Area (Sq. Ft.)	Major Tenants
01/06/04	CorWest Plaza New Britain, CT	2000/ 2001	33,000,000	115,011	Stop & Shop CVS Pharmacy Liquor Depot
01/09/04	Hickory Ridge Hickory, NC	1999	41,900,000	310,360	Best Buy Kohl's Marshall's Linens N Things Old Navy Party City Shoe Carnival A.C. Moore
01/14/04	Larkspur Landing Larkspur, CA	1978/ 2001	61,100,000	173,814	Bed Bath & Beyond 24 Hour Fitness
01/15/04	North Ranch Pavilions Thousand Oaks, CA	1992	18,468,000	62,812	Bank of America
01/20/04	Metro Square Center Severn, MD	1999	11,031,000	61,817	Shoppers Food Warehouse
01/21/04	La Plaza Del Norte San Antonia, TX	1996/ 1999	59,100,000	320,362	Best Buy Bealls Ross Stores Office Max Oshman's Superstores Cost Plus DSW Shoe Warehouse David's Bridal Petco

Date Acquired	Property	Year Built	Approximate Purchase Price ($)	Gross Leasable Area (Sq. Ft.)	Major Tenants
02/05/04	MacArthur Crossing Los Colinas, TX	1995/ 1996	23,100,000	110,975	Stein Mart
02/13/04	Promenade at Red Cliff St. George, UT	1999/ 1998	19,618,000	94,936	Old Navy Staples Big 5 Sporting Goods
02/13/04	Newnan Crossing, Phase II Newnan, GA	1997	22,362,000	153,798	TJ Maxx Office Depot Old Navy Michaels Party City

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        The mortgage debt and financings obtained subsequent to December 31, 2003, are detailed in the list below.

Date Funded	Mortgage Payable	Annual Interest Rate		Maturity Date	Principal Borrowed ($)
2/04/04	La Plaza Del Norte San Antonio, TX	4.61	%	03/01/10	32,528,000
1/30/04	Larkspur Landing Larkspur, CA	4.45	%	02/01/09	33,630,000
1/28/04	Shaw's—New Britain (A) New Britain, CT	4.684	%	11/01/33	6,450,000
1/21/04	Hickory Ridge Hickory, NC	4.531	%	02/01/09	23,650,000
1/07/04	Cor West Plaza New Britain, CT	4.56	%	02/01/09	18,150,000
1/05/04	Stony Creek Marketplace Noblesville, IN	4.77	%	01/01/11	14,162,000

(A)

In connection with the financing of Shaw's—New Britain on January 28, 2004, the Park Place mortgage debt was modified to be cross-collateralized with the Shaw's—New Britain mortgage debt. All other terms of the Park Place debt generally remained the same.

(13) Supplemental Financial Information (unaudited)

        The following represents the results of operations, for the each quarterly period, during 2003.

	2003
	Dec. 31			Sept. 30		June 30		March 31
Total income	$	782,281		—		—		—
Net loss		(123,235	)	(32,794	)	(9,750	)	(7,500	)
Net loss, per common share, basic and diluted:		(.01	)	(1.64	)	(.49	)	(.38	)
Weighted average number of common shares outstanding, basic and diluted		8,319,975		20,000		20,000		20,000

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Inland Western Retail Real Estate Trust, Inc.
(A Maryland Corporation)

Schedule III
Real Estate and Accumulated Depreciation

December 31, 2003

			Initial Costs (A)				Gross amount at which carried at end of period
	Encumbrance		Land		Buildings And Improvements		Adjustments to Basis	Land		Buildings And Improvements		Total(C)		Accumulated Depreciation (D)		Date Constructed	Date Acquired
Darien Commons		16,500,000		7,000,000		22,468,408	—		7,000,000		22,468,408		29,468,408		56,280	1994	12/03
Eckerd Drug Store—Edmund		—		975,000		2,400,249	—		975,000		2,400,249		3,375,249		—	2003	12/03
Eckerd Drug Store—Norman		—		932,000		4,369,730	—		932,000		4,369,730		5,301,730		—	2003	12/03
Newnan Crossing		—		4,542,244		12,188,579	—		4,542,244		12,188,579		16,730,823		84,217	1999	12/03
Park Place		13,127,000		9,096,000		13,174,867	—		9,096,000		13,174,867		22,270,867		—	2001	10/03
Pavilion at King's Grant		—		4,300,000		2,741,212	—		4,300,000		2,741,212		7,041,212		—	2002/2003	12/03
Shaw's Supermarket		—		2,700,000		11,532,191	—		2,700,000		11,532,191		14,232,191		—	1995	12/03
Stony Creek Market Place		—		6,735,000		17,564,434	—		6,735,000		17,564,434		24,299,434		—	2003	12/03
Total:	$	29,627,000	$	36,280,244	$	86,439,670	—	$	36,280,244	$	86,439,670	$	122,719,914	$	140,497

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Notes:

(A)

The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.

(B)

The aggregate cost of real estate owned at December 31, 2003 for Federal income tax purposes was approximately $127,195,000 (unaudited).

(C)

Reconciliation of real estate owned:

Balance at March 5, 2003 (inception)	$	—
Purchases of property		127,195,469
Acquired in-place lease intangibles		(8,805,681	)
Acquired above market lease intangibles		(1,595,673	)
Acquired below below market lease intangibles		5,925,799
Balance at December 31, 2003	$	122,719,914

(D)

Reconciliation of accumulated depreciation:

Balance at March 5, 2003 (inception)	$	—
Depreciation expense		140,497
Balance at December 31, 2003	$	140,497

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Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        There were no disagreements on accounting or financial disclosure during 2003.

Item 9(a)    Controls Evaluation and Related CEO and CFO Certifications

        We conducted an evaluation of the effectiveness of the design and operation of our "disclosure controls and procedures" (Disclosure Controls) as of the end of the period covered by this Annual Report. The controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (CEO) and principal financial and accounting officer (CFO).

        Attached as exhibits to this Annual Report are certifications of the CEO and the CFO, which are required in accordance with Rule 13a-14 of the Exchange Act. This "Controls and Procedures" section includes the information concerning the controls evaluation referred to in the certifications, and it should be read in conjunction with the certifications for a more complete understanding of the topics presented.

Definition of Disclosure Controls

        Disclosure Controls are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure Controls are also designed to reasonably assure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Our Disclosure Controls include components of our internal control over financial reporting, which consists of control processes designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles in the U.S. To the extent that components of our internal control over financial reporting are included within our Disclosure Controls, they are included in the scope of our quarterly controls evaluation.

Limitations on the Effectiveness of Controls

        The company's management, including the CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Scope of the Controls Evaluation

        The evaluation of our Disclosure Controls included a review of the controls' objectives and design, the company's implementation of the controls and the effect of the controls on the information generated for use in this Annual Report. In the course of the controls evaluation, we sought to identify data errors, control problems or acts of fraud and confirm that appropriate corrective action, including process improvements, were being undertaken. This type of evaluation is performed on a quarterly basis so that the conclusions of management, including the CEO and CFO, concerning the effectiveness of the controls can be reported in our Quarterly Reports on Form 10-Q and to supplement our disclosures made in our Annual Report on Form 10-K. Many of the components of our Disclosure Controls are also evaluated on an ongoing basis by our personnel, as well as our independent auditors who evaluate them in connection with determining their auditing procedures related to their report on our annual financial statements and not to provide assurance on our controls. The overall goals of

49

these various evaluation activities are to monitor our Disclosure Controls, and to modify them as necessary. Our intent is to maintain the Disclosure Controls as dynamic systems that change as conditions warrant.

        Among other matters, we also considered whether our evaluation identified any "significant deficiencies" or "material weaknesses" in our internal control over financial reporting, and whether the company had identified any acts of fraud involving personnel with a significant role in our internal control over financial reporting. This information was important both for the controls evaluation generally, and because item 5 in the certifications of the CEO and CFO requires that the CEO and CFO disclose that information to our Board's Audit Committee and to our independent auditors. In the professional auditing literature, "significant deficiencies" are referred to as "reportable conditions," which are deficiencies in the design or operation of controls that could adversely affect our ability to record, process, summarize and report financial data in the financial statements. Auditing literature defines "material weakness" as a particularly serious reportable condition in which the internal control does not reduce to a relatively low level the risk that misstatements caused by error or fraud may occur in amounts that would be material in relation to the financial statements and the risk that such misstatements would not be detected within a timely period by employees in the normal course of performing their assigned functions. We also sought to address other controls matters in the controls evaluation, and in each case if a problem was identified, we considered what revision, improvement and/or correction to make in accordance with our ongoing procedures.

Conclusions

        Based upon the controls evaluation, our CEO and CFO have concluded that, subject to the limitations noted above, as of the end of the period covered by this Annual Report, our Disclosure Controls were effective to provide reasonable assurance that material information relating to Intel and its consolidated subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

Part III

Item 10.    Directors and Executive Officers of the Registrant

Our Directors and Executive Officers

        The following table sets forth information with respect to our directors and executive officers:

Name	Age	Position and office with us
Robert D. Parks	60	Chairman, chief executive officer and affiliated director
Roberta S. Matlin	59	Vice president—administration
Scott W. Wilton	43	Secretary
Kelly E. Tucek	41	Treasurer
Brenda G. Gujral	61	Affiliated director
Frank A. Catalano, Jr.	42	Independent director
Kenneth H. Beard	64	Independent director
Paul R. Gauvreau	64	Independent director
Gerald M. Gorski	61	Independent director
Barbara A. Murphy	66	Independent director

*

As of January 1, 2004

        The Inland Group, Inc. or Inland, together with its subsidiaries and its and their affiliates (collectively, the "Inland Affiliated Companies" or the "Inland Organization"), is a fully integrated real estate company providing property management, leasing, marketing, acquisition, disposition, development, redevelopment, syndication, renovation, construction, finance and other related services. Inland Real Estate Investment Corporation or IREIC, a subsidiary of Inland, and one of the Inland Affiliated Companies, is the sponsor and organizer of the Company. Inland Western Retail Real Estate Advisory Services, Inc., or the Advisor, is a wholly owned subsidiary of IREIC. Inland Securities Corporation or ISC, another of the Inland Affiliated Companies, is the Dealer Manager of our offerings.    ISC was formed in 1984 and is qualified to do business as a securities broker-dealer throughout the United States. Since its formation, ISC has provided the marketing function for distribution of the investment

50

products sponsored by IREIC. ISC does not render such services to anyone other than the Inland Affiliated Companies. Our senior management includes executives of the Inland Affiliated Companies named above.

Robert D. Parks has been a director of The Inland Group since 1968 and is one of the four original principals. He has been our chairman, chief executive officer, and an affiliated director since our formation. He is chairman of our sponsor and a director of our managing dealer. Mr. Parks is president, chief executive officer and a director of Inland Real Estate Corporation. He is a director of Inland Real Estate Advisory Services, Inc., Inland Investment Advisors, Inc., Partnership Ownership Corp., Inland Southern Acquisitions, Inc. and Inland Southeast Investment Corp. He is chairman, chief executive officer and director of Inland Retail Real Estate Trust, Inc. and a trustee of Inland Mutual Fund Trust, Inc.

        Mr. Parks is responsible for the ongoing administration of existing investment programs, corporate budgeting and administration for our sponsor. He oversees and coordinates the marketing of all investments and investor relations.

        Prior to joining Inland, Mr. Parks was a school teacher in Chicago's public schools. He received his B.A. Degree from Northeastern Illinois University and his M.A. Degree from the University of Chicago. He is a registered Direct Participation Program Limited Principal with the National Association of Securities Dealers, Inc. He is also a member of the Real Estate Investment Association, the Financial Planning Association, the Foundation for Financial Planning, as well as a member of the National Association of Real Estate Investment Trusts, Inc.

Roberta S. Matlin has been our vice president of administration since our formation. Ms. Matlin joined Inland in 1984 as director of investor administration and currently serves as senior vice president of investments of our sponsor, directing its day-to-day internal operations. Ms. Matlin is a director of our sponsor and of our managing dealer. Since 1998, she has been vice president of administration of Inland Retail Real Estate Trust and was vice president of administration of Inland Real Estate Corporation from 1995 until 2000. she is president and a director of Inland Investment Advisors, Inc. and Intervest Southern Real Estate Corporation, and a trustee and executive vice president of Inland Mutual Fund Trust. Prior to joining Inland, she worked for the Chicago Region of the Social Security Administration of the United States Department of Health and Human Services. Ms. Matlin is a graduate of the University of Illinois. She holds Series 7, 22, 24, 39, 63 and 65 licenses from the National Association of Securities Dealers, Inc.

Scott W. Wilton has been our secretary since our formation. Mr. Wilton joined The Inland Group in January 1995. He is assistant vice president of The Inland Real Estate Group, Inc. and assistant counsel with The Inland Real Estate Group law department. In 1998, Mr. Wilton became secretary of Inland Retail real Estate Trust, Inc. and Inland Retail Real Estate Advisory Services, Inc. In 2001, he became the Secretary of Inland Real Estate Exchange corporation. Mr. Wilton is involved in all aspects of The Inland Group's business, including real estate acquisitions and financing, securities law and corporate governance matters, leasing and tenant matters, and litigation management. He received B.S. degrees in economics and history from the University of Illinois at Champaign 1982 and his law degree from Loyola University of Chicago, Illinois 1985. Prior to joining The Inland Group, Mr. Wilton worked for the Chicago law firm of Williams, Rutstein, Goldfarb, Sibrava and Midura, Ltd., specializing in real estate and corporate transactions and litigation.

Kelly E. Tucek has been our treasurer since our formation. Ms. Tucek joined The Inland Group in 1989 and is an Assistant Vice President of Inland Real Estate Investment Corporation. As of August 1996, Ms. Tucek is responsible for the Investment Accounting Department, which includes all public partnership accounting functions along with quarterly and annual SEC filings. Prior to joining Inland, Ms. Tucek was on the audit staff of Coopers and Lybrand since 1984. She received her B.A. Degree in Accounting and Computer Science from North Central College.

Brenda G. Gujral, an affiliated director, is president, chief operating officer and a director of Inland Real Estate Investment Corporation, the parent company of our advisor. She is also president, chief operating officer and a director of our managing dealer. Mrs. Gujral is also a director of Inland Investment Advisors, Inc., an investment advisor.

        Mrs. Gujral has overall responsibility for the operations of Inland Real Estate Investment Corporation, including the distribution of checks to over 50,000 investors, the review of periodic communications to those investors, the filing of quarterly and annual reports for Inland Real Estate Investment Corporation—sponsored publicly registered investment programs with the Securities and Exchange Commission, compliance with other Securities and Exchange Commission and National Association of Securities dealers securities regulations both for

51

Inland Real Estate Investment Corporation and Inland Securities Corporation, review of asset management activities and marketing and communications with the independent broker-dealer firms selling current and prior Inland Real Estate Investment Corporation sponsored investment programs. She works with internal and outside legal counsel in structuring Inland Real Estate Investment Corporation's investment programs and in connection with the preparation of its offering documents and registering the related securities with the Securities and Exchange Commission and state securities commissions.

        Mrs. Gujral has been with the Inland organization for 22 years, becoming an officer in 1982. Prior to joining the Inland organization, she worked for the Land Use Planning Commission establishing an office in Portland, Oregon to implement land use legislation for that state.

        She is a graduate of California State University. She holds Series 7, 22, 39 and 63 licenses from the National Association of Securities Dealers and is a member of The National Association of Real Estate Investment Trusts. Ms. Gujral is also a member of the Financial Planning Association, the Foundation for Financial Planning and the National Association for Female Executives.

        Frank A. Catalano, Jr.    has served as president of Catalano & Associates since 1999. Catalano & Associates is a real estate company that includes brokerage, property management and rehabilitation and leasing of office buildings. Mr. Catalano's experience also includes mortgage banking. Since 2002, he has been a vice president of First Home Mortgage Company. Prior to that, Mr. Catalano was a regional manager at Flagstar Bank. He also was president and chief executive officer of CCS Mortgage, Inc. from 1995 through 2000, when Flagstar Bank acquired it.

        Mr. Catalano is a member of the Elmhurst, IL Chamber of Commerce and as past chairman of the board, he is also a member of the Elmhurst Jaycees, Elmhurst Hospital Board of Governors, Elmhurst Kiwanis and is currently the President of Elmhurst Historical Museum Commission. Mr. Catalano holds a mortgage broker's license.

Kenneth H. Beard was president and chief executive officer of Exelon Services, an energy services company from 1999-2002, where he had responsibility for financial performance including being accountable for creating business strategy, growing the business through acquisition, integrating acquired companies and developing infrastructure for the combined acquired businesses. Exelon Services is a subsidiary of Exelon Corporation, a New York Stock Exchange listed company. Prior to that position, from 1974 to 1999, Mr. Beard was the founder, president and chief executive officer of Midwest Mechanical, Inc., a heating, ventilation and air conditioning company providing innovative and cost effective construction services and solutions for commercial, industrial, and institutional facilities. From 1964 to 1974, Mr. Beard was employed at The Trane Company, a manufacturer of heating, ventilating and air conditioning equipment having positions in sales, sales management and general management.

        Mr. Beard holds a MBA and BSCE from the University of Kentucky and is a licensed mechanical engineer. He is on the board of directors of the Wellness House in Hinsdale, Illinois, a cancer support organization, and Harris Bank—Hinsdale, serves on the Dean's Advisory Council of the University of Kentucky, School of Engineering, and is a past member of the Oak Brook, Illinois Plan Commission (1981-19991).

Paul R. Gauvreau is the retired chief financial officer, financial vice president and treasurer of Pittway Corporation, New York Stock exchange listed manufacturer and distributor of professional burglar and fire alarm systems and equipment from 1966 until its sale to Honeywell, Inc. in 2001. He was president of Pittway's non-operating real estate and leasing subsidiaries through 2001. He was a financial consultant to Honeywell, Inc.; is a financial consultant to Genesis Cable, L.L.C.; and a Director of ADUSA, Inc. He was a director and audit committee member of Cylink Corporation, a NASDAQ Stock Market listed manufacturer of voice and data security products from 1998 until its merger with Safenet, Inc. in February 2003. Prior to 1995, he was a director and acting chief financial officer instrumental in 1996 Cylink initial public offering.

        Mr. Gauvreau holds a MBA from the University of Chicago and a BSC from Loyola University of Chicago. He is on the Board of Trustees, Chairman of the Advancement Committee and Vice Chairman of the Finance Committee of Benedictine University, Lisle, Illinois; a member of the Board of Trustees of the Chaddick Institute of DePaul University, Chicago, Illinois; and a member of the board of directors and vice president of the Children's Brittle Bone Foundation, Pleasant Prairie, Wisconsin.

Gerald M. Gorski is a partner in the law firm of Gorski and Good, Wheaton, Illinois. Mr. Gorski's practice is limited to governmental law. His firm represents numerous units of local government in Illinois and Mr. Gorski

52

has served as a Special Assistant State's Attorney and Special Assistant Attorney General in Illinois. He received a Bachelor of Arts degree from North Central College with majors in Political Science and Economics and a Juris Doctor degree from DePaul University Law School where he was placed on the Deans Honor List. Mr. Gorski serves as a Vice-Chairman of the Board of Commissioners for the DuPage Airport Authority. He has written numerous articles on various legal issues facing Illinois municipalities; has been a speaker at a number of municipal law conferences and is a member of the Illinois Bar Association, the Institute for Local Government Law and the International Municipal Lawyers Association.

Barbara A. Murphy is the Chairwoman of the DuPage Republican Party. Ms. Murphy is also a member of Illinois Motor Vehicle Review Board and a member of Matrimonial Fee Arbitration Board. Ms. Murphy is a Milton Township Trustee and a committeeman for Milton Township Republican Central Committee. Ms. Murphy previously served as State Central Committeewoman for the Sixth Congressional District and has also served on the DuPage Civic Center Authority Board, the DuPage County Domestic Violence Task Force, and the Illinois Toll Highway Advisory Committee. Ms. Murphy is a founding member of the Family Shelter Service Board. As an active volunteer for Central DuPage Hospital, she acted as the "surgery hostess" (cared for families while a family member was undergoing surgery). Ms. Murphy was a department manager and buyer for J.W. Robinson's and Bloomingdale's and the co-owner of Daffy Down Dilly Gift Shop.

        The information which appears under the captions "Proposal No. 1—Election of Directors and Executive Officers" in the Company's definitive proxy statement for its 2004 Annual Meeting of Stockholders is incorporated by reference into this Item 10.

Item 11.    Executive Compensation

        The information which appears under the caption "Executive Compensation" in the Company's definitive proxy statement for its 2004 Annual Meeting of Stockholders is incorporated by reference into this Items 11, provided, however, that the Report of the Compensation Committee of the board of directors on Executive Compensation set forth there in shall not be incorporated by reference herein, in any of the Company's previous filings under the Securities Action of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or in any of the Company's future filings.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Statements

        The information which appears under the captions "Certain Relationships and Related Transactions" and "Common Stock Ownership of Management" in the Company's definitive proxy statement for its 2004 Annual Meeting of Stockholders is incorporated by reference into this Item 12.

Item 13.    Certain Relationships and Related Transactions

        The information which appears under the caption "Certain Relationships and Related Transactions" in the Company's definitive proxy statement for its 2004 Annual Meeting of Stockholders is incorporated by reference into this Item 13.

Item 14.    Principal Accountant Fees and Services

        The information which appears under the caption "Principal Accounting Fees and Services" in the Company's definitive Proxy Statement for its 2004 Annual Meeting of Shareholders is incorporated by reference into this Item 14.

Item 15.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)

List of documents filed:

(1)

Report of Independent Public Accountants

(2)

The consolidated financial statements of the Company are set forth in the report in Item 8.

53

(3)

Financial Statement Schedules:

        Financial statement schedule for the period from March 5, 2003 (inception) to December 31, 2003 is submitted herewith.

	Page
Real Estate and Accumulated Depreciation (Schedule III)	47

        Schedules not filed:

        All schedules other than those indicated in the index have been omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

(4)

Exhibits: See Item (c) below

(b)

Reports on Form 8-K

        The following reports on Form 8-K were filed during the quarter of the period covered by this report.

Report on Form 8-K dated November 7, 2003
Item 2—Acquisition or Deposition of Assets
Item 7—Financial Statements and Exhibits

Report on Form 8-K dated December 18, 2003
Item 2—Acquisition or Deposition of Assets
Item 7—Financial Statements and Exhibits

Report on Form 8-K/A dated December 18, 2003
Item 7—Financial Statements and Exhibits

Report on Form 8-K dated December 31, 2003
Item 2—Acquisition or Deposition of Assets
Item 7—Financial Statements and Exhibits

54

(c)

Exhibits:

EXHIBIT NO.		DESCRIPTION
1.1	*	Form of Dealer Manager Agreement by and between Inland Western Retail Real Estate Trust, Inc. and Inland Securities Corporation.
1.2	*	Form of Soliciting Dealers Agreement by and between Inland Securities Corporation and the Soliciting Dealers.
3.1	*	First Amended and Restated Articles of Incorporation of Inland Western Retail Real Estate Trust, Inc.
3.2	*	Bylaws of Inland Western Retail Real Estate Trust, Inc.
4.1	*	Specimen Certificate for the Shares.
5	*	Opinion of Duane Morris LLP as to the legality of the Shares being registered.
8	*	Opinion of Duane Morris LLP as to tax matters.
10.1	*	Form of Escrow Agreement by and among Inland Western Retail Real Estate Trust, Inc., Inland Securities Corporation and LaSalle Bank National Association.
10.2	*	Form of Advisory Agreement by and between Inland Western Retail Real Estate Trust, Inc. and Inland Western Retail Real Estate Advisory Services, Inc.
10.3	*	Form of Master Management Agreement, including the form of Management Agreement for each Property by and between Inland Western Retail Real Estate Trust, Inc. and Inland Western Property Management Corp.
10.4	*	Property Acquisition Service Agreement by and among Inland Western Retail Real Estate Trust, Inc., Inland Western Retail Real Estate Advisory Services, Inc., Inland Real Estate Corporation, Inland Real Estate Advisory Services, Inc., and Inland Real Estate Acquisitions, Inc.
10.5	*	Independent Director Stock Option Plan
10.6	*	Indemnification Agreement by and between Inland Western Retail Real Estate Trust, Inc. and its directors and executive officers.
10.7	*	Purchase and Sale Agreement (Re: Peoria Station) dated January 31, 2003.
10.8	*	Assignment of Purchase and Sale Agreement (Re: Peoria Station) dated June 3, 2003
10.9	*	Share Repurchase Plan
10.10	*	Agreement for Purchase and Sale (Re: Stony Creek) dated November 11, 2003
10.11	*	Real Property Purchase Agreement (Re: Plaza 205 and Mall 205) dated December 3, 2003
10.12	*	Amended Real Estate Purchase Contract (Re: Edmond Oklahoma Eckerd Drug Store) dated November 11, 2003
10.13	*	Amended Real Estate Purchase Contract (Re: Norman Oklahoma Eckerd Drug Store) dated November 11, 2003
10.14		Sale-Purchase Agreement Contract (Re: Shops at Park Place) dated September 5, 2003.
10.15		Assignment of Contract (Re: Shops at Park Place) dated September 23, 2003.
10.16		Assignment of Membership Interests (Re: Shops at Park Place) dated October 31, 2003.
10.17		Promissory Note (Re: Shops at Park Place) dated October 31, 2003.
10.18		Loan Agreement (Re: Shops at Park Place) dated October 31, 2003.
10.19		Post Closing Agreement (Re: Shops at Park Place) dated October 31, 2003
10.20		Purchase and Sale Agreement (Re: Darien Towne Center) dated November 12, 2003.
10.21		Purchase and Sale Agreement (Re: Shaws Supermarkets — New Britain) dated November 20, 2003.
10.22		Agreement Relating to PetsMart Claims (Re: Darien Towne Center) dated December 18, 2003.
10.23		Agreement Relating to Irv's Lease (Re: Darien Towne Center) dated December 18, 2003.
10.24		Amended Purchase Agreement (Re: Newnan Crossing) dated December 18, 2003.
10.25		Mortgage Note $10M (Re: Darien Towne Center) dated December 19, 2003.
10.26		Mortgage Note $6.5M (Re: Darien Towne Center) dated December 19, 2003.
10.27		Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and Fixture Filing (Re: Darien Towne Center) dated December 19, 2003.
10.28		Related Agreement (Re: Darien Towne Center) dated December 19, 2003.
10.29		Assignment (Re: Darien Towne Center) dated December 19, 2003.
10.30		Partial Assignment and Assumption of Purchase and Sale Agreement (Re: Shaws Supermarket — New Britain) dated December 30, 2003.
10.31		Amended Purchase Agreement (Re: Pavilions at Kings Grant) dated December 31, 2003.
10.32		Post Closing and Indemnity Agreement (Re: Pavilions at Kings Grant) dated December 31, 2003.
10.33		Mortgage Note (Re: CorWest Plaza) dated January 1, 2004.

55

10.34		Mortgage, Assignment of Leases and Rents and Security Agreement (Re: CorWest Plaza) dated January 1, 2004.
10.35		Guaranty Agreement (Re: CorWest Plaza) dated January 1, 2004.
10.36		Letter Agreement (Re: Stoney Creek Marketplace) dated January 5, 2004.
10.37		Mortgage Note (Re: Stoney Creek Marketplace) dated January 5, 2004.
10.38		Mortgage, Assignment of Leases and Rents and Security Agreement (Re: Stoney Creek Marketplace) dated January 5, 2004.
10.39		Amended Contract of Sale (Re: La Plaza Del Norte) dated January 16, 2004.
10.40		Promissory Note (Re: Hickory Ridge) dated January 23, 2004.
10.41		Post Closing Agreement (Re: Hickory Ridge) dated January 2004.
10.42		Loan Agreement (Re: Hickory Ridge) dated January 23, 2004.
10.43		Amended and Restated Promissory Noted (Re: Shops at Park Place and Shaws Supermarket — New Britain) dated January 2004.
10.44		Promissory Note (Re: Shops at Park Place and Shaws Supermarket — New Britain) dated January 2004
10.45		Open-End Mortgage and Security Agreement (Re: Shops at Park Place and Shaws Supermarket — New Britain) dated January 2004.
10.46		Loan Agreement (Re: Shops at Park Place and Shaws Supermarket — New Britain) dated January 2004.
10.47		Guaranty Agreement Regarding Cross-Collateralization (Re: Shops at Park Place) dated January 2004.
10.48		Guaranty Agreement Regarding Cross-Collateralization (Re: Shaws Supermarket — New Britain) dated January 2004.
10.49		Notice of Final Agreement (Re: La Plaza Del Norte) dated February 2004.
10.50		Secured Promissory Note Loan No. 753821 (Re: La Plaza Del Norte) dated February 2004.
10.51		Deed of Trust, Security Agreement and Assignment of Rents Loan No. 753821 (Re: La Plaza Del Norte) dated February 2004.
10.52		Guaranty Loan No, 753821 (Re: La Plaza Del Norte) dated February 2004.
10.53		Amended Purchase and Sale Agreement (Re: CorWest Plaza) dated October 8, 2003
10.54		Assignment and Assumption of Purchase and Sale Agreement (Re: CorWest Plaza) dated January 5, 2004.
10.55		Amended Purchase and Sale Agreement (Re: Metro Square Center dated January 16, 2004.
10.56		Assignment and Assumption of Letter Agreement (Re: Metro Square Center) dated January 20, 2004.
10.57		Reinstatement of and Amended to Purchase and Sale Agreement (Re: North Ranch Pavilions) dated January 14, 2004.
10.58		Assignment and Assumption of Purchase and Sale Agreement (Re: North Ranch Pavilions) dated January 15, 2004.
10.59		Letter Agreement (Re: MacArthur Crossing) dated November 20, 2003.
10.60		Assignment of Contract (Re: MacArthur Crossing) dated February 2004.
10.61		Secured Promissory Note Loan No. 753820 (Re: Larkspur Landing) dated January 30, 2004.
10.62		Deed of Trust, Security Agreement and Assignment of Rents (Re: Larkspur Landing) dated January 30, 2004.
10.63		Guaranty Loan No. 753820 (Re: Larkspur Landing) dated January 30, 2004.
10.64		Amended Option to Purchase Partnership Interests (Re: Hickory Ridge) dated December 23, 2003.
10.65		Assignment (Re: La Plaza Del Norte) dated January 21, 2004.
10.66		Purchase and Sale Agreement (Re: Larkspur Landing) dated December 12, 2003.
10.67		Assignment (Re: Larkspur Landing) dated January 14, 2004.
10.68		Amended Letter Agreement Offer to Purchase (Re: The Promenade at Red Cliff) dated February 13, 2004.
23.2	*	Consent of Duane Morris LLP (included in Exhibit 5).
23.3	*	Consent of Duane Morris LLP (included in Exhibit 8).
24	*	Power of Attorney (included on signature page to the Registration Statement).
31.1		Rule 13a-14(a)/15d-14(a) Certification by Chief Executive Officer
31.2		Rule 13a-14(a)/15d-14(a) Certification by Principal Accounting and Financial Officer
32.1		Section 1350 Certification by Chief Executive Officer and Principal Accounting and Financial Officer

*

Previously filed.

56

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

        INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.

By:	/s/ Robert D. Parks Robert D. Parks Chairman and Chief Executive Officer and Affiliated Director
Date:	February 27, 2004

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:	/s/ Robert D. Parks Robert D. Parks Chairman and Chief Executive Officer and Affiliated Director	By:	/s/ Kenneth H. Beard Kenneth H. Beard Independent Director
Date:	February 27, 2004	Date:	February 27, 2004
By:	/s/ Kelly E. Tucek Kelly E. Tucek Treasurer and principal accounting and financial officer	By:	/s/ Paul R. Gauvreau Paul R. Gauvreau Independent Director
Date:	February 27, 2004	Date:	February 27, 2004
By:	/s/ Brenda G. Gujral Brenda G. Gujral Affiliated Director	By:	/s/ Gerald M. Gorski Gerald M. Gorski Independent Director
Date:	February 27, 2004	Date:	February 27, 2004
By:	/s/ Frank A. Catalano, Jr. Frank A. Catalano, Jr Independent Director	By:	/s/ Barbara A. Murphy Barbara A. Murphy Independent Director
Date:	February 27, 2004	Date:	February 27, 2004

57

QuickLinks

PART I

Item 1. Business

Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders

PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7(a). Quantitative and Qualitative Disclosures About Market Risk

Item 8. Consolidated Financial Statements and Supplementary Data

INDEPENDENT AUDITORS' REPORT
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. (A Maryland Corporation) Consolidated Statement of Operations For the period from March 5, 2003 (inception) through December 31, 2003

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9(a) Controls Evaluation and Related CEO and CFO Certifications
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Statements
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

SIGNATURES

EX-10.14

                                                                   Exhibit 10.14

                             SALE-PURCHASE AGREEMENT

       THIS SALE-PURCHASE AGREEMENT (this "AGREEMENT"), is made as of this 5th
day of SEPTEMBER, 2003, between CDG (Park Place) LLC, a Texas limited liability
company having an office at One North Clematis Street, Suite 305, West Palm
Beach, Florida 33401 ("SELLER"), and Inland Real Estate Acquisitions, Inc., a
corporation organized under the laws of the State of Illinois, having an office
at 2901 Butterfield Road, Ok Brook, Illinois, 60035 ("PURCHASER").

                              W I T N E S S E T H:

       WHEREAS, Seller is the owner of the Shopping Center (as hereinafter
defined) known as the Shops at Park Place, 6401 West Plano Parkway, Plano,
Texas; and

       WHEREAS, Seller desires to sell, and Purchaser desires to purchase, the
Shopping Center, on the terms and conditions set forth herein.

       NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth, and for other good and valuable consideration, the mutual
receipt and legal sufficiency of which are hereby acknowledged, Seller and
Purchaser hereby agree as follows:

       1.     SALE-PURCHASE.

              Seller agrees to sell and convey to Purchaser, and Purchaser
agrees to purchase from Seller, upon the terms and conditions hereinafter set
forth, the following (the "SHOPPING CENTER"):

              (i)    all that certain plot, piece and parcel of land, consisting
of approximately 13.24 acres, including an approximately 3 acre vacant parcel,
located in the County of Collin in the State of Texas, described in EXHIBIT "A"
annexed hereto and made a part hereof, together with all easements, rights of
way, privileges, appurtenances and other rights, if any, pertaining thereto
(collectively, the "LANDS");

              (ii)   all buildings and improvements located on the Lands and all
of Seller's right, title and interest in and to any and all fixtures attached
thereto (collectively, the "IMPROVEMENTS") comprising approximately 116,300
square feet of floor area;

              (iii)  all equipment, machinery, apparatus and other articles of
personal property, to the extent same is owned by Seller, located on the Lands
and used in connection with the operation of the Improvements (collectively, the
"PERSONAL PROPERTY");

              (iv)   to the extent assignable, and subject to the terms thereof,
the Service Contracts (as hereinafter defined), except those Service Contracts
which Purchaser shall elect not to assume, such election to be made by written
notice delivered by Purchaser to Seller not later than the last day of the Due
Diligence Period (as hereinafter defined), it being understood and agreed,
anything in the foregoing to the contrary notwithstanding, that Purchaser shall
be obligated at the Closing (as hereinafter defined) to accept an assignment of,
and to assume, those Service Contracts, if any, more particularly described in
PART 2 of Exhibit "E" annexed hereto and made a part hereof;

              (vii)  to the extent assignable, and subject to the terms thereof,
all licenses, franchises, permits, certificates of occupancy, authorizations and
approvals used in or relating to the ownership, occupancy or operation of any
part of the Improvements (the "PERMITS");

              (viii) the Leases (as hereinafter defined); and

              (ix)   to the extent assignable and subject to the terms thereof,
all of the interest of Seller in any and all contracts, rights, warranties,
guaranties and trade names (including the name "The Shops at Park Place")
(collectively the "INTANGIBLE PROPERTY").

       2.     PURCHASE PRICE.

              The purchase price for the Shopping Center (the "PURCHASE PRICE")
is Twenty Three Million Eight Hundred Sixty Eight Thousand Two Hundred Fifty and
No/100 Dollars (U.S.$23,868,250.00).

                                      - 1 -


              The Purchase Price shall be payable as follows:

              2.1.   Three Hundred Thousand and No/100 Dollars (U.S.$300,000.00)
(the "INITIAL DEPOSIT"), by wire transfer of immediately available federal funds
to the order of Chicago Title Insurance Company, Chicago, Illinois office) (in
such capacity, the "ESCROW AGENT") not later than two (2) business days
following the execution and delivery of this Agreement by Purchaser, which
Initial Deposit shall be held by Escrow Agent in escrow pursuant to the
provisions of SECTION 15 hereof. The Initial Deposit shall automatically become
nonrefundable upon the expiration of the Due Diligence Period, unless Purchaser
terminates (or is deemed to have terminated) this Agreement in accordance with
the provisions of SECTIONS 5, 8, 11, 14, 20, or 36.

              2.2.   Two Hundred Thousand and No/100 Dollars (U.S.$200,000.00)
(the "ADDITIONAL DEPOSIT"; together with the Initial Deposit, the "DEPOSIT"), by
wire transfer of immediately available federal funds to the order of the Escrow
Agent on the first Business Day following the expiration of the Due Diligence
Period, which Additional Deposit, together with the Initial Deposit, shall be
held by Escrow Agent in escrow pursuant to the provisions of SECTION 15 hereof.
The Deposit together with accrued interest thereon, is hereinafter referred to
collectively as the "DOWNPAYMENT." Time shall be of the essence with respect to
the obligation of Purchaser to deliver the Additional Deposit to the Escrow
Agent and the failure of Purchaser to so deliver the Additional Deposit to the
Escrow Agent by the aforesaid date shall be deemed a default by Purchaser under
this Agreement which shall entitle Seller to exercise its remedies under SECTION
10 hereof. The parties agree that the Downpayment is nonrefundable, other than
as specifically set forth herein.

              2.3.   [intentionally deleted].

              2.4.   The balance of the Purchase Price, as adjusted for
prorations, adjustments and apportionments as herein provided, by wire transfer
on the Closing Date of immediately available federal funds to the Escrow Agent,
for further transfer, upon Closing, to an account or accounts designated by
Seller (such funds, the "CLOSING FUNDS"). At Purchaser's option, Purchaser may
wire the full amount of the Purchase Price to the Escrow Agent on the Closing
Date, and upon disbursement of the full amount of the Purchase Price to Seller
upon Closing, the entire Down payment shall be refunded to Purchaser.

       3.     PERMITTED EXCEPTIONS.

              3.1.   The Shopping Center shall be sold, and title thereto
conveyed, subject to: (i) [intentionally deleted]; (ii) the leases and occupancy
agreements described on EXHIBIT "D" attached hereto and made a part hereof (as
amended, modified, renewed or extended as of the date hereof, the "EXISTING
LEASES"), all amendments, modifications, renewals and extensions of the Existing
Leases approved in writing (or deemed approved) by Purchaser in accordance with
the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED
LEASE AMENDMENTS"), and all other leases and occupancy agreements approved in
writing (or deemed approved) by Purchaser in accordance with the provisions of
SECTION 18 of this Agreement (collectively, the "APPROVED NEW LEASES"; together
with the Existing Leases and the Approved Lease Amendments, the "LEASES"), (iii)
all Violations (as hereinafter defined), (iv) to the extent assignable, Seller's
right, title and interest in and to the service contracts described on EXHIBIT
"E" attached hereto and made a part hereof (as amended, modified, renewed or
extended as of the date hereof, the "EXISTING SERVICE CONTRACTS"), all
amendments, modifications, renewals and extensions of the Existing Service
Contracts approved in writing (or deemed approved) by Purchaser in accordance
with the provisions of SECTION 18 of this Agreement (collectively, the "APPROVED
SERVICE CONTRACT AMENDMENTS"), and all other service contracts approved in
writing (or deemed approved) by Purchaser in accordance with the provisions of
SECTION 18 of this Agreement (collectively, the "APPROVED NEW SERVICE
CONTRACTS"; together with the Existing Service Contracts and the Approved
Service Contract Amendments, the "SERVICE CONTRACTS"), it being acknowledged
that if any Service Contract is not assignable by its terms and a consent to the
assignment thereof is not obtained by the Closing Date, then the transaction
shall nevertheless proceed to Closing and Seller shall terminate such Service
Contract at Closing at Seller's expense, it being agreed that the failure to
obtain any such consent to assignment shall not constitute a default by any
party hereunder, constitute a failure of condition precedent in favor of any
party or grant any party hereunder any right or remedy, and (v) the Permitted
Title Exceptions and the Permitted Survey Conditions (as such terms are
hereinafter defined) (the Leases, the Violations, the Service Contracts, the
Permitted Title Exceptions and the Permitted Survey Conditions being hereinafter
collectively referred to as the "PERMITTED EXCEPTIONS").

                                      - 2 -


              3.2.   Seller shall give and Purchaser shall accept such fee
simple title to the Shopping Center as the Title Company (as hereinafter
defined) shall approve and insure as provided in SECTION 8 hereof, without
material exceptions other than the Permitted Exceptions and standard preprinted
exceptions.

       4.     CLOSING DATE.

              The consummation of the transactions contemplated hereby (the
"CLOSING"), shall take place at the offices of the Escrow Agent, at 171 North
Clark Street, Division II Escrow, Chicago, Illinois 60601, Attention: Nancy
Castro, on the 17th day of September, 2003 (the "INITIAL SCHEDULED CLOSING
DATE"). Notwithstanding the foregoing, Seller shall have the right, by
delivering notice to Purchaser not later than three (3) Business Days before the
Initial Scheduled Closing Date, as applicable, to adjourn such closing date to a
date (the "SELLER ADJOURNED CLOSING DATE") not later than thirty (30) days after
the Initial Scheduled Closing Date, such right being in addition to any other
right provided for in this Agreement for Seller to extend or adjourn the Closing
Date (as hereinafter defined). As used herein, the term "CLOSING DATE" shall
mean the Initial Scheduled Closing Date, the Seller Adjourned Closing Date or
any other Closing Date adjourned by Seller pursuant to the provisions hereof, as
applicable. It is expressly agreed by Seller and Purchaser that time is of the
essence with respect to Purchaser's obligation to close this transaction on the
Closing Date. For the avoidance of doubt, Purchaser acknowledges that if Seller
adjourns the Closing Date pursuant to any right of adjournment granted
hereunder, then time shall be of the essence with respect to Purchaser's
obligation to close this transaction on such adjourned Closing Date. The Closing
shall be conducted through a New York style escrow (i.e., the concurrent [aa]
execution and delivery of the Closing Documents by the parties, [bb] payment by
Purchaser of the Purchase Price, plus or minus adjustments and/or prorations as
provided herein, and [cc] delivery to the Purchaser of an owners title insurance
policy with respect to the Lands [or a mark-up of the Title Commitment] in the
amount of the Purchase Price and subject to no exceptions other than the
Permitted Title Exceptions and the Permitted Survey Conditions), such escrow to
be established conducted by the Escrow Agent in accordance with its usual form
of deed and money escrow agreement then in use by the Escrow Agent, with such
special provisions inserted therein as may be required to conform with this
Agreement. The cost of the escrow shall be divided equally between the parties.
The escrow shall supplement and not supersede this Agreement. Each party shall
execute and deliver to the Escrow Agent at Closing such additional documents as
are required to be provided by each party in order to satisfy its respective
responsibilities as to the "Requirements" set forth in the Title Commitment.
This Agreement shall not be merged into the escrow instructions but as between
the parties hereto, the provisions of this Agreement, shall govern and control.
Seller agrees to reasonably cooperate with Purchaser's lender, if any, and with
the lender's money lender escrow, provided that such cooperation does not (x)
impose any cost or liability upon Seller, (y) purport to involve any change in
any of the terms or provisions of this Agreement, or (z) purport to require any
postponement of the Closing or any other time period set forth herein.

                            Anything herein to the contrary notwithstanding,
                            Closing shall occur seven (7) days after Purchaser's
       5.     VIOLATIONS.   receipt of the last of the Tenant and Seller
                            Estoppel Certificates required by this Agreement,
                            but not earlier than September 30, 2003 and not
                            later than December 31, 2003.

              Purchaser shall accept title to the Shopping Center subject to any
and all violations of law or municipal ordinances, orders or requirements issued
by the departments of buildings, fire, labor, health or other Federal, State,
County, Municipal or other departments and governmental agencies having
jurisdiction against or affecting the Shopping Center, and any outstanding work
orders, whether outstanding as of the date hereof or noticed at any time during
the Due Diligence Period (each, an "EXISTING VIOLATION"). Any such violation
that is noticed (i.e., issued by the applicable governmental authority) after
the expiration of the Due Diligence Period is referred to herein as a "NEW
VIOLATION". The Existing Violations and the New Violations are referred to
herein, collectively, as the "VIOLATIONS". Purchaser and Seller agree that the
following shall apply in respect of any Violations:

              (a)    In respect of Existing Violations, Seller shall have no
restoration, repair or other obligation or liability of any kind or nature with
respect thereto and Purchaser shall be required to take title to the Shopping
Center without adjustment of the Purchase Price.

              (b)    In respect of New Violations:

                     (i)    Purchaser shall deliver notice thereof to Seller
("PURCHASER'S VIOLATIONS NOTICE") by the earlier of one (1) day prior to the
Closing Date or five (5) days after it becomes aware of the existence of any New
Violation and Purchaser's failure to deliver Purchaser's Violations Notice
within such time period shall be deemed to be Purchaser's waiver of any rights
under this SECTION 5(b) and agreement to take title to the Shopping Center
without adjustment of the Purchase Price.

                                      - 3 -


                     (ii)   Within five (5) Business Days after Seller receives
Purchaser's Violations Notice (and if the expiration of such five (5) Business
Day period is after the Closing Date, then at the option of Seller the Closing
shall be adjourned to the date three (3) Business Days after the expiration of
such five (5) Business Day period). Seller shall deliver notice to Purchaser
("SELLER'S VIOLATIONS RESPONSE NOTICE") stating either (x) that Seller agrees to
either cure such Violation prior to the Closing or to grant Purchaser a credit
at Closing against the Purchase Price, such credit to be in an amount equal to
the reasonably estimated cost of curing same or (y) that Seller does not elect
to cure such Violation or grant Purchaser such credit against the Purchase
Price. Seller's failure to deliver Seller's Violations Response Notice within
such five (5) Business Day period shall be deemed to be Seller's election under
CLAUSE (y) on the last day of such five (5) Business Day period. In the event
that the reasonably estimated aggregate cost of curing all such Violations is
less than $5,000, then Seller shall be required to make its election under
CLAUSE (x)

                     (iii)  In the event that Seller in Seller's Violations
Response Notice makes (or is deemed to have made) the election under CLAUSE (x)
of SECTION 5(b)(ii) above, then Seller shall either cause the applicable
Violation to be cured prior to the Closing (and shall be entitled to adjourn the
Closing for up to sixty [60] days to effectuate such cure) or grant Purchaser a
credit at Closing against the Purchase Price, such credit to be in an amount
equal to the reasonably estimated cost of curing same, as set forth in an cost
estimate obtained by Seller from an unrelated licensed contractor. In the event
that Seller in Seller's Violations Response Notice makes (or is deemed to have
made) the election under CLAUSE (y) of SECTION 5(b)(ii) above, then by the
earlier of one (1) day prior to the Closing Date (as it may have been adjourned
by Seller pursuant to SECTION 5(b)(ii) or five (5) days after Purchaser receives
Seller's Violations Response Notice making such election, Purchaser shall
deliver notice to Seller ("PURCHASER'S VIOLATIONS RESPONSE NOTICE") stating
either (x) that Purchaser elects to accept title to the Shopping Center subject
to the applicable Violation without adjustment of the Purchase Price, in which
event the Closing hereunder shall occur without any further obligation of Seller
under this SECTION 5 or (y) that Purchaser elects to terminate this Agreement,
in which event Seller and Purchaser shall direct the Escrow Agent to return the
Downpayment to Purchaser, this Agreement shall terminate and neither party shall
have any further obligation under this Agreement, except that the obligations of
the parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall survive.
Purchaser's failure to deliver Purchaser's Violation Response Notice to Seller
within the time period referred to in the preceding sentence shall be deemed to
be Purchaser's election under CLAUSE y of the preceding sentence.

                     (iv)   Without limiting the generality of the foregoing
provisions of this Section 5, in the event that Purchaser takes title to the
Shopping Center without raising any objection to any Violation in accordance
with the provisions of this SECTION 5, same shall constitute a complete waiver
of any right Purchaser may have to object to such Violation or to make any claim
against Seller on account thereof and any such claim is hereby waived by
Purchaser.

              (c)    Purchaser shall not, without first obtaining the prior
written consent of Seller, request that any governmental authority inspect or
otherwise evaluate the condition of the Shopping Center in respect of the
existence of Violations, provided that the foregoing shall not prohibit
Purchaser from making customary inquiries of governmental authorities as to
whether Violations have been noticed by any such governmental authorities.

              (d)    Purchaser (i) acknowledges that it is aware of the
existence of the matters (if any) listed on EXHIBIT "F", (ii) agrees that same
constitute Existing Violations for purposes of this SECTION 5, and (iii)
acknowledges that Seller has not made any representation regarding such
Violations nor made any representation that such matters constitute all Existing
Violations.

       6.     APPORTIONMENTS.

              6.1.   The following are to be apportioned as of the Closing Date:

                     (i)    Real property taxes and assessments (including,
without limitation, any assessments relating to Permitted Exceptions,
improvement district assessments or similar charges), personal property taxes,
water and other utility charges and sewer taxes not otherwise payable directly
to the taxing authority by any tenant under a Lease. Seller and Purchaser each
agree to deliver to the other, as appropriate, the required portion of any funds
received by Seller or Purchaser, as the case may be, in order to effectuate the
foregoing. Anything in the foregoing or elsewhere in this Agreement to the
contrary notwithstanding, it is understood and agreed that if the Closing shall
take place prior to the date upon which Seller shall have paid the real property
taxes and/or assessment for the calendar year in which the Initial Scheduled
Closing Date (or, if applicable, the Seller Adjourned Closing Date) falls, then,
in lieu of any other sums which, pursuant to any provision of this Agreement,
might otherwise be payable (or credited) by Seller to Purchaser on account or in
respect of the real property taxes and assessments allocable to the portion of
calendar year

                                      - 4 -


2003 ending at 11:59PM on the calendar day immediately preceding the Closing
Date, Seller shall (aa) pay (or credit) to Purchaser the amount of any and all
estimated tax payments theretofore received by Seller from tenants of the
Shopping Center, and (bb) pay (or credit) to Purchaser an amount equal to the
product computed by multiplying (x) $54.79 per day (i.e., $20,000 DIVIDED BY 365
days), by (y) the number of calendar days which shall have elapsed between
January 1, 2003 and the Closing Date, and (cc) assign to Purchaser any and all
rights which Seller may have to recover other payments on account of such taxes
and assessments from tenants of the Shopping Center. Seller and Purchaser
acknowledge that a fee in the approximate amount of $23,000.00 is payable to the
tax consultant (the "consultant") who secured a reduction in the Shopping
Center's 2003 assessed valuation for real property taxes. Fifty percent (50%) of
the consultant's fee (i.e., approximately $11,500.00) shall be paid by Seller
prior to Closing, and Seller shall provide Purchaser with proof of such payment
at or prior to Closing. Purchaser agrees that to the extent that Purchaser shall
receive payment for same from the tenants of the Shopping Center, Purchaser
shall reimburse Seller for the portion of the consultant's fee paid by Seller,
such reimbursement to be made by Purchaser to Seller on the earlier of March 15,
2004 or the date upon which Seller reconciles 2003 real property tax payments
with the tenants of the Shopping Center. Purchaser agrees to make commercially
reasonable efforts to collect said sum from those tenants of the Shopping Center
who are obligated by their respective leases to contribute to such tax
consultant's fee.

                     (ii)   Fixed, additional and percentage rent, pylon and/or
sign rents or charges, escrows, impounds and/or prepaid expenses and all other
charges under the Leases, if, as and when collected in accordance with
SECTION 6.6 hereof (all of the foregoing being collectively referred to as
"RENTS").

                     (iii)  Charges under the Service Contracts.

                     (iv)   License, permit and inspection fees.

                     (v)    Deposits, if any, on account with utility companies
servicing the Shopping Center (and Seller and Purchaser each agrees to cooperate
to effectuate the transfer of any such deposits), provided that, at Seller's
option, Seller will obtain a refund of any such utility deposits in effect and
Purchaser shall provide its own utility deposits directly to the applicable
utility companies.

                     (vi)   All other items customarily apportioned in
connection with the sale of similar properties similarly located.

              6.2.   Real estate taxes and assessments shall be prorated on and
as of the Closing Date based on the most current tax bills available, taking
into account the maximum available discounts and any and all other exemptions
available; PROVIDED, HOWEVER, in the event Seller is protesting or challenging
any real property taxes or assessments, the benefits of any such challenge or
protest shall be shared pro rata, in cash, after expenses, between the parties
for 2003 taxes provided a claim is made pursuant to this SECTION 6.2 by the
Seller or Purchaser within one (1) year from the Closing Date.

              6.3.   (i)    If the Shopping Center or any part thereof shall be
or shall have been affected by any bond district, facilities district or special
assessment prior to the Closing Date, such portion of such bond district,
facilities district or special assessment due and relating to the period of time
prior to the Closing Date shall be paid by Seller and such portion of such bond
district, facilities district or special assessment due or relating to the
period of time from and after the Closing Date shall be paid by Purchaser. If
any bond district, facilities district or special assessment on the Shopping
Center is payable in installments, then the installment for the current period
shall be prorated (with Purchaser assuming the obligation to pay any
installments due from and after the Closing Date) (it being agreed that if there
is a dispute as to the amount or the obligations of the parties under this
CLAUSE (i) then at Seller's option the Closing shall nevertheless take place,
however there shall be withheld from Seller's portion of the Closing Funds an
amount equal to the amount in dispute as reasonably determined by Purchaser,
which amount shall be held by Escrow Agent in escrow pursuant to instructions of
the parties.

                     (ii)   If the Shopping Center or any part thereof shall be
or shall have been affected by any bond district, facilities district or special
assessment on or subsequent to the Closing Date, whether or not payable in
annual installments, the entire amount of such assessment shall be paid by
Purchaser.

              6.4.   If there are any water meters on the Shopping Center (other
than meters measuring water consumption costs which are the obligation of
tenants to pay under Leases), Seller shall furnish readings, and the

                                      - 5 -


unfixed water and sewer charges, if any, based thereon for the intervening time,
shall be apportioned on the basis of such last readings.

              6.5.   The amount of any unpaid real property taxes, assessments,
personal property taxes, water charges and sewer charges which Seller is
obligated to pay and discharge, with interest and penalties thereon to the
Closing Date may, at the option of Seller, be allowed to Purchaser out of the
balance of the Purchase Price, provided that official bills therefor with
interest and penalties thereon are furnished by Seller at the Closing. If there
are any other liens or encumbrances which Seller is paying and discharging
pursuant to SECTION 8 hereof, Seller may use any portion of the Purchase Price
to satisfy the same, provided that the Title Company shall be willing to insure
Purchaser against collection of such liens and/or encumbrances, including
interest and penalties, in which event such liens and encumbrances shall not be
objections to title.

              6.6.   (i)    To the extent that Purchaser receives Rents under
Leases (including monthly payments of percentage rents and "pass throughs")
after the Closing Date, Purchaser shall, within ten (10) Business Days
thereafter, render an accounting to Seller with respect thereto, and,

                            (x)    if such Rents shall have been received on or
prior to the last calendar day of the month in which the Closing occurred, the
amount of such Rents (after deducting reasonable out-of-pocket cost of
collection, if any) shall be applied in the following order of priority: (a)
first, to the calendar month in which the Closing occurs, (b) second to any
calendar month or months following the calendar month in which the Closing
occurred until such tenant is current on post-Closing Rents, and (c) third, to
the calendar months preceding the Closing until such tenant is current on
pre-Closing Rents, or

                            (y)    if such Rents shall have been received
following the last calendar day of the month in which the Closing occurred, the
amount of such Rents (after deducting reasonable out-of-pocket cost of
collection, if any) shall be applied in the following order of priority: (a)
first to any calendar month or months following the calendar month in which the
Closing occurred until such tenant is current on post-Closing Rents, (b) second,
to the calendar month in which the Closing occurs, and (c) third, to the
calendar months preceding the Closing until such tenant is current on
pre-Closing Rents.

                            Seller has advised Purchaser that certain sums are
due and owing to Seller from certain tenants of the Shopping Center in respect
of the calendar year 2002 reconciliation(s) of Shopping Center operating
expenses (the "Reconciliation Amounts"). Anything in this Agreement to the
contrary notwithstanding, it is understood and agreed that Seller shall be
entitled receive and retain any and all sums paid and/or payable by such tenants
on account of the Reconciliation Amounts, and if any such sums shall be received
by Purchaser following the Closing, Purchaser shall, within ten (10) days
following receipt thereof, render an accounting to Seller with respect thereto
and simultaneously pay the full amount thereof over to Seller.

                     (ii)   Within sixty (60) days following the end of the
fiscal year in which the Closing occurs, with respect to which percentage rents
or other similar payments are payable under each Lease or other occupancy
arrangement, Purchaser shall calculate the portion of such rents or payments to
which Seller shall be entitled, which portion shall equal a fraction, the
numerator of which is the number of days in such fiscal year with respect to
such Lease that elapsed prior to the Closing Date and the denominator of which
is the total number of days in such fiscal year. Purchaser shall be entitled to
the remaining portion of such rents or payments. If Seller has received
percentage rents or other similar payments with respect to any Lease or other
occupancy arrangement for such fiscal year in excess of the amount to which it
is entitled pursuant to this Agreement, Seller shall pay such excess to
Purchaser within ten (10) Business Days after such calculation. If Purchaser has
received percentage rents or other similar payments with respect to any Lease or
other occupancy arrangement for such fiscal year in excess of the amount to
which it is entitled pursuant to this Agreement, such excess shall be paid by
Purchaser to Seller within ten (10) Business Days after the later of (a)
Purchaser's receipt of such excess percentage rents or other similar payments
and (b) the date of such calculation.

                     (iii)  Purchaser shall make good faith reasonably diligent
efforts to collect any and all Rents due pursuant to the Leases. Notwithstanding
the foregoing, if Purchaser shall commence any legal action to collect any
amounts due from a tenant under a Lease and such tenant shall also owe amounts
which Seller shall be entitled to retain pursuant to the provisions of this
Agreement, then Purchaser shall include in its legal action the claim for
amounts due to Seller, and Seller shall reimburse Purchaser for a portion of the
reasonable and actual out-of-pocket legal fees and disbursements incurred by
Purchaser in prosecuting such action, such reimbursement to be in an amount
equal to

                                      - 6 -


the total amount of such fees and disbursements multiplied by a fraction, the
numerator of which is the total amount realized by Seller in such action and the
denominator of which is the combined total amount realized by Seller and
Purchaser in such action. If Seller is entitled, in accordance with the
provisions of this Agreement, to all or any portion of any Rents owed by any
tenant under a Lease and such tenant shall be in default of its obligation to
pay such Rents, Seller reserves the right to commence any and all appropriate
legal proceedings to collect such amounts (but Seller shall not commence any
action against a tenant to dispossess such tenant from possession of space in
the Shopping Center, and Purchaser agrees to cooperate with Seller in connection
with such proceedings, PROVIDED that, if under applicable law it is necessary to
use Purchaser's name in order to commence or maintain any such proceedings,
Purchaser shall, at Seller's request and sole cost and expense, commence and
maintain such proceedings at the direction of Seller and shall otherwise
cooperate with Seller in connection therewith, PROVIDED, FURTHER, that Seller
shall agree to indemnify Purchaser for any loss, cost, damage or reasonable
expense incurred by Purchaser in connection with such proceedings.

              6.7.   Prior to the Closing, Purchaser and Seller shall cooperate
to arrange for utility services to the Shopping Center to be discontinued in
Seller's name, as of the day immediately prior to the Closing Date, and to be
reinstated in Purchaser's name, as of the Closing Date. In the event that the
foregoing cannot be effectuated, then Seller shall furnish readings of the
applicable utility meters to a date not more than thirty (30) days prior to the
Closing Date, and the unfixed charges, if any, based thereon for the intervening
time, shall be apportioned on the basis of such last readings.

              6.8.   Purchaser agrees that it shall be responsible for the
payment of the commissions due to brokers, whether payable prior to or
subsequent to the Closing Date ("LEASING COMMISSIONS"), the costs to be incurred
for tenant improvements ("TENANT IMPROVEMENT COSTS"), and all other
out-of-pocket costs and expenses (including, without limitation, reasonable
legal fees, costs and disbursements and tenant relocation costs) arising out of,
under or in connection with, any Approved Lease Amendments or Approved New
Leases or any extension or renewal of an Existing Lease (collectively, "OTHER
LEASING COSTS"; together with any Leasing Commissions and Tenant Improvement
Costs, "LEASING COSTS"), and Purchaser hereby assumes, effective as of the
Closing Date, the obligation to pay all Leasing Costs with respect to Approved
New Leases and Approved Lease Amendments. In the event that (i) Seller becomes
obligated to pay any Leasing Costs with respect to an Approved Lease Amendment
or an Approved New Lease and (ii) Seller pays any such Leasing Costs prior to
the date of the Closing, then at Closing Purchaser shall reimburse Seller for
such Leasing Costs. In addition, Purchaser hereby assumes, effective as of the
Closing Date, the obligation to pay those commissions referred to on the list of
Lease Commissions Payable on EXHIBIT "D" attached hereto (the "SPECIAL
COMMISSIONS"). Purchaser hereby indemnifies Seller and holds Seller harmless
from and against any and all claims and liabilities (including, without
limitation, reasonable attorneys' fees, costs and disbursements and costs
incurred in the enforcement of the foregoing indemnity) arising out of
Purchaser's failure to comply with its obligations under this SECTION 6.8.
Without limiting any of the foregoing provisions, Purchaser hereby specifically
assumes the obligation to pay any and all leasing commissions that may be due to
third party brokers in connection with a future renewal of any Existing Lease,
and Purchaser hereby specifically indemnifies Seller against any liability
arising therefrom.

              6.9.   Seller shall transfer to Purchaser concurrently with the
Closing all security deposits of tenants under the Leases, together with any
interest accrued on such security deposits (the "SECURITY DEPOSITS") or grant
Purchaser a credit against the Purchase Price at Closing for the full amount of
the Security Deposits. To effectuate such intent, at or subsequent to the
Closing, Seller and Purchaser shall cooperate to notify any third party
institutions holding tenant security deposits of the transfer of title thereto
from Seller to Purchaser. In the event any security deposits are evidenced by
letters of credit, Seller and Purchaser shall cooperate (on a post-closing
basis, but with all transfer/assignment documentation completed on or before
Closing and, to the extent not payable by the corresponding tenant, with Seller
paying any and all transfer/assignment fees and costs) to transfer such letter
of credit to Purchaser.

              6.10.  With the exception of SECTIONS 6.2 AND 6.6(ii), the
provisions of this SECTION 6 shall survive for ninety (90) days and either party
shall have the right prior to expiration of ninety (90) day period to require
that errors related to computations and calculations under this SECTION 6 be
corrected and the parties agree that any errors not raised prior to the
expiration of such ninety (90) day period shall be deemed to be waived,
PROVIDED, HOWEVER, notwithstanding the foregoing, computations that cannot
reasonably be determined on or before the expiration of such ninety (90) day
period shall not be waived until the date that is the earlier to occur of (i)
nine (9) months after the Closing Date or (ii) sixty (60) days after the date
that such computations can reasonably be determined. For the avoidance of doubt,
the parties acknowledge that after the expiration of such ninety (90) day
period, the indemnification obligations of Seller, if any, contained in this
SECTION 6, shall expire, provided that the indemnification obligations of
Purchaser, if any, contained in this SECTION 6 shall survive indefinitely.

                                      - 7 -


       7.     CLOSING DOCUMENTS.

              7.1.   At the Closing, Seller shall deliver to Purchaser and
execute, where applicable, the following:

                     (i)    a Special Warranty Deed with respect to the Shopping
Center in the form attached hereto as EXHIBIT "G" and made a part hereof (the
"DEED"), which Deed shall be in recordable form, duly executed and acknowledged;

                     (ii)   a bill of sale with respect to the Personal
Property, in the form attached hereto as EXHIBIT "H" and made a part hereof (the
"BILL OF SALE");

                     (iii)  an assignment and assumption of the Leases,
substantially in the form attached hereto as EXHIBIT "I" and made a part hereof
(the "ASSIGNMENT AND ASSUMPTION OF LEASES");

                     (iv)   an assignment and assumption of the Service
Contracts, substantially in the form attached hereto as EXHIBIT "J" and made a
part hereof (the "ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS");

                     (v)    to the extent same are in the possession or
reasonable control of Seller, Seller's executed counterparts of all Leases and
any guarantees relating thereto;

                     (vi)   a signed notice to the tenants of the Shopping
Center, in the form attached hereto as EXHIBIT "K" and made a part hereof (the
"NOTICE TO TENANTS"), advising them of the within sale and directing them to pay
rent and address all communications to Purchaser or, at Purchaser's option, to
Purchaser's managing agent;

                     (vii)  to the extent the same are in the possession or
reasonable control of Seller and are transferable to Purchaser, all original
licenses, certificates and permits pertaining to the Shopping Center and
required for the use or occupancy thereof and an assignment and assumption
thereof, but only if and to the extent that the same are not assigned and
assumed pursuant to any of the other Closing Documents;

                     (viii) to the extent the same are in the possession or
reasonable control of Seller, any and all keys to entrance doors to, and
equipment and utility rooms located in, the Shopping Center;

                     (ix)   a "non-foreign person affidavit" that meets the
requirements of Section 1445(b)(2) of the Internal Revenue Code of 1986, as
amended;

                     (x)    such documents (such as corporate resolutions or
partnership authorizations and certified corporate or partnership organizational
documents) as are reasonably required by the Title Company to evidence the
authorization of the within sale of the Shopping Center by Seller and the
delivery by Seller of all of the Closing documents required by this Agreement;

                     (xi)   the Tenant Estoppel Certificates (as hereinafter
defined) and/or Seller Estoppel Certificates (as hereinafter defined) to the
extent required to be delivered pursuant to SECTION 36;

                     (xii)  an assignment and assumption of Intangible Property
with respect to the Shopping Center, in the form attached hereto as EXHIBIT "L"
and made a part hereof (the "ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY");

                     (xiii) an up-to-date rent roll as required by SECTION
11.1(iii) hereto;

                     (xiv)  a duly executed termination of Seller's existing
property management agreement, if any;

                     (xv)   such other documents as may reasonably be requested
by the Title Company to evidence Seller's authorization of the sale of the
Shopping Center; and

                     (xvi)  such other documents, instruments and/or deliveries
as are required to be delivered by Seller pursuant to the terms of this
Agreement.

                                      - 8 -


              7.2.   At the Closing, Purchaser shall deliver to Seller and
execute, where applicable, the following:

                     (i)    the Closing Funds (in addition to Escrow Agent's
delivery of the Downpayment);

                     (ii)   the Assignment and Assumption of Leases;

                     (iii)  the Assignment and Assumption of Service Contracts;

                     (iv)   the Assignment and Assumption of Intangible
Property;

                     (v)    such documents (such as limited liability company
resolutions, corporate resolutions or partnership authorizations and certified
limited liability company, corporate or partnership organizational documents) as
are reasonably required by Seller evidencing the authorization of the purchase
of the Shopping Center by Purchaser and the delivery by Purchaser of all of the
Closing documents required by this Agreement;

                     (vi)   such other documents as may reasonably be requested
by the Title Company to evidence Purchaser's authorization of the acquisition of
the Shopping Center by Purchaser; and

                     (vii)  such other documents, instruments and/or deliveries
as are required to be delivered by Purchaser pursuant to the terms of this
Agreement.

              7.3.   [intentionally deleted].

              7.4.   The acceptance of transfer of title to the Shopping Center
by Purchaser shall be deemed to be full performance and discharge of any and all
obligations on the part of Seller to be performed pursuant to the provisions of
this Agreement, except where such agreements and obligations are specifically
stated to survive the transfer of title.

       8.     TITLE INSURANCE.

              8.1.   Purchaser acknowledges that Seller has delivered to
Purchaser a copy of Seller's existing survey for the Shopping Center and a
commitment for title insurance dated not earlier than thirty (30) days prior to
the date of execution and delivery of this Agreement (the "TITLE COMMITMENT")
from Chicago Title Insurance Company (the "TITLE COMPANY"). Additionally, not
later than five (5) days prior to the end of the Due Diligence Period, Seller
shall deliver to Purchaser, at Seller's sole cost and expense, six (6) copies of
an ALTA/ACSM Land Title Survey plat of survey of the Lands (the "SURVEY"),
certified to Seller, Purchaser, the Title Company and Purchaser's lender, if
any, with a certification date subsequent to the date of this Agreement, as
being made in compliance with the then current ALTA/ASCM Minimum Standard Detail
Requirements for Land Title Surveys, including the following Table A Optional
Survey Responsibilities and Specifications: 1; 2; 3; 4; 6; 7(a), (b) and (c);
and 8 through 11 inclusive (with item 7[b][2] showing the tract area in both
square footage and acres), and in form sufficient for the Title Company to Issue
its owners title policy without survey exception (except for non-material
encroachments, and the like which do not affect any buildings on the Lands.

              8.2.   If the Title Commitment discloses exceptions to title which
are not acceptable to Purchaser in Purchaser's reasonable discretion (any such
exception being referred to herein as an "UNPERMITTED TITLE EXCEPTIONS"), then
Purchaser shall give Seller notice of any Unpermitted Title Exception on or
prior to the 7th day following Purchaser's receipt of the Title Commitment and
Survey (said 7th day being hereinafter sometimes referred to as the "Title and
Survey Objection Deadline"). Any matters not objected to by Purchaser on or
prior to the Title and Survey Objection Deadline shall be deemed "PERMITTED
TITLE EXCEPTIONS". Seller acknowledges that under letter dated July 16, 2003
issued by Purchaser's counsel (the "Title and Survey Comments Letter"), a copy
of which is attached hereto as Exhibit "R", Purchaser gave Seller timely notice
of Unpermitted Title Exceptions. Seller agrees to make commercially reasonable
efforts to resolve, to Purchaser's satisfaction, the Unpermitted Title
Exceptions referred to in the Title and Survey Comments Letter on or before
twelve (12) days prior to the Closing Date (and Seller shall have the right to
adjourn the Closing Date for up to sixty (60) days in order to effectuate same).
If Seller fails or is unable to resolve to Purchaser's satisfaction, the
Unpermitted Title Exceptions referred to in the Title and Survey Comments Letter
on or before twelve (12) days prior to the Closing Date, then either party shall
be entitled to terminate this Agreement. In such case, Seller and Purchaser
shall direct the Title Company to return the Downpayment to Purchaser, and
neither party

                                      - 9 -


shall have any further obligation under this Agreement, except that the
obligations of the parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall
survive.

              8.3.   If the Survey discloses conditions or exceptions to title
which are not acceptable to Purchaser in Purchaser's reasonable discretion (any
such exception being referred to herein as an "UNPERMITTED SURVEY CONDITION"),
then Purchaser shall give Seller notice of any Unpermitted Survey Condition on
or prior to the Title and Survey Objection Deadline. Any matters not objected to
by Purchaser on or prior to the Title and Survey Objection Deadline shall be
deemed "PERMITTED SURVEY CONDITIONS". Seller acknowledges that pursuant to the
Title and Survey Comments Letter, Purchaser gave Seller timely notice of
Unpermitted Survey Conditions. Seller agrees to make commercially reasonable
efforts to resolve, to Purchaser's satisfaction, the Unpermitted Survey
Conditions referred to in the Title and Survey Comments Letter on or before
twelve (12) days prior to the Closing Date (and Seller shall have the right to
adjourn the Closing Date for up to sixty (60) days in order to effectuate same).
If Seller falls or is unable to resolve to Purchaser's satisfaction, the
Unpermitted Survey Conditions referred to in the Title and Survey Comments
Letter on or before twelve (12) days prior to the Closing Date, then either
party shall be entitled to terminate this Agreement. In such case, Seller and
Purchaser shall direct the Title Company to return the Downpayment to Purchaser,
and neither party shall have any further obligation under this Agreement, except
that the obligations of the parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3
shall survive.

              8.4.   In the event that any update of the Title Commitment or the
Survey shows any new adverse matters or conditions to which Purchaser does not
desire to take subject. Purchaser shall deliver notice thereof to Seller not
later than five (5) days prior to the Closing Date (and if Purchaser fails to
deliver such notice within such five (5) day period, then Purchaser shall be
deemed to have accepted such matters or conditions as Permitted Title Exceptions
or Permitted Survey Conditions, as applicable). Seller shall have three (3)
Business Days following the receipt of any such notice in which to give
Purchaser notice that Seller will either (a) make commercially reasonable
efforts to cause such new matter or condition to be deleted from the Title
Commitment or removed from the Survey, as the case may be, or (b) not cause such
new matter or condition to be deleted from the Title Commitment or removed from
the Survey. If Seller gives notice pursuant to clause (a), then Seller will
cause same to occur prior to the Closing Date (and Seller shall have the right
to adjourn the Closing Date for up to sixty (60) days in order to effectuate
same). If Seller (i) fails to give any such notice within said three (3)
Business Day period, or (ii) fails, after having made commercially reasonable
efforts, to cause such new matter or condition to be deleted from the Title
Commitment or removed from the Survey, as the case may be, or (iii) gives
Purchaser notice that Seller will not cause such new matter or condition to be
deleted from the Title Commitment or the Survey or otherwise cured as requested
by Purchaser, as the case may be, then Purchaser will have until 5PM Central
Time on September 16, 2003 to elect either to terminate this Agreement, or to
waive the right to terminate this Agreement as a result of any such new matter
or condition, which election must be made by the giving of notice thereof to
Seller on or before 5PM Central Time on September 16, 2003. If Purchaser fails
to deliver such notice waiving Purchaser's right to terminate this Agreement as
a result of such new matter or condition on or before 5PM Central Time on
September 16, 2003, then Purchaser shall be deemed to have terminated this
Agreement. If Purchaser elects to waive the right to terminate this Agreement as
aforesaid, then any new matter or condition previously objected to by Purchaser
shall become Permitted Survey Conditions or Permitted Title Exceptions, as the
case may be. If Purchaser terminates this Agreement as aforesaid, then the
Seller and Purchaser shall direct the Title Company to return the Downpayment to
Purchaser, and neither party shall have any further obligation under this
Agreement, except that the obligations of the parties under SECTIONS 13, 31, 32,
34, 35.2 and 35.3 shall survive. Seller shall be entitled to deliver its notice
under (a) or (b) above in its sole and absolute discretion subject to the
provisions of SECTION 8.5 of this Agreement.

              8.5.   Notwithstanding anything contained herein to the contrary,
except as specified in this SECTION 8.5, Seller shall have no obligation to take
any steps, bring any action or proceeding or incur any effort or expense
whatsoever to cure any title or survey objection, PROVIDED, HOWEVER,
notwithstanding the foregoing, Seller shall cause to be removed as exceptions to
title (i) any mortgages, mechanic's or materialmen's liens filed against the
Shopping Center due to work performed at the Shopping Center by Seller at
Seller's direction (and Seller shall have the right to adjourn the Closing Date
for up to sixty (60) days in order to effectuate same) and (ii) any consensual
lien or encumbrance placed upon the Shopping Center by Seller subsequent to the
date of the Title Commitment and which can be removed as an exception to title
by the payment of a sum money, the amount of which is fixed or
readily-ascertainable.

                                     - 10 -


       9.     DISPOSITION OF DOWNPAYMENT.

              If (x) Seller is unable to convey title in accordance with the
terms of this Agreement, or (y) in accordance with the provisions of SECTIONS 5,
8, 11, 20, 35 or 36 of this Agreement, Purchaser is entitled to and does elect
to terminate this Agreement, Seller and Purchaser shall direct the Escrow Agent
to refund to Purchaser the Downpayment (or such portion thereof as shall have
been deposited with the Escrow Agent together with all interest thereon, if
any). Upon such delivery of the Downpayment to Purchaser, this Agreement shall
terminate and neither party to this Agreement shall have any further rights or
obligations hereunder, except for obligations of the parties under SECTIONS 13,
31, 32, 34, 35.2 and 35.3.

       10.    PURCHASER'S DEFAULT.

              If Purchaser shall default hereunder (including, without
limitation, a default hereunder based on breach by Purchaser of Purchaser's
Representations [as hereinafter defined] that is discovered prior to the
Closing) or shall fail or refuse to perform its obligation to purchase the
Shopping Center in accordance with this Agreement, Seller, as its sole and
exclusive remedy (except as provided in this SECTION 10), shall have the right
to cause Escrow Agent to deliver to Seller the Downpayment (with all interest
thereon, if any), as and for its liquidated damages (the parties hereto
acknowledging that it would be difficult or impossible to accurately ascertain
the amount of Seller's damages). Notwithstanding the foregoing, the liquidated
damages limitation set forth above shall have no application to any claim made
by Seller against Purchaser based on Purchaser's obligations under SECTIONS 13,
31, 32, 34, 35.2 or 35.3 herein, and in the event Seller has a claim against
Purchaser based on any such Section, Seller shall be entitled to recover damages
for such claim in addition to retention to the Downpayment. For example, if
under SECTION 35.2 Purchaser is obligated to indemnify Seller for damages of
$10,000 and Purchaser defaults under this Agreement, then Seller shall be
entitled to receive $10,000 plus the entire Downpayment plus accrued interest
thereon plus amounts under SECTION 32.

       11.    REPRESENTATIONS.

              11.1.  Seller hereby represents and warrants to Purchaser that, as
of the date hereof:

                     (i)    Seller is a limited liability company duly organized
and in good standing under the laws of the State of Texas and qualified to do
business in, and in good standing under the laws of the State of Texas;

                     (ii)   the execution, delivery and performance of this
Agreement by Seller (a) are within Seller's powers and (b) have been duly
authorized by all necessary corporate, partnership and/or other action;

                     (iii)  attached hereto as EXHIBIT "D" is a rent roll for
the Shopping Center, which, to the actual knowledge of Seller, is accurate in
all material respects as of the date hereof. To Seller's actual knowledge, no
parties except the tenants identified in EXHIBIT "D" (and any permitted
assignees, sublessees, licensees and/or concessionaires thereof) has or shall
have on the Closing Date any right to occupy any portion of the Shopping Center.
A revised EXHIBIT "D", to be designated EXHIBIT "D-1", shall be certified by
Seller to its actual knowledge as being true and correct in all material
respects as of Closing, shall reflect those Leases and guarantees in effect on
the Closing Date and shall be delivered to Purchaser at Closing as provided in
SECTION 7.1 (xiii) hereof. As of the date hereof, and to the actual knowledge of
Seller, each of the Leases described in EXHIBIT "D" is valid and subsisting and
in full force and effect, has not been amended, modified or supplemented other
than as previously delivered to Purchaser. To Seller's actual knowledge, the
copies of the Leases and guarantees previously or hereafter delivered by Seller
to Purchaser for Purchaser's review were and will be, respectively, true and
complete copies thereof. Seller has received no written notice of default or
breach on the part of the landlord under any of the Leases which remains uncured
by the landlord. Except as set forth on EXHIBIT "D", AND EXCEPT AS PREVIOUSLY
DISCLOSED BY SELLER TO PURCHASER REGARDING CERTAIN RIGHTS GRANTED TO WALGREEN,
AS MORE FULLY SET FORTH IN THE WALGREEN LEASE, no tenant under any of the Leases
is entitled to any purchase option or right of first refusal regarding a sale of
the Shopping Center. To Seller's actual knowledge, no Lease extends beyond the
term and option terms stated therein. Except as set forth on EXHIBIT "D", and
except for those Leasing Commissions, etc. payable by Purchaser in accordance
with Section 6.8 above, to Seller's actual knowledge, no other Leasing
Commissions are now due and payable, or on the Closing Date shall be due and
payable, by Seller;

                     (iv)   to the actual knowledge of Seller, EXHIBIT "E" sets
forth a true, correct and complete list of all material Existing Service
Contracts in effect as of the date hereof. Seller has no employees in connection
with the operation of the Shopping Center whose employment will not be lawfully
terminated, prior to Closing, without recourse to Purchaser. To the actual
knowledge of Seller, the Existing Service Contracts delivered by Seller to Buyer
are true and

                                     - 11 -


complete copies of all Service Contracts now in effect. To the actual knowledge
of Seller, no person or entity bound by any Existing Service Contract has given
notice to Seller of any claim of default under any such Service Contract;

                     (v)    to the actual knowledge of Seller and except as set
forth in the reports described in EXHIBIT "M" (the "ENVIRONMENTAL REPORTS"),
Seller has received no written notice from any Environmental Agency (as
hereinafter defined) to the effect that there has been a release of any
Hazardous Material (as hereinafter defined) on the Shopping Center. The term
"HAZARDOUS MATERIAL" shall mean asbestos, petroleum products, and any other
hazardous waste or substance which has, as of the date hereof, been determined
to be hazardous or a pollutant by the U.S. Environmental Protection Agency, the
U.S. Department of Transportation, or any instrumentality authorized to
regulate substances in the environment which has jurisdiction over the Shopping
Center ("ENVIRONMENTAL AGENCY") which substance causes the Shopping Center (or
any part thereof) to be in material violation of any applicable environmental
laws; PROVIDED, HOWEVER, that the term "Hazardous Material" shall not include
(x) motor oil, gasoline and other automotive fluids contained in or discharged
from vehicles not used primarily for the transport of motor oil or gasoline, or
(y) materials which are stored, used and/or sold in the ordinary course of a
tenant's occupancy at (or in the course of Seller's or Seller's managing agents'
operation of) the Shopping Center, including but not limited to cleaning
supplies, office supplies, Insecticides and other similar products stored, use
and/or sold in the ordinary course of business;

                     (vi)   to the actual knowledge of Seller, except as set
forth on EXHIBIT "N", there is no material litigation pending or threatened with
respect to the Shopping Center (other than as is covered by insurance);

                     (vii)  to the actual knowledge of Seller, except as set
forth on EXHIBIT "F", (aa) Seller has not received written notice of that Seller
is in material default under that certain Amended and Restated Declaration of
Restrictions for Park Place Shopping Center dated the 17th day of April, 2000,
and recorded in Volume 4469, Page 1005 Deed Records of the Collin County, Texas
real estate records [the "REA"], and (bb) Seller has not received written notice
from any governmental authority having jurisdiction over the Shopping Center (x)
to the effect that the Shopping Center is not in compliance in all material
respects with applicable laws and ordinances, or (y) of any pending or
threatened condemnation, eminent domain or similar proceeding with respect to
the Shopping Center;

                     (viii) neither the execution, delivery or performance by
Seller of this Agreement, the fulfillment of and compliance with the respective
terms and provisions hereof by Seller, nor the consummation of the transactions
contemplated hereby by Seller, will (aa) conflict with, or result in a breach
of, any of the terms, conditions or provisions of, or constitute a default
under, or give rise to any right of termination, acceleration, or cancellation
under any agreement or other instrument or other obligation to which Seller is a
party or is subject, (bb) to the actual knowledge of Seller, constitute a
material violation of any code, resolution, law, statute, regulation, ordinance,
rule, judgment, decree, determination, writ or order applicable to Seller, or
(iii) violate the terms of Seller's organizational documents;

                     (ix)   None of the funds to be received by Seller under
this Agreement will be subject to 18 U.S.C. Sections 1956-1957 (Laundering
of Money Instruments), 18 U.S.C. Sections 981-986 (Federal Asset
Forfeiture), 21 U.S.C. Section 881 (Drug Property Seizure), Executive Order
Number 13224 on Terrorism Financing, effective September 24, 2001, or the United
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the "USA
PATRIOT ACT");

                     (x)    except as otherwise provided in this Agreement, all
bills and other payments due from Seller with respect to the ownership,
operation and maintenance of the Shopping Center have been, or on the Closing
Date shall be, paid in full by Seller or prorated by Seller and Purchaser.

                     As used herein, the term "to the actual knowledge of
Seller" and words of similar import, shall mean the actual, present cognitive
awareness (as differentiated from imputed or constructive knowledge) of Stephen
Preston without any obligation to make inquiry of any kind. The Seller
represents that Stephen Preston has been the Asset Manager of the Shopping
Center since April 2000.

              11.2.  Purchaser hereby represents and warrants to Seller that, as
of the date hereof:

                     (i)    Purchaser is a corporation, validly existing, duly
organized and in good standing under the laws of the State of Illinois and, on
the Closing Date shall be duly qualified to do business in the State of Texas;

                                     - 12 -


                     (ii)   the execution, delivery and performance of this
Agreement by Purchaser (a) are within Purchaser's corporate, partnership,
limited liability or other applicable powers, and (b) have been duly authorized
by all necessary corporate, partnership, limited liability or other applicable
action;

                     (iii)  neither the execution, delivery or performance by
Purchaser of this Agreement, the fulfillment of and compliance with the
respective terms and provisions hereof by Purchaser, nor the consummation of the
transactions contemplated hereby by Purchaser, will (aa) conflict with, or
result in a breach of, any of the terms, conditions or provisions of, or
constitute a default under, or give rise to any right of termination,
acceleration, or cancellation under, any agreement or other instrument or other
obligation to which Purchaser is a party or is subject, (bb) to Purchaser's
knowledge, constitute a material violation of any code, resolution, law,
statute, regulation, ordinance, rule, judgment, decree, determination, writ or
order applicable to Purchaser, or (iii) violate the terms of Purchaser's
organizational documents;

                     (iv)   Purchaser is not acquiring the Shopping Center with
the assets of an employee benefit plan as defined in Section 3(3) of the
Employment Retirement Income Security Act of 1974, as amended ("ERISA") and the
transaction which is the subject of this Agreement is not a prohibited
transaction under Section 406 of ERISA;

                     (v)    None of the funds to be used for payment by
Purchaser of the Purchase Price will be subject to 18 U.S.C. Sections 1956-1957
(Laundering of Money Instruments), 18 U.S.C. Sections 981-986 (Federal Asset
Forfeiture), 21 U.S.C. Section 881 (Drug Property Seizure), Executive Order
Number 13224 on Terrorism Financing, effective September 24, 2001, or the United
and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the "USA
PATRIOT ACT").

                     (vi)   Purchaser is not, and will not become, a person or
entity with whom U.S. persons are restricted from doing business with under
regulations of the Office of Foreign Asset Contract ("OFAC") of the Department
of the Treasury (including those named on OFAC's Specially Designated and
Blocked Persons list) or under any statute, executive order (including the
September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism),
or other governmental action; and

                     (vii)  This Agreement constitutes, and all other
agreements, documents and instruments to be executed by Purchaser pursuant
hereto, when duly executed and delivered by Purchaser, will each constitute,
valid and binding obligations of Purchaser, enforceable in accordance with their
respective terms.

              11.3.  Each of the representations and warranties set forth in
Section 11.1 (collectively, "Seller's Representations") shall be deemed to have
been remade at and as of the Closing Date with the same force and effect as if
first made on and as of such date; provided, that, at the Closing, Seller may
submit to Purchaser one (1) or more schedules, certified as true and correct as
of the Closing Date by Seller, which modify or update any of Seller's
Representations, or any Exhibits referred to therein, to reflect matters, if
any, which arise subsequent to the date hereof, and Seller's Representations
shall be deemed to have been remade with the changes, if any, set forth in such
schedule or schedules. If prior to Closing, Seller's Representations made as of
the date hereof are determined to be untrue in any material respect as of the
date hereof or if Seller's Representations, as remade on the Closing Date, shall
result in Seller's Representations made as of the date hereof being untrue in
any material respect as of the Closing Date, or if any of Seller's
Representations, as remade on the Closing Date reflect a material change, to
Purchaser's detriment of any of Seller's Representations, as originally made,
Purchaser may, at its option, and as its sole remedy (Purchaser specifically
waiving any right to bring an action against Seller for damages arising
therefrom), either (i) terminate this Agreement by notice in writing to Seller,
in which event (subject to the provisions of this Section 11.3) Seller shall
cause the Escrow Agent to take the actions required to be taken in respect of
the Downpayment pursuant to Section 9, whereupon neither party shall have any
further rights or obligations hereunder except that the obligations of the
parties under Sections 13, 31, 32, 34, 35.2 and 35.3 shall survive, or (ii)
waive the same and accept title to the Shopping Center without any abatement of
the Purchase Price; provided, however, that Purchaser shall have no right to
terminate this Agreement as a result of any modification to or updating of
Seller's Representations to reflect (w) Approved New Leases, Approved Lease
Amendments, Approved New Service Contracts, or Approved Service Contract
Amendments, (x) changes to the rent roll for the Shopping Center or to the
Service Contracts that arise after the date hereof (it being expressly
acknowledged and agreed by Purchaser that the risk of changes to the rent roll
for the Shopping Center or the leasing status of the Shopping Center for any
reason after the date hereof is Purchaser's risk and no such change is intended
to grant Purchaser any right to terminate this Agreement or obtain any damages
from Seller), or (y) changes to the schedule of litigation set forth in Exhibit
"N" to reflect any additions or deletions other than litigation that if
adversely determined would affect title to the Shopping Center (it being
expressly acknowledged and agreed that (A) changes to

                                     - 13 -


the schedule of litigation for any reason, including, without limitation,
landlord/tenant litigation and claims covered by insurance, after the date
hereof are Purchaser's risk (meaning that no such change is intended to grant
Purchaser any right to terminate this Agreement or obtain any damages from
Seller), and (B) changes to the schedule of litigation for matters affecting
title to the Shopping Center are Seller's risk (meaning that any such changes to
the schedule of litigation shall entitle Purchaser to terminate this Agreement
subject to and in accordance with the provisions of this Section 11.3 but no
such changes to the schedule of litigation shall, if not cured by Seller,
entitle Purchaser to bring any action against Seller or constitute a breach of a
representation or warranty of Seller); provided, further, however, Purchaser
shall have no right to terminate this Agreement pursuant to the provisions of
this Section 11.3 as a result of the untruth of any Seller's Representation if,
within ten (10) days after the delivery of Purchaser's notice terminating this
Agreement, Seller delivers written notice of intention to cure to Purchaser, in
which event Purchaser's notice of termination shall be without effect and Seller
shall, at Seller's option, either (i) cause such untrue Seller's Representation
to be corrected at or before Closing (and Seller shall be entitled to adjourn
the date of the Closing for not more than sixty (60) days to effectuate such
cure), or (ii) [intentionally deleted]. Seller's Representations (as modified or
updated by Seller in accordance with the provisions of this Section 11) shall
survive the Closing for a period of one hundred eighty (180) days. Within
ten (10) days of becoming aware that any of Seller's Representations are untrue
in any material respect, Purchaser shall deliver notice thereof to Seller
stating whether Purchaser desires to proceed under clause (i) or (ii) above in
respect thereof, and in the event that Purchaser fails to so notify Seller of
any such untruth and its desire to proceed under clause (i) or (ii) above within
such ten (10) day period, then Purchaser shall be deemed to have waived its
right to assert the untruth of such representation against Seller pursuant to
the terms hereof. Without limitation of the foregoing, in the event that
Purchaser becomes aware that any of Seller's Representations are untrue in any
material respect prior to the Closing Date and nonetheless proceeds to Closing
without making a claim under this Section 11.3, then same shall be deemed to be
a waiver by Purchaser of any further right to make a claim arising out of such
falsity of such Seller's Representation.

              11.4.  Each of the representations and warranties set forth in
Section 11.2 (collectively, "Purchaser's Representations") shall be deemed to
have been remade at and as of the Closing Date with the same force and effect as
if first made on and as of such date. Purchaser's Representations shall survive
the Closing for a period of one hundred eighty (180) days.

              11.5.  If any of Purchaser's Representations or Seller's
Representations is discovered to be untrue in any material respect after
Closing, and a claim is asserted within the time period set forth in SECTION
11.3 or SECTION 11.4, as the case may be, then Seller or Purchaser, as the case
may be, shall, subject to SECTION 19, have the right to pursue any and all
remedies available against Purchaser or Seller, as the case may be, as a result
of such inaccuracy, PROVIDED, HOWEVER, (A) Purchaser shall not pursue any claim
against Seller that causes damage to Purchaser that is less than the Floor (as
hereinafter defined) and (B) the maximum amount of liability that Seller shall
have under any circumstance for any surviving obligation under this Agreement
(including, without limitation, any obligation arising out of any Seller's
Representation that survives the Closing, any indemnification or other
obligation contained herein that is specifically stated to survive the Closing,
any obligation of Seller under any Seller Estoppel Certificate [as hereinafter
defined] and any liability under any other document or instrument delivered by
Seller in connection with the Closing) shall not exceed a total aggregate amount
of $250,000 (the "MAXIMUM AMOUNT"). As used herein, the term "FLOOR" shall mean,
with respect to any claim against Seller for the breach of any of Seller's
Representations, $15,000.00.

       12.    FIXTURES AND PERSONAL PROPERTY.

              All of Seller's right, title and interest in and to all fixtures,
machinery, equipment and other articles of personal property attached or
appurtenant to, or used in connection with, the Shopping Center are included in
this sale.

       13.    BROKERS.

              13.1.  Purchaser represents and warrants that Purchaser has not
dealt with any broker, agent, finder or similar party in connection with the
transaction contemplated hereby other than CB Richard Ellis (the "Broker") and
Purchaser hereby indemnifies and holds harmless Seller and each Seller
Exculpated Party (as hereinafter defined) from any liability, cost or expense
(including, without limitation, reasonable attorneys' fees and costs of
enforcement of the foregoing indemnity) arising out of the falsity of the
foregoing representation.

              13.2.  Seller represents and warrants that Seller has not dealt
with any broker, agent, finder or similar party in connection with the
transaction contemplated hereby other than Broker and Seller hereby indemnifies
and holds

                                     - 14 -


harmless Purchaser and each Purchaser Exculpated Party (as hereinafter defined)
from any liability, cost or expense (including, without limitation, reasonable
attorneys' fees and costs of enforcement of the foregoing indemnity) arising out
of the falsity of the foregoing representation.

              13.3.  Seller shall be responsible for the payment of any
commission due Broker pursuant to separate agreement and shall indemnify and
hold harmless Purchaser and each Purchaser Exculpated Party from any liability,
cost or expense (including, without limitation, reasonable attorneys' fees and
costs of enforcement of the foregoing indemnity) in connection with any
commission or other compensation claimed to be due by Broker from Purchaser in
connection with this transaction. No commission, fee or other compensation or
remuneration shall be earned by, or due or payable to, the Broker except if, as
and when (a) the Closing hereunder shall take place, and (b) Seller shall
receive the full amount due Seller at such Closing, as provided in Section 2
above, and (c) [intentionally deleted].

              13.4.  The provisions of this SECTION 13 shall survive the Closing
or any earlier termination of this Agreement.

       14.    CONDEMNATION AND DESTRUCTION.

              14.1.  If, prior to the Closing Date a Non-Material Taking (as
hereinafter defined) occurs, then (i) Seller shall notify Purchaser of such
fact, (ii) Purchaser shall not have any right or option to terminate this
Agreement and this Agreement shall continue in effect, (iii) at the Closing,
Purchaser shall accept the Shopping Center subject to such Non-Material Taking
or so much of the Shopping Center as remains after such Non-Material Taking, as
the case may be, with no abatement of the Purchase Price, and (iv) at the
Closing, Seller shall assign and turn over to Purchaser, and Purchaser shall be
entitled to receive and keep, all of Seller's interest in and to all awards for
such Non-Material Taking. If, prior to the Closing Date, a Material Taking (as
hereinafter defined) occurs with respect to the Shopping Center, then (i) Seller
shall notify Purchaser of such fact and (ii) Purchaser shall have the right to
terminate this Agreement by delivering notice of such termination to Seller on
or before the tenth (10th) day after Purchaser receives such notice from Seller,
and if necessary, the Closing Date shall be postponed until the Business Day
next immediately following such tenth (10th) day. In the event that Purchaser
fails to exercise such termination right within such ten (10) day period,
Purchaser shall be deemed to have waived such termination right, in which event
the provisions of the first sentence of this SECTION 14.1 shall apply to such
Material Taking. In the event that Purchaser delivers a notice of termination
within such ten (10) day period, then this Agreement shall terminate, Escrow
Agent shall refund the Downpayment to Purchaser, whereupon neither party shall
have any further rights or obligations hereunder except that the obligations of
the parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall survive.

              14.2.  If, prior to the Closing Date a Non-Material Casualty (as
hereinafter defined) occurs, then (i) Seller shall promptly notify Purchaser of
such fact, (ii) Purchaser shall not have any right or option to terminate this
Agreement and this Agreement shall continue in effect, (iii) at the Closing
Purchaser shall accept the Shopping Center in its then "as is" condition with no
abatement of the Purchase Price, and (iv) at the Closing, Seller shall assign
and turn over to Purchaser, and Purchaser shall be entitled to receive and keep,
all of Seller's interest in and to all insurance proceeds payable in connection
with such Casualty, and Purchaser shall receive a credit against the Purchase
Price at the Closing in the amount of any loss deductible payable in connection
with such insurance proceeds plus an amount equal to all additional funds (in
excess of available insurance proceeds) reasonably required to fully restore the
Shopping Center to its condition prior to such Non-Material Casualty. If, prior
to the Closing Date, a Material Casualty (as hereinafter defined) occurs with
respect to the Shopping Center, then (i) Seller shall promptly notify Purchaser
of such fact and (ii) Purchaser shall have the right to terminate this Agreement
by delivering notice of such termination to Seller on or before the tenth (10th)
day after Purchaser receives such notice from Seller, and if necessary, the
Closing Date shall be postponed until the Business Day next immediately
following such tenth (10th) day. In the event that Purchaser fails to exercise
such termination right within such ten (10) day period, Purchaser shall be
deemed to have waived such termination right, in which event the provisions of
the first sentence of this SECTION 14.2 shall apply to such Material Casualty.
In the event that Purchaser delivers a notice of termination within such ten
(10) day period, then this Agreement shall terminate, Escrow Agent shall refund
the Downpayment to Purchaser, whereupon neither party shall have any further
rights or obligations hereunder except that the obligations of the parties under
SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall survive.

              14.3.  As used herein, the following terms shall have the
following meanings:

              "CASUALTY" means the destruction of all or a portion of the
Shopping Center by fire or other casualty.

                                     - 15 -


              "MATERIAL CASUALTY" means a Casualty (i) which results in damage
to the Shopping Center where the cost to repair is $500,000 or more or (ii)
which causes any tenant to terminate its lease at the Shopping Center or to
abate the payment of rent.

              "MATERIAL TAKING" means a Taking (i) which affects more than two
percent (2%) of the Shopping Center, or (ii) which materially and adversely
affects access to the Shopping Center, or (iii) which causes any tenant
occupying to terminate its lease at the Shopping Center or to abate the payment
of rent.

              "NON-MATERIAL CASUALTY" means any Casualty other than a Material
Casualty.

              "NON-MATERIAL TAKING" means any Taking other than a Material
Taking.

              "TAKING" means any actual or overtly threatened taking of any
portion of the Shopping Center by condemnation or eminent domain.

       15.    ESCROW.

              15.1.  The Escrow Agent shall hold and disburse the Deposit as
provided in this Agreement.

              15.2.  If the Closing takes place, the Escrow Agent shall deliver
the Downpayment to, or upon the instructions of, Seller at the Closing, unless
Purchaser shall wire to Escrow Agent on or prior to the Closing Date the full
amount of the Purchase Price, in which event, upon Closing, the Downpayment
shall be returned to Purchaser.

              15.3.  If this Agreement is terminated in accordance with the
terms hereof, or if the Closing does not take place under this Agreement by
reason of the failure of either party to comply with such party's obligations
hereunder, then the Escrow Agent shall pay the Downpayment, as set forth in a
written notice to Escrow Agent from Seller and/or Purchaser, provided however,
that if such written notice has not been jointly executed by both Seller and
Purchaser, then Escrow Agent shall not disburse any portion of the Downpayment
until (a) Escrow Agent shall have provided ten (10) days' prior notice to both
Seller and Purchaser of Escrow Agent's intention to disburse the Downpayment in
accordance with the instructions set forth in the notice provided to Escrow
Agent (which notice from Escrow Agent shall include a copy of the notice
provided to Escrow Agent) and (b) neither Seller nor Purchaser shall have
objected to such disbursement during such ten (10) day period.

              15.4.  It is agreed that;

                     (i)    the duties of the Escrow Agent are only as herein
specifically provided and are purely ministerial in nature, and the Escrow
Agent shall incur no liability whatever except for willful misconduct or gross
negligence, as long as the Escrow Agent has acted in good faith;

                     (ii)   in the performance of its duties hereunder, the
Escrow Agent shall be entitled to rely upon any document, instrument or
signature believed by it to be genuine and signed by either or both of the
parties or their successors;

                     (iii)  the Escrow Agent may assume that any person
purporting to give any notice of instructions in accordance with the provisions
hereof has been duly authorized to do so;

                     (iv)   the Escrow Agent shall not be bound by any
modification, cancellation or rescission of this Agreement unless in writing and
signed by it, Seller and Purchaser;

                     (v)    Seller and Purchaser shall jointly and severally
reimburse and indemnify the Escrow Agent for, and hold it harmless against, any
and all loss, liability, costs or expenses in connection herewith, including
reasonable attorneys' fees and disbursements, incurred without willful
misconduct or gross negligence on the part of the Escrow Agent arising out of or
in connection with its acceptance of, or the performance of its duties and
obligations under, this Agreement, as well as the reasonable costs and expenses
of defending against any claim or liability arising out of or relating to this
Agreement;

                                     - 16 -


                     (vi)   Seller and Purchaser each hereby release the Escrow
Agent from any act done or omitted to be done by the Escrow Agent in good faith
without gross negligence or willful misconduct in the performance of its duties
hereunder; and

                     (vii)  if requested by the Escrow Agent, Seller and
Purchaser shall each execute Escrow Agent's standard form or escrow agreement
provided that the terms thereof shall not be substantively inconsistent with the
terms set forth in this Section 15.

              15.5.  The Escrow Agent is acting as a stake-holder only with
respect to the Downpayment. If there is any dispute as to whether the Escrow
Agent is obligated to deliver all or any portion of the Downpayment or as to
whom the proceeds of the Downpayment are to be delivered, the Escrow Agent shall
not be required to make any delivery, but in such event the Escrow Agent shall
hold the Downpayment until receipt by the Escrow Agent of an authorization in
writing, signed by all of the parties having any interest in such dispute,
directing the disposition of the Downpayment, or, in the absence of such
authorization, the Escrow Agent shall hold the Downpayment, until the final
determination of the rights of the parties in an appropriate proceeding. If such
written authorization is not given, or proceedings for such determination have
not begun within ninety (90) days after the date the Escrow Agent receives
written notice of such dispute, and thereafter diligently continued, the Escrow
Agent may, but is not required to, bring an appropriate action or proceeding for
leave to deposit the Downpayment in court, pending such determination. The
Escrow Agent shall be reimbursed for all costs and expenses of such action or
proceeding including, without limitation, reasonable attorneys' fees and
disbursements, by the party determined not to be entitled to the Downpayment, or
if the Downpayment is split between the parties hereto, such costs of the Escrow
Agent shall be split, PRO RATA, between Seller and Purchaser, based upon the
amount of Downpayment received by each. Upon making delivery of the Downpayment,
in the manner provided in this Agreement, the Escrow Agent shall have no further
liability hereunder.

              15.6.  The Escrow Agent has executed this Agreement contract
solely to confirm (i) receipt of the Deposit and (ii) that the Escrow Agent,
upon receipt thereof, will hold the Downpayment in escrow, pursuant to the
provisions of this Agreement.

       16.    CLOSING COSTS.

              Seller shall pay (i) all documentary stamp taxes, surtaxes and
other transfer, stamp and conveyance taxes and recording fees with respect to
this transaction and/or the Deed, (ii) all title examination and search fees and
that portion of the title insurance premium payable in connection with the
policy of owner's title insurance to be issued Purchaser in connection with the
Shopping Center which would be payable for a standard coverage owner's title
insurance policy, (iii) [intentionally deleted], (iv) [intentionally deleted],
(v) [intentionally deleted], (vi) [intentionally deleted], (vii) the cost of the
Survey, and (viii) fifty percent (50%) of any escrow fees charged by Escrow
Agent. Purchaser shall pay (i) fifty percent (50%) of any escrow fees charged by
Escrow Agent, (ii) any additional title insurance premiums payable in connection
with the owner's policy of title insurance to be issued to Purchaser as
aforesaid, i.e., in excess of the sum payable by Seller on account thereof, as
set forth above, (iii) any and all premiums payable in connection with the
modification of the survey exception in such owner's title insurance policy (if
requested by Purchaser) and in connection with any endorsements to such owner's
title insurance policy (if requested by Purchaser, provided same are permitted
to be issued in connection with this transaction pursuant to applicable Texas
title insurance regulations), and (iv) all due diligence costs related to this
transaction. Each party shall pay its own legal fees and all of its other
expenses in connection with this transaction.

       17.    SELLER'S COVENANTS.

              Seller agrees as follows:

              17.1.  Between the date hereof and the Closing Date or earlier
termination of this Agreement, Seller will provide or cause to be provided
substantially such services with respect to the Shopping Center that have been
provided by Seller in the past in accordance with its customary practice.

              17.2.  Between the date hereof and the Closing Date or earlier
termination of this Agreement, Seller will maintain casualty insurance and
liability insurance with respect to the Shopping Center (which insurance may be
effected under a blanket policy or policies of insurance) in accordance with its
past practice.

                                     - 17 -


              17.3.  Between the date hereof and the Closing Date, Seller will
cause to be performed all normal operational repairs required to be made to the
Shopping Center in order to maintain the Shopping Center in its condition as of
the date of this Agreement, reasonable wear and tear and natural deterioration
and damage by fire or other casualty or condemnation excepted, provided that the
foregoing shall not have the effect of requiring Seller to make any repairs or
replacements of a capital nature to the Shopping Center.

       18.    APPROVAL OF LEASES AND SERVICE CONTRACTS.

              18.1.  From and after the date hereof, in the event that Seller
desires to enter into (i) any amendment, modification, renewal or extension of
any Existing Lease (a "PROPOSED LEASE AMENDMENT") or (ii) any new lease
affecting any portion of the Shopping Center (a "PROPOSED NEW LEASE"), Seller
shall deliver written notice ("LEASING NOTICE") to Purchaser, which Leasing
Notice shall contain a copy of such Proposed Lease Amendment or Proposed New
Lease (and supporting tenant data and tenant credit information) and request
Purchaser's consent to such Proposed Lease Amendment or Proposed New Lease.
Within five (5) Business Days after Seller delivers the Leasing Notice to
Purchaser, Purchaser shall deliver written notice to Seller approving or
disapproving such Proposed Lease Amendment or such Proposed New Lease (and if
Purchaser disapproves such Proposed Lease Amendment or Proposed New Lease
Purchaser shall specify in such notice the reasons for such disapproval). On or
prior to the expiration of the Due Diligence Period, Purchaser shall not
unreasonably withhold its consent to any such Proposed Lease Amendment or
Proposed New Lease. Subsequent to the expiration of the Due Diligence Period,
Purchaser may withhold its consent to a Proposed Lease Amendment or Proposed New
Lease in its sole and absolute discretion. In the event that Purchaser fails to
affirmatively approve or disapprove any Proposed Lease Amendment or Proposed New
Lease within the five (5) Business Day period set forth above, Purchaser shall
be deemed to have approved such Proposed Lease Amendment or such Proposed New
Lease. If Purchaser shall approve (or be deemed to have approved) such Proposed
Lease Amendment or such Proposed New Lease, then Seller shall have the right to
execute such Proposed Lease Amendment or Proposed New Lease and upon such
execution and delivery, the same shall be deemed to be an "Approved Lease
Amendment" or an "Approved New Lease", as the case may be, for purposes of this
Agreement. If Purchaser, acting reasonably, shall disapprove such Proposed Lease
Amendment or such Proposed New Lease, then Seller shall not enter into such
Proposed Lease Amendment or Proposed New Lease.

              18.2.  From and after the date hereof, in the event that Seller
desires to enter into (i) any amendment, modification, renewal or extension of
any Existing Service Contract (a "PROPOSED SERVICE CONTRACT AMENDMENT"), or (ii)
any new service contract affecting any portion of the Shopping Center (a
"PROPOSED NEW SERVICE CONTRACT"), Seller shall deliver written notice to
Purchaser requesting Purchaser's consent to such Proposed Service Contract
Amendment or Proposed New Service Contract. Within five (5) Business Days after
Seller delivers such request to Purchaser, Purchaser shall deliver written
notice to Seller approving or disapproving such Proposed Service Contract
Amendment or such Proposed New Service Contract (and if Purchaser disapproves
such Proposed Service Contract Amendment or Proposed New Service Contract
Purchaser shall specify in such notice the reasons for such disapproval). On or
prior to the expiration of the Due Diligence Period, Purchaser shall not
unreasonably withhold its consent to any Proposed Service Contract Amendment or
Proposed New Service Contract. Subsequent to the expiration of the Due Diligence
Period, Purchaser may withhold its consent to a Proposed Service Contract
Amendment or Proposed New Service Contract in its sole and absolute discretion.
In the event that Purchaser fails to affirmatively approve or disapprove any
Proposed Service Contract Amendment or Proposed New Service Contract within the
five (5) Business Day period set forth above, Purchaser shall be deemed to have
approved such Proposed Service Contract Amendment or such Proposed New Service
Contract. If Purchaser shall approve such Proposed Service Contract Amendment or
such Proposed New Service Contract, then Seller shall have the right to execute
such Proposed Service Contract Amendment or Proposed New Service Contract and
upon such execution and delivery, the same shall be deemed to be an "Approved
Service Contract Amendment" or an "Approved New Service Contract", as the case
may be, for purposes of this Agreement. If Purchaser, acting reasonably, shall
disapprove such Proposed Service Contract Amendment or such Proposed New Service
Contract, then Seller shall not enter into such Proposed Service Contract
Amendment or Proposed New Service Contract. Notwithstanding the foregoing,
Seller shall have the right, without the necessity of obtaining the approval of
Purchaser, to execute any amendment to an Existing Service Contract and any new
service contract affecting the Shopping Center (a) if and to the extent that
such amendment to an Existing Service Contract or such new service contract will
not be binding upon Purchaser after the date of the Closing or (b) if such
amendment to an Existing Service Contract pertains to a Service Contract that
is, or such New Service Contract is, terminable by Purchaser without cost on not
more than thirty (30) days notice without penalty. Anything in this Agreement to
the contrary notwithstanding, it is expressly understood and agreed that
Purchaser shall be obligated to assume the Service Contracts, if any, more
particularly described in Part 2 of EXHIBIT "E".

                                     - 18 -


       19.    NON-LIABILITY.

              19.1   Notwithstanding anything to the contrary contained in this
Agreement, none of the of the directors, officers, employees, shareholders,
members, managers, partners, agents or attorneys of Seller or of any partners of
Seller nor any other person, partnership, corporation or trust, as principal of
Seller, whether disclosed or undisclosed (collectively, the "SELLER EXCULPATED
PARTIES") shall have any personal obligation or liability hereunder, and
Purchaser shall not seek to assert any claim or enforce any of its rights
hereunder against any Seller Exculpated Party.

              19.2   Notwithstanding anything to the contrary contained in this
Agreement, none of the of the directors, officers, employees, shareholders,
members, managers, partners, agents or attorneys of Purchaser or of any partners
of Purchaser nor any other person, partnership, corporation or trust, as
principal of Purchaser, whether disclosed or undisclosed (collectively, the
"Purchaser EXCULPATED PARTIES") shall have any personal obligation or liability
hereunder, except in connection with any negligent or wrongful act(s) or
omission(s) of any such Purchaser Exculpated Party(ies), and, except as relates
to any such negligent or wrongful act(s) or omission(s) of any such Purchaser
Exculpated Party(ies), Seller shall not seek to assert any claim or enforce any
of its rights hereunder against any Purchaser Exculpated Party.

       20.    SELLER'S DEFAULT.

              Subject to the provisions of SECTION 19 hereof, if Seller fails to
comply in any material respect with any of the provisions of this Agreement,
then Purchaser, as its sole remedy (Purchaser specifically waiving any right to
bring an action for monetary damages), may either:

              20.1.  cause the Escrow Agent to take the actions with respect to
the Downpayment set forth in SECTION 9, whereupon this Agreement shall be
terminated and neither party shall have any further rights or obligations
hereunder, except that the obligations of the parties under SECTIONS 13, 31, 32,
34, 35.2 and 35.3 shall survive such termination; or

              20.2.  bring an action against Seller to seek specific performance
of Seller's obligations hereunder.

              The foregoing shall not be deemed to limit Purchaser's rights, if
any, under SECTION 32 hereof.

       21.    CONDITION OF SHOPPING CENTER.

              21.1.  Except as otherwise expressly provided in this Agreement,
Purchaser shall accept the Shopping Center at the Closing in its "AS IS", "WHERE
IS" condition WITH ALL FAULTS as of the Closing Date. Purchaser agrees that,
except as expressly set forth herein, Seller shall not be liable for any latent
or patent defects in the Shopping Center, and shall not be bound in any manner
whatsoever by any guarantees, promises, projections, operating expenses, set-ups
or other information pertaining to the Shopping Center made, furnished or
claimed to have been made or furnished by Seller or any other person or entity,
including, without limitation, the Broker, or any partner, member, manager,
shareholder, employee, agent, attorney or other person representing or
purporting to represent Seller or the Broker, whether verbally or in writing.
Purchaser acknowledges that neither Seller nor any of the employees, agents or
attorneys of Seller has made any verbal or written representations or warranties
whatsoever to Purchaser, whether express or implied, except as expressly set
forth in this Agreement and, in particular, except as expressly set forth in
this Agreement, that no such representations and warranties have been made with
respect to the physical or environmental condition or operation of the Shopping
Center, the layout or footage of the Shopping Center, the actual or projected
revenue and expenses of the Shopping Center or any of the Leases, zoning and
entitlements, environmental, and other laws, regulations and rules applicable to
the Shopping Center, or the compliance of the Shopping Center therewith, the
quantity, quality or condition of the articles of personal property and fixtures
included in the transactions contemplated hereby, the use or occupancy of the
Shopping Center or any part thereof or any other matter or thing affecting or
relating to the Shopping Center or the transactions contemplated hereby, except
as specifically set forth in this Agreement. Purchaser has not relied and is not
relying upon any representations or warranties, other than the representations
and warranties expressly set forth in this Agreement, or upon any statements
made in any informational materials with respect to the Shopping Center provided
by Seller or any other person or entity, including the Broker, or any
shareholder, member, manager, employee, agent, attorney or other person
representing or purporting to represent Seller or the Broker. Without limitation
of the foregoing, Purchaser specifically acknowledges and agrees that it has
assumed the risk of changes in the condition of the Shopping Center due to
normal wear and tear between the date of this Agreement and the Closing Date and
no adverse change in such condition due

                                     - 19 -


to normal wear and tear shall grant Purchaser any right to terminate this
Agreement or to obtain any damages against Seller. In this connection, however,
It is understood and agreed (x) that the foregoing is not intended to limit
Purchaser's right to terminate this Agreement at or prior to the expiration of
the Due Diligence Period in accordance with SECTION 35 hereof, and (y) that in
the event of Casualty or Condemnation, the provisions of Section 14 above shall
apply, anything in this Section 21.1 to the contrary notwithstanding. IN
ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AS SET FORTH IN
THIS AGREEMENT, SELLER MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE
MERCHANTABILITY, TITLE, MARKETABILITY, FITNESS, OR SUITABILITY FOR A PARTICULAR
PURPOSE OF THE SHOPPING CENTER OR ANY COMPONENT THEREOF, AND THE SHOPPING CENTER
AND EACH COMPONENT THEREOF ARE SOLD IN AN "AS IS", "WHERE IS" CONDITION, WITH
ALL FAULTS. BY EXECUTING THIS AGREEMENT, EXCEPT AS SET FORTH IN THIS AGREEMENT,
PURCHASER AFFIRMS AND AGREES THAT (A) PURCHASER HAS NOT RELIED ON SELLER'S SKILL
OR JUDGMENT TO SELECT OR FURNISH THE SHOPPING CENTER OR ANY COMPONENT THEREOF
FOR ANY PARTICULAR PURPOSE, (B) SELLER MAKES NO WARRANTY THAT THE SHOPPING
CENTER OR ANY COMPONENT THEREOF ARE FIT FOR ANY PARTICULAR PURPOSE, AND (C)
THERE ARE NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH
RESPECT TO THE SHOPPING CENTER OR ANY COMPONENT THEREOF. PURCHASER HAS BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE SHOPPING CENTER AND EACH COMPONENT THEREOF
AND HAS DETERMINED TO PURCHASE THE SHOPPING CENTER AND EACH COMPONENT THEREOF
BASED ON SUCH INSPECTION.

              21.2.  Without limiting the generality of the provisions of
SECTION 21.1, Purchaser specifically acknowledges and agrees as follows:

                     (i)    except as specifically set forth herein, neither
Seller nor any other party acting (or purporting to act) on behalf of Seller,
has made any representation or warranty of any kind of nature concerning any
environmental condition existing at the Shopping Center;

                     (ii)   Seller has delivered to Purchaser copies of the
environmental reports listed on EXHIBIT "M" (the matters stated therein being
referred to as the "ENVIRONMENTAL DISCLOSED MATTERS");

                     (iii)  Purchaser shall take title to the Shopping Center
subject to any and all environmental conditions thereat, whether known or
unknown, disclosed or undisclosed, including, without limitation, the
Environmental Disclosed Matters (any of the foregoing described in this CLAUSE
(iii) being referred to as "ENVIRONMENTAL CONDITIONS");

                     (iv)   Purchaser hereby releases Seller and each Seller
Exculpated Party from any liability of any kind or nature arising with respect
to any Environmental Conditions and, specifically, agrees that if any claim is
brought against Purchaser arising out of any Environmental Condition Purchaser
shall have no claim of any kind or nature against Seller or any Seller
Exculpated Party; and

                     (v)    Purchaser hereby assumes liability for any and all
Environmental Conditions and hereby indemnifies and holds harmless Seller and
each Seller Exculpated Party from any and all liabilities, claims, losses,
costs, expenses and damages (including, without limitation, reasonable
attorneys' fees, costs and disbursements and costs incurred in the enforcement
of the foregoing indemnification obligation) arising out of any Environmental
Condition, whether or not pre-existing at the Closing and whether or not
disclosed to Purchaser, it being the Intention of the parties hereto that from
and after the Closing (x) Seller shall have no further liability or obligation
in respect of environmental matters of any kind or nature pertaining to the
Shopping Center and (y) Purchaser shall fully assume any such liability or
obligation.

       22.    NOTICES.

              All notices, offers or other communications required or permitted
to be given pursuant to this Agreement shall be in writing and shall be
considered as properly given or made (i) upon the date of personal delivery (if
notice is delivered by personal delivery), (ii) on the date of delivery, as
confirmed by electronic answerback (if notice is delivered by facsimile
transmission), or (iii) on the day of deposit with a nationally recognized
overnight courier service (if notice is

                                     - 20 -


delivered by nationally recognized overnight courier service), and in any case
addressed to the parties at the addresses set forth below (or to such other
addresses as the parties may specify by due notice to the other):

       If to Seller:

        CDG (Park Place), LLC
        6210 Campbell Road, Suite 140
        Dallas, Texas 75248
        Attention: Mr. Stephen Preston
        Facsimile Number (214) 522-8656

        with a copy to:

        CDG (Park Place) LLC
        One North Clematis Street, Suite 305
        West Palm Beach, Florida 33401
        Attention: Mr. John W.S. Preston
        Facsimile Number: (561) 833-4118

        and with a copy to:

        David J. Wiener, P.A.
        One North Clematis Street, Suite 305
        West Palm Beach, Florida 33401
        Attention: David J. Wiener, Esq.
        Facsimile Number: (561) 366-9145


        If to Purchaser:

        Inland Real Estate Acquisitions, Inc.
        2901 Butterfield Rood
        Oak Brook, Illinois 60523
        Attention: Mr. G. Joseph Cosenza
        Facsimile Number: (630) 218-4900

        with a copy to:

        The Inland Real Estate Group, Inc.
        2901 Butterfield Rood
        Oak Brook, Illinois 60523
        Attention: Mr. Elliot B. Kamenear
        Facsimile Number: (630) 218-4900


        If to Escrow Agent:

        Chicago Title Insurance Company
        171 N. Clark Street
        Division II Escrow
        Chicago, Illinois 60601
        Attention: Ms. Nancy Castro
        Facsimile Number: (312) 223-2108

                                     - 21 -


       23.    ENTIRE AGREEMENT.

              This Agreement contains all of the terms agreed upon between the
parties with respect to the subject matter hereof, and all agreements heretofore
had or made between the parties hereto are merged in this Agreement which alone
fully and completely expresses the agreement of said parties.

       24.    AMENDMENTS.

              This Agreement may not be changed, modified or terminated, except
by an instrument executed by the parties hereto who are or will be affected by
the terms of such instrument.

       25.    NO WAIVER.

              No waiver by either party of any failure or refusal to comply with
its obligations under this Agreement shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.

       26.    SUCCESSORS AND ASSIGNS.

              The provisions hereof shall inure to the benefit of, and shall be
binding upon, the heirs, executors, administrators, successors and assigns of
the respective parties, PROVIDED, HOWEVER, Purchaser may not assign this
Agreement or any of Purchaser's rights hereunder without the prior written
consent of Seller, PROVIDED, FURTHER, HOWEVER, Seller's consent shall not be
required with respect to an assignment of this Agreement by Purchaser to a
Permitted Assignee (as hereinafter defined), provided that (i) Purchaser
provides Seller with the name, signature block, address, federal taxpayer
identification number and other information pertaining to the proposed Permitted
Assignee reasonably requested by Seller not later than five (5) Business Days
prior to the Closing Date, (ii) such Permitted Assignee assumes all of the
obligations of Purchaser under this Agreement pursuant to an assignment and
assumption agreement in form reasonably acceptable to Seller, (iii) no
assignment of this Agreement to a Permitted Assignee (or in violation of this
Agreement) shall relieve Purchaser from any of its obligations hereunder, (iv)
no such assignment shall have the effect of delaying the Closing in any respect,
and (v) Purchaser and such Permitted Assignee shall be jointly, severally, fully
and completely liable for any and all State and local transfer taxes that may be
payable in connection with such assignment. A Change of Control (as hereinafter
defined) of Purchaser shall constitute an assignment of this Agreement for
purposes of this SECTION 26. As used herein, (x) a "PERMITTED ASSIGNEE" shall
mean a corporation, partnership or limited liability company that is controlled
by Purchaser or an affiliate of Purchaser or a real estate investment trust that
is sponsored by an affiliate of Purchaser, and (y) a "CHANGE OF CONTROL" shall
mean any direct or indirect change in the beneficial ownership or composition of
Purchaser that would cause Purchaser not to be a Permitted Assignee.

       27.    PARTIAL INVALIDITY.

              If any term or provision of this Agreement or the application
thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.

       28.    PARAGRAPH HEADINGS.

              The headings of the various paragraphs of this Agreement have been
inserted only for the purposes of convenience, and are not part of this
Agreement and shall not be deemed in any manner to modify, explain or restrict
any of the provisions of this Agreement.

       29.    GOVERNING LAW.

              This Agreement shall be governed by, and shall be interpreted,
construed and enforced in accordance with, the laws of the State of Texas
without regard to its rules regarding conflicts of law.

                                     - 22 -


       30.    BINDING EFFECT.

              This Agreement does not constitute an offer to sell and shall not
bind Seller unless and until Seller, in its sole discretion, elects to be bound
hereby by executing and delivering to Purchaser an original counterpart hereof.

       31.    NO RECORDING OR LIS PENDENS.

              The parties hereto agree that neither this Agreement nor any
memorandum of notice hereof shall be recorded, and Purchaser agrees not to file
any Lis Pendens or other instrument against the Shopping Center in connection
herewith; provided, however, notwithstanding the foregoing, solely in the event
Purchaser brings an action against Seller for specific performance, Purchaser
shall be permitted to file a Lis Pendens against the Shopping Center to preserve
its rights with respect to such action provided such action is commenced within
thirty (30) days of Purchaser's learning of such default by Seller and Purchaser
is not itself in default under this Agreement.

       32.    PREVAILING PARTY TO RECEIVE ATTORNEYS' FEES.

              In the event of any litigation arising out of this Agreement, the
prevailing party shall be entitled to receive from the losing party an amount
equal to the prevailing party's costs incurred in such litigation, including,
without limitation, the prevailing party's reasonable attorneys' fees, costs and
disbursements.

       33.    TAX-FREE EXCHANGE.

              In the event that Seller desires to effectuate the transaction
contemplated by this Agreement as a tax-free exchange, then upon request made by
Seller, Purchaser shall cooperate fully with Seller in effectuating such
tax-free exchange, such cooperation to include, without limitation, executing
and delivering all documents and instruments necessary, for such purpose,
provided that Seller shall reimburse Purchaser for any costs or expenses
incurred by Purchaser in connection with such cooperation; PROVIDED, HOWEVER,
that Purchaser's cooperation hereunder shall be without cost or expense to
Purchaser, Purchaser shall have no obligation to take legal or beneficial title
to any real property other than the Shopping Center, and Purchaser shall not be
required to make any warranties or representations regarding any replacement
property.

       34.    CONFIDENTIALITY.

              Any documents, instruments, records or other information delivered
by Seller to Purchaser pursuant to the provisions of this Agreement shall be
deemed confidential information for purposes of such confidentiality agreement;
PROVIDED, HOWEVER, Purchaser may disclose such information to its attorneys,
lenders, agents, consultants or as otherwise required by law. Purchaser hereby
Indemnifies Seller (and each Seller Exculpated Party) from and against any and
all liabilities, damages, losses, costs or expenses (including, without
limitation, reasonable attorneys' fees and costs incurred in the enforcement of
the foregoing indemnification obligation) arising out of the breach by Purchaser
of any of its obligations under any such confidentiality agreement. The
provisions of this SECTION 34 shall survive the Closing or any earlier
termination of this Agreement.

       35.    DUE DILIGENCE PERIOD.

              35.1   Purchaser has had, and shall have, the right to conduct a
due diligence review (the "DUE DILIGENCE REVIEW") of the Shopping Center during
the period (the "Due Diligence Period") beginning on the 1st day of July, 2003,
and ending at 5:00 P. M. Central Time on the first Business Day following the
date upon which this Agreement shall have been executed by the last of Seller
and Purchaser.

              35.2   During the Due Diligence Period, and as part of the Due
Diligence Review, Purchaser and Purchaser's agents and representatives, shall
have the right, during normal business hours, at Purchaser's sole cost and
expense to enter upon the Shopping Center for the purpose of inspecting the
physical condition of the Shopping Center, testing machinery and equipment,
taking measurements, making surveys, and generally for the reasonable
ascertainment of the physical condition of the Shopping Center; provided,
however, that Purchaser shall (i) give Seller at least two (2) business days
prior written notice of the time and place of Purchaser's first such entry (and
shall make commercially reasonable efforts to coordinate with Seller's property
manager in connection with subsequent entries) and permit a representative of
Seller to accompany Purchaser during all such inspections, testing, etc.; (ii)
not be permitted to conduct any drilling or other invasive testing of the
Shopping Center without the prior written consent of Seller, which

                                     - 23 -


consent shall not be unreasonably withheld or delayed, (iii) not interfere with
the operations of the Shopping Center or any tenant thereof; (iv) restore any
damage to the Shopping Center and/or any adjacent property caused by such
actions; (v) indemnify, defend and save Seller and all other Seller Exculpated
Parties harmless of, from and against any and all damages, demands, claims
(including, without limitation, any claims by any tenant[s] of the Shopping
Center), losses, liabilities, costs (including the cost of remediation, if
necessary) and expenses (including, without limitation, reasonable attorneys'
fees and disbursements and costs paid and/or incurred in the enforcement of the
foregoing indemnity) paid and/or incurred by Seller and/or any Seller Exculpated
Party by reason of or in connection with any entry onto, or inspection of, the
Shopping Center by Purchaser or Purchaser's agents, employees, representatives
or contractors in connection therewith, which indemnity shall survive the sale
of the Shopping Center pursuant to the terms of this Agreement or, If such sale
is not consummated, the termination of this Agreement; (vi) prior to entry onto
the Shopping Center, furnish Seller with a certificate of general liability and
property damage insurance maintained by Purchaser with single occurrence
coverage of at least $2,000,000 and naming Seller and its property manager as
additional insureds; and (vii) not conduct any environmental Investigations or
testing other than a standard "Phase I" investigation without the prior written
consent of Seller, such consent not to be unreasonably withheld, delayed or
conditioned, and without prior execution of, and compliance with, Seller's form
of Environmental Access Agreement. All such inspection rights under this Section
35 shall be subject to the right of tenants under the Leases.

                     Without limiting the generality of the foregoing, it is
understood and agreed that if Purchaser shall desire to perform any invasive
testing, Purchaser shall notify Seller thereof not less than five (5) business
days prior to the proposed date of testing, such notice to set forth in detail
the tests proposed to be performed, the name of the contractor who will be
performing same, the date and time (which shall be between the hours of 8AM and
6PM, unless otherwise agreed by Seller) at which such tests are to be performed
and the steps proposed to be taken by Purchaser or its consultant to prevent
injury to persons and property in the conduct thereof. Seller shall have the
right to approve such testing (and the details associated therewith), such
approval not to be unreasonably withheld, delayed or conditioned. Seller shall
also have the right to be present during all such testing. Upon request by
Seller, one-half of any samples (e.g., soil borings, etc.) shall be furnished by
Purchaser to Seller. Purchaser shall be obligated to, and does hereby,
indemnify, defend and save and hold harmless Seller and each Seller Exculpated
Party of, from and against any and all loss, cost, expense (including reasonable
attorneys fees and court costs) and liability resulting from, or arising out of
any such testing, including, but not limited to, any and all losses, costs,
expenses, and/or liabilities resulting from personal Injury, property damage,
contamination or cross-contamination caused by and/or resulting from the conduct
of such testing.

              35.3   Nothing contained in this Agreement shall be deemed or
construed in any way as constituting the consent or request of Seller, express
or implied by inference or otherwise, to any party for the performance of any
labor or the furnishing of any materials to the Shopping Center or any part
thereof, nor as giving Purchaser any right, power or authority to contract for
or permit the rendering of any services or the furnishing of any materials that
would give rise to the filing of any liens against the Shopping Center or any
part thereof. Purchaser agrees to promptly cause the removal of, and indemnify,
defend, and hold Seller harmless with respect to, any mechanic's or similar
liens filed against the Shopping Center or any part thereof by any party
performing labor or services at the Shopping Center or supplying any materials
to the Shopping Center at the request of Purchaser or any of Purchaser's agents,
employees, representatives or contractors.

              35.4.  Not later than five (5) days following the date upon which
this Agreement shall have been duly executed by the last of Seller and
Purchaser, subject to Section 34, Seller shall furnish or make available to
Purchaser the following:

                     (a)    Copies of any plans, specifications and/or site
plans of the Shopping Center, to the extent currently in Seller's possession or
reasonable control;

                     (b)    The current and historical books and records
(including all files located in the property manager's office at the Shopping
Center, but excluding, however, internal memoranda, financial projections,
appraisals and projected budgets) and other operating and maintenance documents
and information, in each case customarily prepared by Seller or by Seller's
property manager at Seller's request, or customarily maintained by Seller's or
Seller's property manager, with respect to the Shopping Center, including,
without limitation, all records of income, expense, capital expenditures,
utility bills, and the most recent property tax bill, and operating statements
for the Shopping Center for calendar years 2001, 2002 and 2003 year to date;

                                     - 24 -


                     (c)    Copies of the Leases, the Service Contracts, and any
other occupancy agreements currently in force with respect to the Shopping
Center, if any;

                     (d)    Copies of the Permits, if any, to the extent
currently in Seller's possession or reasonable control;

                     (e)    Copies of any warranties pertaining to the Shopping
Center or any equipment therein, if any, to the extent currently in Seller's
possession or reasonable control;

                     (f)    A copy of the existing survey of the Shopping
Center;

                     (g)    A copy of all pleadings, discovery materials, etc.
relating to the litigation referred to on Exhibit "N" hereto;

                     (h)    A copy of the most recent Phase I environmental
audit report as to the Shopping Center in Seller's possession; and

                     (i)    A copy of any and all current tenant insurance
certificates in Seller's possession.

                     NO WARRANTY, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, IF AT ALL, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER,
EXPRESS OR IMPLIED, AS TO THE COMPLETENESS, CONTENT OR ACCURACY OF THE DELIVERED
MATERIALS, OTHER THAN THAT SELLER HAS NO ACTUAL KNOWLEDGE THAT ANY OF SUCH
MATERIALS WAS FALSE, INACCURATE OR INCOMPLETE IN ANY MATERIAL RESPECT WHEN
PREPARED.

              35.5   On or before the expiration of the Due Diligence Period,
Purchaser shall deliver written notice (the "Diligence Notice") to Seller
stating either:

                     (a)    That Purchaser elects to terminate this Agreement,
in which event this Agreement shall terminate and the Escrow Agent shall take
such actions with respect to the Downpayment as are set forth in SECTION 9,
whereupon neither party shall have any further rights or obligations under this
Agreement except that the provisions of SECTIONS 13, 31, 32, 34, 35.2 and 35.3
shall survive; or

                     (b)    That Purchaser elects not to terminate this
Agreement, in which event Purchaser shall thereupon be deemed to have waived any
right to terminate this Agreement pursuant to the provisions of this SECTION 35,
this Agreement shall continue in full force and effect in accordance with its
terms, Purchaser shall be required to post the Additional Deposit in accordance
with SECTION 2.2 above, and the Deposit shall thereupon become nonrefundable
unless Purchaser terminates this Agreement in accordance with the provisions of
SECTIONS 5, 8, 11, 14, 20 or 36.

              The failure of Purchaser to deliver any Diligence Notice to Seller
during the Due Diligence Period as provided for in this SECTION 35 shall be
deemed to be the delivery of a Diligence Notice by Purchaser under SECTION
35.5(b) above on the last day of the Due Diligence Period. Time shall be of the
essence with respect to Purchaser's right and obligation to deliver the
Diligence Notice.

              35.6   The provisions of this Section 35 shall survive the
termination of this Agreement and/or the Closing and delivery of the Deed.

       36.    ESTOPPEL CERTIFICATES.

              36.1.  During the period commencing on the date hereof and ending
on the Closing Date, Seller shall exercise reasonable efforts to obtain an
estoppel certificate (each, a "TENANT ESTOPPEL CERTIFICATE") from each tenant
under a Lease as of the Closing Date (any space demised to a tenant under a
Lease as of the Closing Date being referred to as "DEMISED SPACE").

              36.2.  As a condition precedent (the "ESTOPPEL CONDITION") to
Purchaser's obligation to acquire the Shopping Center, Seller shall deliver to
Purchaser not later than five (5) days prior to the Closing Date, the following
estoppel certificates (the "REQUIRED ESTOPPEL CERTIFICATES"): (i) Tenant
Estoppel Certificates from the tenants listed on

                                     - 25 -


EXHIBIT "O", (ii) Tenant Estoppel Certificates from eighty percent (80%), by
number, of the tenants who occupy the balance of the leasable space in the
Shopping Center that is occupied by tenants as of the Closing Date; and (iii)
Seller's own estoppel certificate (each, a "SELLER ESTOPPEL CERTIFICATE") in the
form attached hereto as EXHIBIT "P" on behalf of all other tenants who occupy
leasable space in the Shopping Center as of the Closing Date.

                     In the event that either (1) Seller is unable to satisfy
the Estoppel Condition or (2) a Required Estoppel Certificate discloses an
Adverse Estoppel Matter (as hereinafter defined), then Purchaser shall have the
right, as its sole remedy (Purchaser specifically waiving any right to bring an
action against Seller for damages), either to (x) terminate this Agreement by
notice in writing to Seller, in which event Seller shall cause the Escrow Agent
to take such actions with respect to the Downpayment as are set forth in SECTION
9, whereupon neither party shall have any further rights or obligations
hereunder except that the obligations of the parties under SECTIONS 13, 31, 32,
34, 35.2 and 35.3 shall survive or (y) waive the same and accept title to the
Shopping Center without any abatement of the Purchase Price. Purchaser
specifically acknowledges and agrees that the failure of Seller to deliver
Tenant Estoppel Certificates or the existence of adverse matters disclosed in
Tenant Estoppel Certificates or Seller Estoppel Certificates shall not give rise
to any remedy of any kind against Seller (other than the termination right in
accordance with and subject to the provisions of this SECTION 36.2). For
purposes of this SECTION 36, "ADVERSE ESTOPPEL MATTER" shall mean (i) a monetary
default under such tenant's Lease or (ii) an adverse discrepancy between the
annual rent set forth in the Required Estoppel Certificate and the annual rent
set forth in the Rent Roll or (iii) an adverse discrepancy between the
representations set forth in Section 1 of EXHIBIT "Q" and the respective terms
of such tenant's lease; or (iv) the certifications in Section 2 of EXHIBIT "Q"
are not true and correct, provided, however, that if any Estoppel Certificate
indicates that the certification in Subsection 2f of Exhibit "Q" is not correct,
the provisions of Section 36.3(v) below shall apply.

              36.3.  For purposes of this SECTION 36, Seller and Purchaser agree
that the following shall apply:

                     (i)    Seller shall request Tenant Estoppel Certificates
from the tenants in the form attached hereto as EXHIBIT "Q" and the delivery of
a certificate from a tenant in such form shall be deemed to be the delivery of a
Tenant Estoppel Certificate from such tenant for purposes of SECTION 36.2,
PROVIDED, HOWEVER, if the tenant fails or refuses to deliver a certificate in
the form of EXHIBIT "Q", then the delivery of an estoppel certificate by such
tenant that substantially complies with the estoppel requirements in such
tenant's Lease shall be deemed to be the delivery of a Tenant Estoppel
Certificate from such tenant for purposes of SECTION 36.2 (it being acknowledged
that if a Lease provides for a Tenant Estoppel Certificate containing certain
specified items and such other items as landlord may "reasonably require", then
the delivery by the tenant thereunder of an estoppel certificate without any
Items other than the specified items shall be deemed to be the delivery of an
estoppel certificate by such tenant in compliance with the terms of such Lease).

                     (ii)   In order to be treated as a delivered Tenant
Estoppel Certificate for purposes of SECTION 36.2, the certificate delivered by
a tenant shall be dated no earlier than the date of this Agreement.

                     (iii)  The Seller Estoppel Certificates shall (a) be in the
form of EXHIBIT "P", (b) be dated the not earlier that the 3rd day before the
Closing Date, and (c) survive the Closing for a period of one hundred eighty
(180) days (the "ESTOPPEL SURVIVAL PERIOD").

                     (iv)   A Tenant Estoppel Certificate or a Seller Estoppel
Certificate that discloses defaults by the tenant under the applicable Lease
(including, for example, a statement that the tenant is in default and/or in
bankruptcy and as a result has not paid rent for an extended period of time)
shall nonetheless be deemed to be the delivery of a Tenant Estoppel Certificate
or Seller Estoppel Certificates for purposes of SECTION 36.2 and no such
delivery of a Tenant Estoppel Certificate or Seller Estoppel Certificate shall
entitle Purchaser to any remedy against Seller, it being acknowledged that for
all purposes of this Agreement the risk of tenant defaults occurring following
the expiration of the Due Diligence Period is solely that of Purchaser,
PROVIDED, HOWEVER, if a Tenant Estoppel Certificate discloses that Seller's
Representations contained in SECTION 11.1(iii) as to the accuracy, in all
material respects, of the Rent Roll are untrue in a material respect, same shall
nonetheless be deemed to be the delivery of a Tenant Estoppel Certificate for
purposes of SECTION 36.2, however, such delivery shall not operate to waive any
of Purchaser's rights, or relieve Seller from any of its obligations, in the
event a Seller Representation is untrue in a material respect, and the
provisions of SECTION 11.3 shall apply.

                     (v)    If a Tenant Estoppel Certificate delivered by a
tenant discloses a default by Seller under such tenant's Lease (including,
without limitation, a matter covered by CLAUSES 2c, 2f OR 2q of the form of
Tenant

                                     - 26 -


Estoppel Certificate provided in EXHIBIT "Q"), then Seller shall either (x) cure
such default prior to Closing (and Seller shall be entitled to adjourn the
Closing for up to sixty (60) days to effectuate such cure), (y) grant Purchaser
a credit against the Purchase Price in the amount reasonably necessary to
effectuate such cure, as set forth in an cost estimate obtained by Seller from
an unrelated licensed contractor, or (z) notify Purchaser that Seller does not
intend to cure such default or grant Purchaser such credit against the Purchase
Price, PROVIDED, HOWEVER, if the total cost to cure a default referenced in a
Tenant Estoppel Certificate (when aggregated with costs to cure defaults under
all other Tenant Estoppel Certificates) is less than $50,000, then Seller shall
not act under CLAUSE (z).

                            (A)    If Seller acts under CLAUSE (x) above, then
Seller shall exercise reasonable efforts to cure the default prior to Closing,
provided that if Seller is unable (despite the exercise of reasonable efforts)
to cause such default to be corrected at or before Closing, then Purchaser's
sole remedy shall be to terminate this Agreement in which event Seller shall
cause the Escrow Agent to take the actions required to be taken in respect of
the Downpayment pursuant to SECTION 9, whereupon neither party shall have any
further rights or obligations hereunder except that the obligations of the
parties under SECTIONS 13, 31, 32, 34, 35.2 and 35.3 shall survive such
termination.

                            (B)    If Seller acts under CLAUSE (y) above, then
Seller will grant Purchaser the credit at Closing required above.

                            (C)    If Seller acts under CLAUSE (z) above, then
Purchaser shall, on or before the earlier of three (3) days after Purchaser
receives notice from Seller pursuant to such CLAUSE (z) or one (1) Business Day
prior to the Closing, deliver notice to Seller stating either (a) that Purchaser
elects to proceed to the Closing without abatement of the Purchase Price and
without further obligation of Seller in respect of such Tenant Estoppel
Certificate or (b) that Purchaser elects to terminate this Agreement, in which
event Seller and Purchaser shall direct the Escrow Agent to return the
Downpayment to Purchaser, and neither party shall have any further obligation
under this Agreement, except that the obligations of the parties under SECTIONS
13, 31, 32, 34, 35.2 and 35.3 shall survive such termination. Purchaser's
failure to deliver the notice referred to in the preceding sentence within the
time period mentioned above shall be deemed to be Purchaser's election under
CLAUSE (b) of the preceding sentence.

              36.4.  In the event that one or more Seller Estoppel Certificates
is delivered by Seller pursuant to the provisions of this SECTION 36, then the
following shall apply:

                     (i)    In the event that Purchaser discovers after the
Closing Date but prior to the expiration of the Estoppel Survival Period that a
statement of Seller set forth in a Seller Estoppel Certificate is false in a
material respect as of the date made, then Purchaser shall have the right to
make a claim (an "ESTOPPEL CLAIM") against Seller for an amount equal to the
damages caused to Purchaser as a result of such false statement. In order to
properly assert an Estoppel Claim against Seller, Purchaser shall be required to
deliver written notice (an "ESTOPPEL CLAIM NOTICE") of such Estoppel Claim
(stating in reasonable detail the basis for the Estoppel Claim) to Seller. In
the event that Purchaser has not delivered an Estoppel Claim Notice by the
expiration of the Estoppel Survival Period, then Purchaser shall be conclusively
deemed to have waived any right to assert an Estoppel Claim.

                     (ii)   If Purchaser delivers an Estoppel Claim Notice prior
to the end of the Estoppel Survival Period, then Seller shall within fifteen
(15) days after Seller receives the Estoppel Claim Notice, deliver notice (an
"ESTOPPEL RESPONSE NOTICE") to Purchaser stating either (x) that Seller agrees
with the Estoppel Claim made by Purchaser, in which event Seller shall reimburse
Purchaser for the amount equal to the damages caused to Purchaser as asserted in
the Estoppel Claim or (y) Seller disputes the Estoppel Claim made by Purchaser,
in which event Purchaser shall have the right to make a claim against Seller for
an amount equal to the damages caused to Purchaser as asserted in the Estoppel
Claim, provided that in no event shall Purchaser have any right to recover
speculative, consequential or punitive damages against Seller, all of which are
expressly hereby waived by Purchaser.

                     (iii)  If subsequent to the delivery of a Seller Estoppel
Certificate with respect to space occupied by a tenant, Seller delivers the
applicable Tenant Estoppel Certificate from such tenant and such Tenant Estoppel
Certificate confirms the information provided in such Seller Estoppel
Certificate, then the Seller Estoppel Certificate will be without further force
or effect and Purchaser shall rely solely upon the applicable Tenant Estoppel
Certificate.

                                     - 27 -


       37.    SURVIVAL.

              Except otherwise specifically herein provided, no representation,
warranty, covenant or obligation of Seller set forth in this Agreement or any
document or instrument delivered by Seller in connection herewith, including,
without limitation, the Assignment and Assumption of Leases, the Assignment and
Assumption of Service Contracts or any Seller Estoppel Certificate, shall
survive the Closing and the delivery of the Deed. In addition, any
indemnification or other obligation of Seller that is stated in this Agreement
or any document or instrument delivered by Seller in connection herewith,
including, without limitation, the Assignment and Assumption of Leases and the
Assignment, Assumption of Service Contracts or any Seller Estoppel Certificate
to survive the Closing and the delivery of the deed shall survive the Closing
for a period of one hundred eighty (180) days. Notwithstanding the foregoing,
except as otherwise specifically herein provided, any indemnification or other
obligation of Purchaser set forth in this Agreement or any other such document
shall survive the Closing Indefinitely.

       38.    [INTENTIONALLY DELETED]

       39.    SUBMISSION TO JURISDICTION.

              PURCHASER AND SELLER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION
OF ANY TEXAS STATE OR FEDERAL COURT SITTING IN COLLIN COUNTY OVER ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. PURCHASER AND
SELLER EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE TO SUCH VENUE AS BEING AN
INCONVENIENT FORUM.

       40.    WAIVER OF JURY TRIAL.

              PURCHASER AND SELLER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY
JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY
JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH
REGARD TO THIS AGREEMENT OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY
AND VOLUNTARILY BY PURCHASER AND SELLER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. SELLER OR PURCHASER, AS APPLICABLE, IS HEREBY
AUTHORIZED TO FILE A COPY OF THIS SECTION IN ANY PROCEEDING AS CONCLUSIVE
EVIDENCE OF THIS WAIVER BY PURCHASER OR SELLER, AS APPLICABLE.

       41.    DEFINITION OF BUSINESS DAY.

              As used herein, the term "BUSINESS DAY" shall mean any day other
than (i) a Saturday or a Sunday, (ii) a national holiday, or (iii) a day on
which banks are not required to be open for business within the State of Texas.

       42.    TIME FOR ACCEPTANCE.

              At Purchaser's option, this Agreement shall be null and void and
of no further force and effect unless a copy of same executed by Seller shall be
delivered to Purchaser not later than 5:00 PM Central Time on the third Business
Day following the date of execution and delivery of same by Purchaser to Seller.
Upon any such termination, Purchaser's Initial Deposit (if theretofore posted by
Purchaser) shall be promptly refunded.

       43.    NO REA DEFAULT.

              Anything in this Agreement to the contrary notwithstanding, it
shall be a condition of Closing and of Purchaser's obligation to perform under
this Agreement that there shall not be any default under the terms of the REA on

                                     - 28 -


the Closing Date. This condition shall be deemed satisfied upon the earlier of
the Closing hereunder, or the date upon which Walgreen shall issue an "REA
Estoppel Certificate" as previously requested by Purchaser.

       IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first above written.

Signed, Sealed and Delivered in the        SELLER:
presence of:
                                           CDG (Park Place) LLC, a Texas
                                           limited liability company


/s/ [ILLEGIBLE]                            By: /s/ Doron Valero   9/5/03
- ----------------------------------            -------------------------------
/s/ [ILLEGIBLE]                            Name: Doron Valero
- ----------------------------------              -----------------------------
                                           Title: Manager


/s/ [ILLEGIBLE]                            By: /s/ Tom Hamilton
- ----------------------------------            -------------------------------
/s/ [ILLEGIBLE]                            Name: Tom Hamilton
- ----------------------------------              -----------------------------
                                           Title: Manager


                                           PURCHASER:

                                           Inland Real Estate Acquisitions, Inc.


/s/ Kimberly A. Mitchell                   By: /s/ [ILLEGIBLE]
- ----------------------------------            -------------------------------
/s/ [ILLEGIBLE]                            Name:
- ----------------------------------         Title:

                                           Federal I.D. No. [36-3614085]


       The undersigned has executed this Agreement solely to confirm its
acceptance of the duties of the Escrow Agent and receipt of the Initial Deposit
as set forth in SECTION 15 hereof.

CHICAGO TITLE INSURANCE COMPANY


By:    /s/ Nancy R. Castro
       ------------------------------
       Name: Nancy R. Castro
       Title: ASST. V.P.

                                     - 29 -


                                    EXHIBITS



Exhibit           Description
- -------           -----------
               
A                 Description of the Lands
B                 [Reserved]
C                 [Reserved]
D                 Rent Rolls (Including Special Commissions)
E                 Existing Service Contracts and Service Contracts that Must Be Assumed by Purchaser
F                 Existing Violations
G                 Deed
H                 Bill of Sale
I                 Assignment and Assumption of Leases
J                 Assignment and Assumption of Service Contracts
K                 Notice to Tenants
L                 Assignment and Assumption of Intangible Property
M                 Environmental Reports
N                 Existing Litigation
O                 Tenants from Whom Estoppel Certificates are Required
P                 Form of Seller Estoppel Certificate
Q                 Form of Tenant Estoppel Certificate

R                 Title and Survey Comments Letter


                                     - 30 -


                                   EXHIBIT "A"

                             DESCRIPTION OF THE LAND

                                     - 31 -


Legal description of the land:

TRACT 1:
Lot 1, Block A, of Park Place Center, Block "A", Lot 1, an addition to the City
of Plano, Collin County, Texas, according to the plat thereof recorded in
Cabinet N, Slide 233, Plat Records, Collin County, Texas.

TRACT 2:
Lot 2, Block A, of Park Place Center, Block A, Lots 1 and 2, an addition to the
City of Plano, Collin County, Texas, according to the plat thereof recorded in
Cabinet M, Slide 469, Plat Records, Collin County, Texas.

TRACT 3:
Lot 3, Block A, of Park Place Center, Block A, Lot 3, an addition to the City of
Plano, Collin County, Texas, according to the plat thereof recorded in Cabinet
M, Slide 527, Plat Records, Collin County, Texas.

TRACT 4:
Lot 4, Block A, of Park Place Center, Block A, Lot 4, an addition to the City of
Plano, Collin County, Texas, according to the plat thereof recorded in Cabinet
M, Slide 437, Plat Records, Collin County, Texas.



                                   EXHIBIT "B"

                                    RESERVED

                                     - 32 -


                                   EXHIBIT "C"

                                   [RESERVED]

                                     - 33 -


                                   EXHIBIT "D"

                RENT ROLL (INCLUDING SPECIAL LEASING COMMISSIONS)


Special Leasing Commissions: Seller's brokerage agreement with Weitzman Group
(copy attached) relating to the lease between Seller and Ebby Halliday, a tenant
of the Shopping Center, may required the payment of an additional leasing
commission in the event that (a) Ebby Halliday shall expand its premises to
encompass additional space in the Shopping Center, and (b) Weitzman Group
"provides a service of negotiating the terms of the expansion". Such commission,
if any, to be prorated to take into account portion of Initial lease term
expired as of date of expansion.

                                     - 34 -


7/25/03                          Proted Real Estate                     12:24 pm

User: PAT                           Rent Roll                          Page:   1

Property : CDG (PARK PLACE) L.L.C.




                                                                       Rent Per         Rent        Lease
Reference                                       Monthly     Square      Square        Starting       Exp.        Deposits
 Number                    Name                  Rent        Feet        Feet           Date         Date          Held
- ---------    ------------------------------    ---------   --------   -----------   -----------  -----------    ----------
                                                                                            
033-100      OMAR INVESTMENTS, INC. A TEXAS     7,883.33       3500     26.00/yr     11/23/01     11/30/0?        9,245.83
                                                                         2.17/mth
033-104      PHI BANC AND NGA DAM               2,750.00       1100     30.00/yr     10/19/01     10/31/06        2,750.00
                                                                         3.50/mth
033-105      AURELIANO FERNANDEZ                2,100.00        840     30.00/yr     11/01/01     10/31/06        8,000.00
                                                                         2.50/mth
033-106      JAMES KIM(1)                       2,432.50     1042.5     28.00/yr     11/01/01     10/31/06        2,800.00
                                                                         2.33/mth
033-112      EBBY HALLIDAY PROPERTIES, INC.    12,840.96     5313.5     29.00/yr     11/01/01     10/31/06       15,000.00
                                                                         2.42/mth
033-119      WSK EYE ASSOCIATES                 7,800.00       3000     30.00/yr     10/15/01     10/31/06        8,687.50
                                                                         2.50/mth
033-120      OFFICEMAX. INC.(3)                26,357.63      23?2?     23.50/yr     11/25/01     11/30/16            0.00
                                                                         1.23/mth
033-125      BED BATH & BEYOND, INC.           22,916.67      25000     21.00/yr     10/06/01      1/11/12            0.00
                                                                         0.92/mth
033-130      MICHAELS STORES, INC.             27,145.63      24133     13.50/yr     10/04/01     10/11/11            0.00
                                                                         1.13/mth
033-135      SALON BOUTIQUE LLP                15,000.00      10000     15.00/yr      2/14/02      2/28/12       15,833.33
                                                                         1.50/mth
033-4601     CHICK-FIL-A, INC.(2)               6,541.67          0      0.00/yr     10/16/00     10/31/15            0.00
                                                                         0.00/mth
033-6301     WALGREEN COMPANY                  26,250.00      15120     20.83/yr     12/06/00     12/31/60            0.00
                                                                         1.74/mth


              PROPERTY TOTALS:

                                 
              Total Occupied Rents                159,422,39
              Total Vacant Rents                        0.00
              Total Gross Rents                   159,422.39
              Total Square Footage                   1124.78
              Average Rent/Sq. Ft. /Yr.                17.01
              Average Rent/Sq. Ft. /Mth                 1.42
              Total Security Deposits              62,316.66

              

              --- Percentage of Occupied Units ---

                                        
              Total Occupied Units                        12
              Total Vacant Units                           0
              Total Units                                 12
              Percentage Occupied                        100%

              

              --- Percentage of Occupied Sq. Feet ---

                                        
              Total Occupied Sq. Feet                         112478
              Total Vacant Sq. Feet                                0
              Total Square Footage                            112478
              Percentage Occupied                        100%

              

(1)    11/01/04 MONTHLY RENT INCREASES TO $2,606.25

(2)    11/01/05 MONTHLY RENT INCREASES TO $7,326.67
       11/01/10 MONTHLY RENT INCREASES TO $8,205.87

(3)    12/01/11 MONTHLY RENT INCREASES TO $27,333.83



                                   EXHIBIT "E"

                           EXISTING SERVICE CONTRACTS


                                     PART 2

               SERVICE CONTRACTS THAT MUST BE ASSUMED BY PURCHASER

        Trinity Waste Service (current monthly fee approximately $625.00)

  Knight Security Systems (current monthly monitoring fee approximately $58.00)

                                     - 35 -


       Trinity Waste Services
       Landscape Professionals of Texas
       B.T.A. Services, Ltd.
       Knight Security Systems, Inc.
       Shepherd Pest Management
       Citywide - (power wash)



                                   EXHIBIT "F"

                               EXISING VIOLATIONS

                                      none

                                     - 36 -


                                   EXHIBIT "G"

                                      DEED

                                      Mailing Address of Grantee:

                                      ______________________________

       __________________________

       __________________________


                              SPECIAL WARRANTY DEED

THE STATE OF TEXAS          )(
                                     )(     KNOW ALL PERSON BY THESE PRESENTS:
COUNTY OF DALLAS            )(

       THAT, _______________________, a ___________________ corporation,
(hereinafter referred to as "Grantor"), for and in consideration of the sum of
Ten and No/100 Dollars ($10.00) and other valuable consideration, the receipt
and sufficiency of which consideration are hereby acknowledged, has GRANTED,
SOLD and CONVEYED and by these presents does GRANT, SELL and CONVEY
unto _________________________________________________, (hereinafter referred to
as "Grantee"), whose mailing address is _______________________________________,
_____________, _________, the following described property, to-wit:

       that certain parcel of real property described on Exhibit "A" attached
       hereto and made a part hereof for all purposes, together with all of the
       easements, rights-of-way, privileges, liberties, hereditaments, strips
       and gores, streets, alleys, passages, ways, waters, water courses, rights
       and appurtenances thereto belonging or appertaining, and all of the
       estate, right, title, interest, claims or demands whatsoever of Grantor
       therein and the streets and ways adjacent thereto, either in law or in
       equity; subject, however, to all encumbrances, reservations and
       exceptions now of record.

       TO HAVE AND TO HOLD the above described premises, together with any and
all the rights and appurtenances thereto in anywise belonging to Grantor, unto
the said Grantees, their successors, legal representatives and assigns FOREVER,
and Grantor does hereby bind itself and its legal representatives and successors
to WARRANT AND FOREVER DEFEND all and singular the said premises unto the said
Grantee, its successors, legal representatives and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by,
through or under it, but not otherwise.

       EXECUTED the _____ day of ___________________, 2003.


                                       -------------------------------------
                                                  a ____________ corporation


                                       By:
                                          ----------------------------------

                                       Its:
                                           ---------------------------------

                                     - 37 -


THE STATE OF TEXAS          )(
                                     )(
COUNTY OF DALLAS            )(

       This instrument was acknowledged before me on the ______ day of
________________, 1992 by ______________________________.

       GIVEN UNDER MY HAND AND SEAL OF OFFICE this ______ day of ______________,
1992.


                                                  ------------------------------
                              Notary Public in and for the
                              State of Texas


                              Notary's printed name:

                                                  ------------------------------

My Commission Expires:

- ---------------------

                                     - 38 -


                                   EXHIBIT "H"

                                  BILL OF SALE

       For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the undersigned, CDG (Park Place) LLC, a limited
liability company organized under the laws of the State of ___________________
(the "Seller"), does hereby quitclaim unto [_________________], a
[_________________] organized under the laws of the State of
[__________________] (the "Purchaser"), all of Seller's right, title and
interest in and to all equipment, appliances, tools, machinery, supplies,
building materials and other personal property of every kind and character
described on Schedule 1 attached hereto (the "Personalty") and located on and
used in connection with the real property described in Schedule 2 attached
hereto. The conveyance contained in this Bill of Sale is made without
representation or warranty by the Seller of any kind or nature and is expressly
without recourse to the Seller of any kind or nature whatsoever.

       IN ADDITION TO, AND WITHOUT LIMITATION OF THE FOREGOING, SELLER MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY, TITLE, MARKETABILITY,
FITNESS, OR SUITABILITY FOR A PARTICULAR PURPOSE OF THE PERSONALTY, AND THE
PERSONALTY IS SOLD IN AN "AS IS", "WHERE IS" CONDITION, WITH ALL FAULTS. BY
ACCEPTANCE OF THIS BILL OF SALE, PURCHASER AFFIRMS AND AGREES THAT (A) PURCHASER
HAS NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PERSONALTY
FOR ANY PARTICULAR PURPOSE, (B) SELLER MAKES NO WARRANTY THAT THE PERSONALTY IS
FIT FOR ANY PARTICULAR PURPOSE AND (C) THERE ARE NO REPRESENTATIONS OR
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE PERSONALTY.
PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO INSPECT THE PERSONALTY AND HAS
DETERMINED TO PURCHASE THE PERSONALTY BASED ON SUCH INSPECTION.

       IN WITNESS WHEREOF, intending to be legally bound, the parties have
executed this instrument as of this [________] day of [________________], 2003.

                          SELLER:

                          [_____________________________]


                          By:
                                 ------------------------------
                          Name:
                          Title:


                          PURCHASER:

                          [________________________]


                          By:
                                 ------------------------------
                          Name:
                          Title:

                                     - 39 -


                                   Schedule 1

                             Schedule of Personalty

       All equipment, appliances, tools, machinery, supplies, building
materials and other personal property of every kind and character owned by
Seller and located on and used in connection with that certain land (the "Land")
and the improvements located thereon located in the county of [_______________],
State of [______________], which Land is more particularly described in Schedule
2 attached to the Bill of Sale to which this Schedule 1 is attached.

                                     - 40 -


                                   Schedule 2

                          Legal Description of the Land

                                     - 41 -


                                   EXHIBIT "I"

                       ASSIGNMENT AND ASSUMPTION OF LEASES

       THIS ASSIGNMENT AND ASSUMPTION OF LEASES (this "Assignment"), made as of
the [______] day of [_________________], 2003, by and between [_______________],
a [_____________] organized under the laws of the State of [_______________],
having an office at c/o [_______________________________________] ("Assignor"),
and [______________], a [______________] organized under the laws of the State
of [__________________], having an office [____________________] ("Assignee").

                               W I T N E S S E T H

       WHEREAS, Assignor is the landlord under the leases set forth on Schedule
A attached hereto and made a part hereof (the "Leases"), pursuant to which
Leases, Assignor has demised to the tenants thereunder certain premises located
at [________________], and more particularly described in Schedule B attached
hereto (the "Premises");

       WHEREAS, Assignor and Assignee are parties to that certain Sale-Purchase
Agreement, dated as of [_____________], 2003, (as amended, the "Agreement"),
pursuant to which Agreement, Assignor has agreed to sell to Assignee, and
Assignee has agreed to purchase from Assignor, the Premises; and

       WHEREAS, in connection with the Agreement (i) Assignor is required to
assign, transfer and convey to Assignee all of Assignor's right, title and
interest in, to and under the Leases, together with any and all right, title,
estate and interest of Assignor in and to such security deposits and prepaid
rents, if any, as have been paid to Assignor pursuant to such Leases,
(collectively, the "Security Deposits") and (ii) Assignee is required to accept
such assignment and to assume Assignor's obligations under the Leases and the
Security Deposits from and after the date hereof.

       NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars
($10.00) and other good and valuable consideration, the mutual receipt and
sufficiency of which are hereby acknowledged, the parties hereto to hereby agree
as follows:

       1.  Unless otherwise stated herein, all capitalized terms used in this
Assignment shall have the meanings specified in the Agreement.

       2.  Subject to the terms of the Agreement, Assignor hereby assigns,
transfers, releases and sets over unto Assignee all of the right, title and
interest of Assignor in and to (i) the Leases, and (ii) the Security Deposits.

       3.  Assignee hereby accepts the foregoing assignment and hereby assumes
(a) all of the obligations of Assignor under the Leases from and after the
Closing Date and (b) all obligations of Assignor with respect to the Security
Deposits, including, without limitation, the obligation to return same to the
tenants under the Leases in accordance with the terms of such Leases.

       4.  Assignor hereby indemnifies and holds Assignee harmless from and
against any and all claims, expenses, costs, obligations or other liabilities
with respect to the Leases and the Security Deposits, arising or incurred after
the date hereof with respect to events occurring prior to the date hereof. The
foregoing indemnification obligation shall survive the delivery of this
instrument for a period of one hundred eighty (180) days and any claim not made
within such one hundred eighty (180) day period shall be deemed waived by
Assignee.

       5.  Assignee hereby indemnifies and holds Assignor harmless from and
against any and all claims, expenses, costs, obligations, or other liabilities
with respect to the Leases and the Security Deposits, arising or incurred after
the date hereof with respect to events occurring after the date hereof.

       6.  This Assignment may not be amended, modified or terminated except by
an instrument in writing executed by the parties hereto.

       7.  This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

                                     - 42 -


       8.  This Assignment may be executed in counterparts, each of which shall
constitute an original, and all of which taken together hall constitute one and
the same instrument.

       9.  The provisions hereof are subject to the provisions of Section 19 of
the Agreement.

       IN WITNESS WHEREOF, intending to be legally bound the parties hereto have
executed this Assignment as of the day and year first above written.


                            ASSIGNOR:

                            [___________________________]

                            By:    [___________________________]


                                   By:
                                           ---------------------------
                                           Name:
                                           Title:

                            ASSIGNEE:

                            [___________________________]

                            By:    [__________________]


                                   By:
                                           ---------------------------
                                           Name:
                                           Title:

                                     - 43 -


                                   Schedule A

                                     Leases

                                     - 44 -


                                   Schedule B

                          Legal Description of the Land

                                     - 45 -


                                   EXHIBIT "J"

                 ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS

       THIS ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS (this" Assignment"),
is made as of the [______] day of [_____], 2003, by and between [_____________],
a [__________________] organized under the laws of the State of [_____________],
having an office at [________________________________] ("Assignor"), and
[________________________________], a [________________] organized under the
laws of the State of [_________________], having an office at [________________]
("Assignee")

                               W I T N E S S E T H

       WHEREAS, Assignor has entered into those certain service contracts set
forth on Schedule A attached hereto and made a part hereof (the "Service
Contracts"), in connection with certain real property located in
[______________________], and more particularly described on Schedule B attached
hereto (the "Premises")

       WHEREAS, Assignor and Assignee are parties to that certain Sale-Purchase
Agreement, dated as of [______________], 2003 (as amended, the "Agreement"),
pursuant to which Agreement, Assignor has agreed to sell to Assignee, and
Assignee has agreed to purchase from Assignor, the Premises; and

       WHEREAS, in connection with the Agreement, Assignor is required to
assign, transfer and convey to Assignee all of Assignor's right, title and
interest in, to and under the Service Contracts and Assignee is required to
accept such assignment and to assume Assignor's obligations under the Service
Contracts from and after the date hereof.

       NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars
($10.00) and other good and valuable consideration, the mutual receipt and
sufficiency of which are hereby acknowledged, the parties hereto to hereby agree
as follows:

       1.  Unless otherwise stated herein, all capitalized terms used in this
Assignment shall have the meanings specified in the Agreement.

       2.  Assignor hereby assigns, transfers, releases and sets over unto
Assignee all of the right, title and interest of Assignor in and to the Service
Contracts.

       3.  Assignee hereby accepts the foregoing assignment and hereby assumes
all of the obligations of Assignor under the Service Contracts from, after and
including the Closing Date.

       4.  Assignor hereby indemnifies and holds Assignee harmless from and
against any and all claims, expenses, costs, obligations or other liabilities
with respect to the Service Contracts arising or incurred after the date hereof
with respect to events occurring prior to the date hereof. The foregoing
indemnification obligation shall survive the delivery of this instrument for a
period of one hundred eighty (180) days and any claim not made within such one
hundred eighty (180) day period shall be deemed waived by Assignee.

       5.  Assignee hereby indemnifies and holds Assignor harmless from and
against any and all claims, expenses, costs, obligations, or other liabilities
with respect to the Service Contracts arising or incurred after the date hereof
with respect to events occurring after the date hereof.

       6.  This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

       7.  This Assignment may be executed in counterparts, each of which shall
constitute an original, and all of which taken together shall constitute one and
the same instrument.

       8.  The provisions hereof are subject to the provisions of Section 19 of
the Agreement.

                                     - 46 -


       IN WITNESS WHEREOF, intending to be legally bound, the parties hereto
have executed this Assignment as of the day and year first above written.


                            ASSIGNOR:

                            [___________________________]

                            By:    [___________________________]


                                   By:
                                           ---------------------------
                                           Name:
                                           Title:

                            ASSIGNEE:

                            [___________________________]

                            By:    [_______________________]


                                   By:
                                           ---------------------------
                                           Name:
                                           Title:

                                     - 47 -


                                   Schedule A

                                Service Contracts

                                     - 48 -


                                   Schedule B

                          Legal Description of the Land

                                     - 49 -


                                   EXHIBIT "K"

                                NOTICE TO TENANTS


                To Be Delivered to Seller by Purchaser at Closing

                                     - 50 -


                                   EXHIBIT "L"

                ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY


       THIS ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PROPERTY (this
"Assignment"), is made as of the [______] day of [_____], 2003, by and between
[________________], a [______________________] organized under the laws of the
State of _____________ having an office [_________________] ("Assignor"), and
[________________], a [_________________] organized under the laws of the State
of Delaware, having an office c[_____________] ("Assignee").

                               W I T N E S S E T H

       WHEREAS, Assignor and Assignee are parties to that certain Sale-Purchase
Agreement, dated as of [___________] [____], 2003 (as amended, the "Purchase
Agreement"), pursuant to which Purchase Agreement, Assignor has agreed to sell
to Assignee, and Assignee has agreed to purchase from Assignor, that certain
real property located at [________________] and more particularly described on
Schedule A attached hereto (the "Premises"); and

       WHEREAS, in connection with the Purchase Agreement, Assignor is required
to assign, transfer and convey to Assignee all of Assignor's right, title and
interest in, to and under, to the extent assignable and subject to the terms of
the Purchase Agreement, any and all contracts, rights, warranties and
guaranties, and trade names related to the Premises (collectively, the
"Intangible Property"), including, without limitation, that certain Intangible
Property identified in Schedule B attached hereto and made a part hereof, and
Assignee is required to accept such assignment and to assume Assignor's
obligations under the Intangible Property, from and after the Closing Date.

       NOW, THEREFORE, in consideration of the sum of Ten and 00/100 Dollars
($10.00) and other good and valuable consideration, the mutual receipt and
sufficiency of which are hereby acknowledged, the parties hereto to hereby agree
as follows:

       1.  Unless otherwise stated herein, all capitalized terms used in this
Assignment shall have the meanings specified in the Purchase Agreement.

       2.  Assignor hereby assigns, transfers, releases and sets over unto
Assignee all of the right, title and interest of Assignor in and to the
Intangible Property to the extent assignable and subject to the terms of the
Purchase Agreement.

       3.  Subject to the terms of the Purchase Agreement, Assignee hereby
accepts the foregoing assignment and hereby assumes all of the obligations of
Assignor under the Intangible Property from, after and including the Closing
Date.

       4.  This Assignment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.

       5.  This Assignment may be executed in counterparts, each of which shall
constitute an original, and all of which taken together shall constitute one and
the same instrument.

       6.  Assignor and Assignee hereby agree that they will, at any time and
from time to time, execute any documents and take such additional actions as
Assignor or Assignee or their respective successors or assigns shall reasonably
require in order to more completely or perfectly carry out the transfers
intended to be accomplished hereby.

       7.  The provisions hereof are subject to the provisions of Section 19 of
the Purchase Agreement.

                                     - 51 -


       IN WITNESS WHEREOF, intending to be legally bound, the parties hereto
have executed this Assignment as of the day and year first above written.


                            ASSIGNOR:

                            [___________________________]
                            a [___________________________]

                            By:
                                    ---------------------------
                                    Name:
                                    Title:

                            ASSIGNEE:

                            [___________________________]
                            a [___________________________]

                            By:
                                    ---------------------------
                                    Name:
                                    Title:

                                     - 52 -


                                   Schedule A

                        Legal Description of the Premises

                                 (See Attached)

                                     - 53 -


                                   Schedule B

                               Intangible Property

                                     - 54 -


                                    EXHIBIT M

REED ENGINEERING GROUP Environmental Reports:

       1)  Phase I Environmental Update - Project # 6456 dated March 7, 2000
       2)  Phase I Environmental Site Assessment - Project # 4660 dated July 9,
           1998



                                   EXHIBIT "N"

                               EXISTING LITIGATION


                                      none

                                     - 56 -


                                   EXHIBIT "O"

              TENANTS FROM WHOM ESTOPPEL CERTIFICATES ARE REQUIRED


                                   Walgreens

                                   Chick-A-Filet

                                   Bed Bath and Beyond

                                   Michaels

                                   Office Max

                                   Ebby Halliday

                                   Salon Boutique

                                     - 57 -


                                   EXHIBIT "P"

                       FORM OF SELLER ESTOPPEL CERTIFICATE

To:    Inland Real Estate Acquisitions, Inc.,
       and its lenders, successors and assigns
       2901 Butterfield Road
       Oak Brook, Illinois 60523
       Attention: Warren Jarog ("Purchaser")

       Re: Lease Agreement dated _______________ and amended ______________
       ("Lease"), between as "Landlord", and _________________, as "Tenant",
       guaranteed by ("Guarantor") for leased premises known as ________________
       (the "Premises") of the property commonly known as (the "Property").

1.     Landlord hereby certifies that, to the actual knowledge of Landlord, the
following representations with respect to the Lease are accurate and complete in
all material respects as of the date hereof.

       a.  Dates of all amendments, letter
           agreements, modifications and
           waivers related to the Lease               ___________________

       b.  Commencement Date                          ___________________
           [Note: Commencement Date info to be provided for following tenants
           only: Michael's, Salon Boutique, Ebby Halliday Realty, Carpet Mills
           of America, North Dallas Eye Associates, The Nail Club, Oxford
           Cleaners and Rick's Tailors.]

       c.  Expiration Date                            ___________________

       d.  Current Annual Base Rent                   $__________________

       e.  Fixed or CPI Rent Increases     ADJUSTMENT DATE RENTAL AMOUNT $______

       f.  Square Footage of Premises

       g.  Security Deposit Paid to Landlord          ___________________

       h.  Renewal Options____ Additional Terms for      years at $____ per year
       i.  Termination Options                     Termination Date___________
                                                   Fees Payable    $__________

2.     Landlord further certifies that, to the actual knowledge of Landlord, the
following representations with respect to the Lease are accurate and complete in
all material respects as of the date hereof:

       a.     the Lease is presently in full force and effect and represents the
              entire agreement between Tenant and Landlord with respect to the
              Premises;
       b.     the Lease has not been assigned and the Premises have not been
              sublet by Tenant;
       c.     Tenant has accepted and is occupying the Premises, all
              construction required to be performed by Landlord under the Lease
              has been completed and any payments, credits or abatements
              required to be given by Landlord to Tenant have been given;
       d.     Tenant is open for business or is operating its business at the
              Premises;
       e.     No installment of rent or other charges under the Lease other than
              current monthly rent has been paid more than 30 days in advance
              and Tenant is not in arrears on any rental payment or other
              charges;
       f.     Landlord is not in default under the Lease and no event has
              occurred which, with the giving of notice or passage of time, or
              both, could result in a default by Landlord;
       g.     Tenant has no existing defenses, offsets, liens, claims or credits
              against the payment obligations under the Lease;

                                     - 58 -


       h.     Except as set forth in the Lease, Tenant has not been granted any
              options or rights to terminate the Lease earlier than the
              Expiration Date (except as stated in paragraph 1 (i));
       i.     Except as set forth in the Lease, Tenant has not been granted any
              options or rights of first refusal to purchase the Premises or the
              Property [Note: this representation must be qualified to address
              the right of first refusal granted to Walgreen;
       j.     Except as set forth in the Lease, the Lease does not give the
              Tenant any operating exclusives for the Property; and
       k.     Rent has been paid through___________, 2003.

3.     This certification is made with the knowledge that Purchaser is about to
acquire title to the Property and its lender ("Lender") will be providing
Purchaser with financing which shall be secured by a Deed of Trust (or
Mortgage), Security Agreement and Assignment of Rents, Leases and Contracts
("Mortgage") upon the Property.

4.     The provisions hereof are subject to the provisions of Section 19, of the
Sale-Purchase Agreement, dated as of [____] [____]. 2003 between [Name of
Purchaser] and the undersigned (the "Agreement").

5.     The certifications stated herein are subject to the provisions of the
Agreement, and, specifically, the provisions of Section 36 thereof.

6.     As used herein, the term "to the actual knowledge of the undersigned" and
words of similar import, shall mean the actual present cognitive awareness (as
differentiated from imputed or constructive knowledge) of ___________ without
any obligation to make inquiry of any kind.

                                   CDG (Park Place) LLC
                                   By:
                                       -------------------------
                                   Its:
                                       -------------------------
                                   Date: __________________, 2003

                                     - 59 -


                                   EXHIBIT "Q"

                       FORM OF TENANT ESTOPPEL CERTIFICATE

To:    Inland Real Estate Acquisitions, Inc.,
       and its lenders, successors and assigns
       2901 Butterfield Road
       Oak Brook, Illinois 60523
       Attention: Warren Jarog ("Purchaser")

       Re: Lease Agreement dated _______________ and amended ______________
       ("Lease"), between as "Landlord", and _________________, as "Tenant",
       guaranteed by ("Guarantor") for leased premises known as ________________
       (the "Premises") of the property commonly known as (the "Property").

1.     Tenant hereby certifies that the following representations with respect
to the Lease are accurate and complete as of the date hereof.

       a.  Dates of all amendments, letter
           agreements, modifications and
           waivers related to the Lease               ___________________

       b.  Commencement Date                          ___________________
           [Note: Commencement Date info to be provided for following tenants
           only: Michael's, Salon Boutique, Ebby Halliday Realty, Carpet Mills
           of America, North Dallas Eye Associates, The Nail Club, Oxford
           Cleaners and Rick's Tailors.]

       c.  Expiration Date                            ___________________

       d.  Current Annual Base Rent                   $__________________

       e.  Fixed or CPI Rent Increases     ADJUSTMENT DATE   RENTAL AMOUNT $____

       f.  Square Footage of Premises

       g.  Security Deposit Paid to Landlord          ___________________

       h.  Renewal Options____ Additional Terms for       years at $___ per year

       i.  Termination Options               Termination Date____________
                                             Fees Payable    $___________

2.     Tenant further certifies to Lender and Purchaser that:

       a.     the Lease is presently in full force and effect and represents the
              entire agreement between Tenant and Landlord with respect to the
              Premises;
       b.     the Lease has not been assigned and the Premises have not been
              sublet by Tenant, except as follow:______________________________;
       c.     Tenant has accepted and is occupying the Premises, all
              construction required by the Lease to be performed by Landlord has
              been completed and any payments, credits or abatements required to
              be given by Landlord to Tenant have been given;
       d.     Tenant is open for business or is operating its business at the
              Premises;
       e.     No installment of rent or other charges under the Lease other than
              current monthly rent has been paid more than 30 days in advance
              and Tenant is not in arrears on any rental payment or other
              charges;
       f.     Landlord is not in default under the Lease and no event has
              occurred which, with the giving of notice or passage of time, or
              both, could result in a default by Landlord;

                                     - 60 -


       g.     Tenant has no existing defenses, offsets, liens, claims or credits
              against the payment obligations under the Lease;
       h.     Tenant has not been granted any options or rights to terminate the
              Lease earlier than the Expiration Date (except as stated in
              paragraph 1(i));
       i.     Tenant has not been granted any options or rights of first refusal
              to purchase the Premises or the Property [Note - insert the
              following in the Estoppel Certificate for Walgreen: "except as set
              forth in Section 25 of the Lease"];
       j.     Tenant has not received notice of violation of any federal, state,
              county or municipal laws, regulations, ordinances, orders or
              directives relating to the use or condition of the Premises or the
              Property;
       k.     To the Tenant's knowledge no hazardous wastes or toxic substances,
              as defined by all applicable federal, state or local statutes,
              rules or regulations have been disposed, stored or treated on or
              about the Premises or the Property by Tenant;
       l.     the Lease does not give the Tenant any operating exclusives for
              the Property, except as set forth in the Lease; and
       m.     Rent has been paid through________, 2003.

3.     This certification is made with the knowledge that Purchaser is about to
acquire title to the Property and its lender ("Lender") will be providing
Purchaser with financing which shall be secured by a Deed of Trust (or
Mortgage), Security Agreement and Assignment of Rents, Leases and Contracts
("Mortgage") upon the Property. Tenant acknowledges that Purchaser's interest in
the Lease (as landlord) will be duly assigned to Lender as security for Lender's
loan to Landlord. All rent payments under the Lease shall continue to be paid to
landlord in accordance with the terms of the Lease until Tenant is notified
otherwise in writing by Lender or its successors and assigns. In the event that
Lender succeeds to landlord's interest under the Lease, Tenant agrees to
recognize Lender as the landlord under the Lease at Lender's request and Lender
agrees that unless Tenant is in default under the Lease, the Lease will remain
in full force and effect. Tenant further acknowledges and agrees that Purchaser,
Lender and their respective successors and assigns shall have the right to rely
on the information contained in this Certificate. The undersigned is authorized
to execute this Tenant Estoppel Certificate on behalf of Tenant.


                                   [TENANT]
                                   By:
                                      --------------------------
                                   Its:
                                       -------------------------
                                   Date: __________________, 2003

                                     - 61 -


                                   EXHIBIT "R"

                        TITLE AND SURVEY COMMENTS LETTER

                                     - 62 -


[INLAND LOGO]

The Inland Real Estate Group, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
630-218-8000 Fax: 630-218-4900

Law Department

ELLIOT B. KAMENEAR
VICE PRESIDENT AND
SENIOR COUNSEL
KAMENEAR@INLANDGROUP.COM

                                                        July 16, 2003

VIA FACSIMILE (214) 522-8656
AND FEDERAL EXPRESS

CDG (Park Place), LLC
6210 Campbell Road, Suite 140
Dallas, TX 75248
Attention: Mr. Stephen Preston

       RE:    THE SHOPS AT PARK PLACE, PLANO, TEXAS/TITLE COMMITMENT AND SURVEY
              OBJECTIONS

Dear Steve:

       Pursuant to Article 8, Title Insurance, of the proposed Real Estate Sale
and Purchase Agreement, on behalf of Inland Real Estate Acquisitions, Inc., the
Purchaser, I am hereby giving notice of the following Unpermitted Title
Exceptions:

       1.     Survey and title legal descriptions do not match.

       2.     Taubman sanitary sewer easement needs to be added as an additional
              insured parcel.

       Regarding the survey, please note the following as Unpermitted Survey
       Conditions:

       1.     The survey and title legal descriptions do not match.

       2.     Per the Bed, Bath & Beyond lease, the elevations of the highest
              structure on the buildings on Pads A & B need to be taken to
              verify compliance with the Bed, Bath & Beyond height restrictions
              of other buildings.

       3.     Schedule B Item 14, the Taubman sanitary sewer easement, needs to
              be surveyed and shown on the survey, which may be shown on a
              separate page. Such depiction must show or otherwise indicate to
              the satisfaction of purchaser that the sanitary sewer ultimately
              runs into a public sanitary sewer and that there is no impairment
              by buildings, or otherwise, of the Taubman sanitary sewer
              easement.

       4.     Schedule B Exception 23, easements per Volume M, Page 527, over
              and across Lot 3, are not shown on the survey.

                                    EXHIBIT R



Mr. Stephen Preston
July 16, 2003
Page 2

       5.     Aggregate parking space count, as well as the number of parking
              spaces for each lot, need to be shown on the survey. The total
              acreage of all four lots needs to be shown on the survey.

       6.     The certification needs to be written in conformance with
              Paragraph 8 of the current ALTA survey standards and with Inland
              Real Estate being described as Inland Real Estate Acquisitions,
              Inc. Also, the ultimate grantee, which I expect to form in the
              next week or so, will need to be on the certification as well.

       7.     The Survey needs the approval of Chicago Title Insurance Company,
              in all respects including as required for modification of the
              survey exception.

       As provided in Article 8 of the agreement, please advise me of your
decisions in handling the Unpermitted Title Exceptions and the Unpermitted
Survey Exceptions as required by said Article 8.

                                   Cordially,

                                   THE INLAND REAL ESTATE GROUP, INC.

                                   /s/ Elliot B. Kamenear
                                   Elliot B. Kamenear
                                   Senior Counsel

EBK/km

c:     Mr. John W.S. Preston (via facsimile 561.833.4118 and Federal Express)
       David J. Wiener, Esq. (via facsimile 561.366.9145 and Federal Express)

EX-10.15

                                                                   Exhibit 10.15

                             ASSIGNMENT OF CONTRACT

     For and in consideration of the payment of the sum of Ten Dollars and other
good and valuable consideration, Inland Real Estate Acquisitions, Inc., an
Illinois corporation ("Assignor"), does hereby sell, assign, transfer and set
over to Inland Park Place Limited Partnership ("Assignee"), all of Assignor's
right, title and interest in and to that certain Sale-Purchase Agreement (the
"Contract") dated September 5, 2003 by and between CDG (Park Place) LLC, as
Seller, and Inland Real Estate Acquisitions, Inc. or its designee, as Purchaser,
for the purchase of the Shops at Park Place, Plano Texas, as more fully
described therein.

     This Assignment shall be binding upon and inure to the benefit of Assignor
and Assignee and their respective successors and assigns.

     IN WITNESS WHEREOF, Assignor has caused this Assignment to be executed as
of the 23rd day of September, 2003.

                                          INLAND REAL ESTATE ACQUISITIONS, INC.


                                          By:   /s/ G. Joe Cosenza
                                             ----------------------------------
                                                Its: President


                                   ACCEPTANCE

     Inland Park Place Limited Partnership, as Assignee, hereby accepts the
above and foregoing Assignment of Contract and agrees to assume all of the
obligations and perform all of the duties of Assignor under the Contract.

Dated: September 23, 2003

                              INLAND PARK PLACE LIMITED PARTNERSHIP
                              By: Inland Plano Investments, LLC, General Partner
                              By: Inland American Centers, Inc., Sole Member


                              By:   /s/ G. Joe Cosenza
                                 ----------------------------------------------
                                    Its: President

EX-10.16

                                                                   Exhibit 10.16

                       ASSIGNMENT OF MEMBERSHIP INTERESTS


     FOR VALUE RECEIVED, Inland American Centers, Inc., a Delaware corporation,
Assignor, hereby assigns unto Inland Western Retail Real Estate Trust, Inc., a
Maryland corporation, Assignee, all of the undersigned's right, title and
interest in and to the Membership Interests ("Membership Interests") of the
limited liability companies ("Companies") set forth on Schedule A attached
hereto and made a part hereof.

     This Assignment is made pursuant to the terms of that certain Membership
Interests Purchase Agreement ("Agreement") dated even date herewith by and
between Assignor and Assignee. Assignor hereby represents and warrants to
Assignee that Assignor is the absolute owner of the Membership Interests, that
the Membership Interests are free and clear of all liens, charges and
encumbrances, and that Assignor has full right, power and authority to sell the
Membership Interests and to make this Assignment. Reference is hereby made to
the Agreement for a complete statement of the representations and warranties by
Assignor with respect to the Membership Interests conveyed hereby, which are
hereby reaffirmed in every respect and incorporated herein by reference. If
there shall be any conflict between the terms of this Assignment and the
Agreement, the terms of the Agreement shall control.

          IN WITNESS WHEREOF, the Assignor has duly executed this Assignment as
of the 31st day of October, 2003.

                                         INLAND AMERICAN CENTERS, INC.


                                         By:  /s/ Karen M. Kautz
                                            ------------------------------
                                            Its: Vice President
                                                 -------------------------
STATE OF ILLINOIS     )
                      ) SS
COUNTY OF DUPAGE      )

     I, the undersigned, a Notary Public in and for said County, in the State
aforesaid, do hereby certify that Karen M. Kautz, personally known to me as
being the Vice President of Inland American Centers, Inc., whose name is
subscribed to the foregoing instrument, appeared before me this day in person,
and acknowledged and swore that he/she signed and delivered the foregoing
instrument as his/her free and voluntary act and deed and as the free and
voluntary act and deed of the foregoing corporation for the uses and purposes
aforesaid.

     Given under my hand and notarial seal, this 31st day of October, 2003.

                                                 /s/ Kimberly A. Mitchell
                                                 ------------------------------
                                                 Notary Public

            OFFICIAL SEAL
        KIMBERLY A. MITCHELL
  NOTARY PUBLIC-STATE OF ILLINOIS
  MY COMMISSION EXPIRES: 03-12-07



                ACCEPTANCE OF ASSIGNMENT OF MEMBERSHIP INTERESTS

     The undersigned, Inland Western Retail Real Estate Trust, Inc., Assignee,
hereby accepts the foregoing Assignment of Membership Interests and agrees that
it will be admitted as and exercise and perform all the powers and duties of the
Sole Member of the Companies and continue the Companies' business from and after
October 31, 2003.

Dated: October 31, 2003

                                                 ASSIGNEE:

                                                 INLAND WESTERN RETAIL REAL
                                                 ESTATE TRUST, INC.


                                                 By:     /s/ [ILLEGIBLE]
                                                    --------------------------
                                                         Its: Vice President
                                                              ----------------



                                   SCHEDULE A



COMPANY                              MEMBERSHIP INTERESTS
- ------------------------------       ---------------------------------------------------
                                  
Inland Plano Investments, LLC        Inland Western Retail Real Estate Trust, Inc. - 100%

Inland Plano Acquisitions, LLC       Inland Western Retail Real Estate Trust, Inc. - 100%

EX-10.17

                                                                   Exhibit 10.17

                                 PROMISSORY NOTE

$13,127,000.00                                                New York, New York
                                                                October 31, 2003

          FOR VALUE RECEIVED, INLAND PARK PLACE LIMITED PARTNERSHIP, an Illinois
limited partnership, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523, a maker hereunder (referred to herein as
"BORROWER"), hereby unconditionally promises to pay to the order of BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having an address
at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND AND NO/100
DOLLARS ($13,127,000.00), in lawful money of the United States of America with
interest thereon to be computed from the date of this Note at the Interest Rate,
and to be paid in accordance with the terms of this Note and that certain Loan
Agreement, dated as of the date hereof, between Borrower and Lender (the "LOAN
AGREEMENT"). All capitalized terms not defined herein shall have the respective
meanings set forth in the Loan Agreement.

                            ARTICLE 1 - PAYMENT TERMS

          Borrower agrees to pay interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in
the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the
Maturity Date.

                      ARTICLE 2 - DEFAULT AND ACCELERATION

          The Debt shall without notice become immediately due and payable at
the option of Lender if any payment required in this Note is not paid on or
prior to the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.

                           ARTICLE 3 - LOAN DOCUMENTS

          This Note is secured by the Mortgage and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

                           ARTICLE 4 - SAVINGS CLAUSE

          Notwithstanding anything to the contrary contained in this Note or the
Mortgage, neither the Applicable Interest Rate nor the Default Rate shall at any
time exceed the Maximum Rate. The term "Maximum Rate," as used herein, shall
mean, on any day, the highest nonusurious rate of interest (if any) permitted by
applicable law on such day. For purposes of



Chapter 303 of the Texas Finance Code, as it may from time to time be amended,
the Maximum Rate shall be the "weekly ceiling" as defined in Section 303.002 of
said Code and as computed in accordance with Section 303.003 of said Code, from
time to time in effect; provided, however, that to the extent permitted by
applicable law, Lender reserves the right to change, from time to time by
further notice and disclosure to Borrower, the ceiling on which the Maximum Rate
is based under Chapter 303 of said Code; and, provided further, that the
"highest nonusurious rate of interest permitted by applicable law" for purposes
of this Note or the Mortgage shall not be limited to the applicable rate ceiling
under Chapter 303 of said Code if federal laws or other state laws now or
hereafter in effect and applicable to this Note or the Mortgage (and the
interest contracted for, charged and collected hereunder) shall permit a higher
rate of interest. In no event shall the Loan be considered a revolving credit
account as defined in Chapter 346 of the Texas Finance Code, as may be hereafter
amended or recodified.

          It is the intention of the parties hereto to comply with the usury
laws of the State of Texas and the United States of America. The parties hereto
do not intend to contract for, charge or receive any interest or other charge
which is usurious, and by execution of this Note or the Mortgage, Borrower
agrees that Lender has no such intent. This Note, the Mortgage, the other Loan
Documents and all other agreements between Borrower and Lender or any other
holder hereof, which are now existing or hereafter arising, whether written or
oral, are hereby expressly limited so that in no event whatsoever, whether by
reason of acceleration of maturity hereof, or otherwise, shall the amount paid,
or agreed to be paid, to Lender or any other holder hereof for the use,
forbearance or detention of the money to be due hereunder or otherwise, or for
the payment or performance of any covenant or obligation contained herein or in
any other document evidencing, securing or pertaining to the Debt, exceed the
Maximum Rate. If from any circumstance whatsoever fulfillment of any provisions
hereof or other document, at the time performance of such provisions shall be
due, shall involve transcending the valid limits prescribed by law, then ipso
facto, the obligation to be fulfilled shall be reduced to the Maximum Rate, and
if from any such circumstance Lender or any other holder shall ever receive as
interest or otherwise an amount which will exceed the Maximum Rate, such amount
which would be excessive interest shall be applied to the reduction of the
principal amount owing hereunder or on account of any other principal
indebtedness of Borrower to the holder and not to the payment of interest, or if
such excessive interest exceeds the unpaid balance of principal hereof and such
other indebtedness, such excess shall be refunded to Borrower. All sums paid and
agreed to be paid to Lender or any other holder for use, forbearance or
detention of the indebtedness of Borrower shall, to the extent permitted by
applicable law, be amortized, prorated, allocated, and spread throughout the
period until payment in full on the Note (or any renewals, extensions and
rearrangement thereof) so that the actual rate of interest on account of the
Debt is uniform throughout the term of this Note (and all renewals, extensions
and rearrangements hereof) and does not exceed the Maximum Rate. The terms and
provisions of this Article 4 shall control and supersede any other provision of
this Note or the other Loan Documents.

                           ARTICLE 5 - NO ORAL CHANGE

          This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                                        2


                               ARTICLE 6 - WAIVERS

          Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a corporation, the
agreements contained herein shall remain in full force and applicable
notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a waiver of, any
prohibition or restriction on transfers of interests in such partnership which
may be set forth in the Loan Agreement, the Mortgage or any other Loan
Document.)

                              ARTICLE 7 - TRANSFER

          Upon the transfer of this Note, Borrower hereby waiving notice of any
such transfer except as provided in the Loan Agreement, Lender may deliver all
the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall from that date forward forever be relieved and
fully discharged from any liability or responsibility in the matter; but Lender
shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred.

                             ARTICLE 8 - EXCULPATION

          The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent and with the same
force as if fully set forth herein.

                            ARTICLE 9 - GOVERNING LAW

          THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS
BE GOVERNED, APPLIED AND

                                        3


ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED AND APPLICABLE FEDERAL LAWS.

                              ARTICLE 10 - NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.


                         [NO FURTHER TEXT ON THIS PAGE]

                                        4


          IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day
and year first above written.

                             BORROWER:


                             INLAND PARK PLACE LIMITED
                             PARTNERSHIP, an Illinois limited partnership


                             By:  Inland Plano Investments, LLC, a Delaware
                                  limited liability company, its general partner


                                  By:   Inland American Centers, Inc., its
                                        sole member


                                        By:  /s/ Karen M. Kautz
                                             ------------------------
                                             Name: Karen M. Kautz
                                             Title: Vice President

                                        5


                                 ACKNOWLEDGMENT


STATE OF ILLINOIS

COUNTY OF DUPAGE

          This instrument was acknowledged before me on October 30, 2003, by
Karen M. Kautz, Vice President of Inland American Centers, Inc., a Delaware
corporation, the sole member of Inland Plano Investments, LLC, a Delaware
limited liability company, the general partner of INLAND PARK PLACE LIMITED
PARTNERSHIP, an Illinois limited partnership, on behalf of said entities.

                                       /s/ Kimberly A. Mitchell
                                       ----------------------------------
                                       Notary Public, State of Illinois


My commission expires:

3/12/07
- -------------------------

                                                         OFFICIAL SEAL
                                                      KIMBERLY A. MITCHELL
                                               NOTARY PUBLIC - STATE OF ILLINOIS
                                                MY COMMMISSION EXPIRES: 03-12-07

                                        6

EX-10.18

                                                                   Exhibit 10.18

                                 LOAN AGREEMENT


                          Dated as of October 31, 2003


                                     Between


                      INLAND PARK PLACE LIMITED PARTNERSHIP
                                   as Borrower


                                       and


                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.,
                                    as Lender



                                TABLE OF CONTENTS



                                                                                   Page
                                                                                   ----
                                                                                  
ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION                                     1
  Section 1.1 Definitions.............................................................1
  Section 1.2 Principles of Construction.............................................18
ARTICLE II GENERAL TERMS                                                             18
  Section 2.1 Loan Commitment; Disbursement to Borrower..............................18
  Section 2.2 Interest; Loan Payments; Late Payment Charge...........................19
  Section 2.3 Prepayments............................................................21
  Section 2.4 Intentionally Omitted..................................................22
  Section 2.5 Release of Property....................................................22
  Section 2.6 Manner of Making Payments..............................................23
  Section 2.7 Release of Out Parcel..................................................23
ARTICLE III CONDITIONS PRECEDENT                                                     23
  Section 3.1 Conditions Precedent to Closing........................................23
ARTICLE IV REPRESENTATIONS AND WARRANTIES                                            27
  Section 4.1 Borrower Representations...............................................27
  Section 4.2 Survival of Representations............................................34
ARTICLE V BORROWER COVENANTS                                                         34
  Section 5.1 Affirmative Covenants..................................................34
  Section 5.2 Negative Covenants.....................................................42
ARTICLE VI INSURANCE; CASUALTY; CONDEMNATION                                         47
  Section 6.1 Insurance..............................................................47
  Section 6.2 Casualty...............................................................51
  Section 6.3 Condemnation...........................................................51
  Section 6.4 Restoration............................................................52
ARTICLE VII RESERVE FUNDS                                                            57
  Section 7.1 Required Repair Funds..................................................57
  Section 7.2 Tax and Insurance Escrow Fund..........................................58
  Section 7.3 Replacements and Replacement Reserve...................................59
  Section 7.4 Intentionally Deleted..................................................64
  Section 7.5 Intentionally Deleted..................................................64
  Section 7.6 Intentionally Deleted..................................................64
  Section 7.7 Reserve Funds, Generally...............................................64
ARTICLE VIII DEFAULTS                                                                64
  Section 8.1 Event of Default.......................................................64
  Section 8.2 Remedies...............................................................66
  Section 8.3 Remedies Cumulative; Waivers...........................................67
ARTICLE IX SPECIAL PROVISIONS                                                        68
  Section 9.1 Sale of Notes and Securitization.......................................68
  Section 9.2 Securitization.........................................................69
  Section 9.3 Rating Surveillance....................................................69
  Section 9.4 Exculpation............................................................69


                                       -i-


                                                                                  
  Section 9.5 Termination of Manager.................................................71
  Section 9.6 Servicer...............................................................71
  Section 9.7 Splitting the Loan.....................................................71
ARTICLE X MISCELLANEOUS                                                              72
  Section 10.1 Survival..............................................................72
  Section 10.2 Lender's Discretion...................................................72
  Section 10.3 Governing Law.........................................................72
  Section 10.4 Modification, Waiver in Writing.......................................72
  Section 10.5 Delay Not a Waiver....................................................73
  Section 10.6 Notices...............................................................73
  Section 10.7 Trial by Jury.........................................................74
  Section 10.8 Headings..............................................................74
  Section 10.9 Severability..........................................................74
  Section 10.10 Preferences..........................................................74
  Section 10.11 Waiver of Notice.....................................................74
  Section 10.12 Remedies of Borrower.................................................74
  Section 10.13 Expenses; Indemnity..................................................75
  Section 10.14 Schedules Incorporated...............................................76
  Section 10.15 Offsets, Counterclaims and Defenses..................................76
  Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries........76
  Section 10.17 Publicity............................................................77
  Section 10.18 Waiver of Marshalling of Assets......................................77
  Section 10.19 Waiver of Counterclaim...............................................77
  Section 10.20 Conflict; Construction of Documents; Reliance........................77
  Section 10.21 Brokers and Financial Advisors.......................................78
  Section 10.22 Prior Agreements.....................................................78
  Section 10.23 Transfer of Loan.....................................................78



SCHEDULES

Schedule I      -   Intentionally Omitted
Schedule II     -   Rent Roll
Schedule III    -   Required Repairs
Schedule IV     -   Intentionally Omitted
Schedule V      -   Out Parcel Release Conditions
Schedule VI     -   Intentionally Omitted
Schedule VII    -   Intentionally Omitted
Schedule VIII   -   Intentionally Omitted
Schedule IX     -   Intentionally Omitted
Schedule X      -   Other Contract Funds Agreements

                                      -ii-


                                 LOAN AGREEMENT

          THIS LOAN AGREEMENT, dated as of this ______ day of October, 2003 (as
amended, restated, replaced, supplemented or otherwise modified from time to
time, this "AGREEMENT"), between BEAR STEARNS COMMERCIAL MORTGAGE, INC., a
New York corporation, having an address at 383 Madison Avenue, New York,
New York 10179 ("LENDER"), and INLAND PARK PLACE LIMITED PARTNERSHIP, an
Illinois limited partnership, having an address at 2901 Butterfield Road, Oak
Brook, Illinois 60523 ("BORROWER").

                              W I T N E S S E T H:

          WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined)
from Lender; and

          WHEREAS, Lender is willing to make the Loan to Borrower, subject to
and in accordance with the terms of this Agreement and the other Loan Documents
(as hereinafter defined).

          NOW, THEREFORE, in consideration of the making of the Loan by Lender
and the convenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:

                                    ARTICLE I

                     DEFINITIONS; PRINCIPLES OF CONSTRUCTION

          Section 1.1    DEFINITIONS.   For all purposes of this Agreement,
except as otherwise expressly required or unless the context clearly indicates a
contrary intent:

          "AFFILIATE" shall mean, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person or is a director or officer of such Person or of an
Affiliate of such Person.

          "ALTA" shall mean American Land Title Association, or any successor
thereto.

          "ANNUAL BUDGET" shall mean the operating budget, including all planned
capital expenditures, for the Property prepared by Borrower for the applicable
Fiscal Year or other period.

          "ASSIGNMENT OF LEASES" shall mean, with respect to the Property, that
certain first priority Assignment of Leases and Rents, dated as of the date
hereof, from Borrower, as assignor, to Lender, as assignee, assigning to Lender
all of Borrower's interest in and to the Leases and Rents of the Property as
security for the Loan, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.

          "ASSIGNMENT OF MANAGEMENT AGREEMENT" shall mean that certain
Assignment of Management Agreement and Subordination of Management Fees dated as
of the date hereof



among Lender, Borrower and Manager, as the same may be amended, restated,
replaced, supplemented or otherwise modified from time to time.

          "AWARD" shall mean any compensation paid by any Governmental Authority
in connection with a Condemnation in respect of all or any part of the Property.

          "BASIC CARRYING COSTS" shall mean, with respect to the Property, the
sum of the following costs associated with the Property for the relevant Fiscal
Year or payment period: (i) Taxes and (ii) Insurance Premiums.

          "BORROWER" shall mean INLAND PARK PLACE LIMITED PARTNERSHIP, together
with its permitted successors and assigns.

          "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which national banks in New York, New York are not open for
business.

          "CAPITAL EXPENDITURES" shall mean, for any period, the amount expended
for items capitalized under accounting principles reasonably acceptable to
Lender, consistently applied (including expenditures for building improvements
or major repairs, leasing commissions and tenant improvements).

          "CASH EXPENSES" shall mean, for any period, the operating expenses for
the operation of the Property as set forth in an Approved Annual Budget to the
extent that such expenses are actually incurred by Borrower minus any payments
into the Tax and Insurance Escrow Fund.

          "CASUALTY" shall have the meaning specified in Section 6.2 hereof.

          "CASUALTY/CONDEMNATION PREPAYMENT" shall have the meaning specified in
Section 6.4(e) hereof.

          "CASUALTY CONSULTANT" shall have the meaning set forth in Section
6.4(b)(iii) hereof.

          "CASUALTY RETAINAGE" shall have the meaning set forth in Section
6.4(b)(iv) hereof.

          "CLOSING DATE" shall mean the date of the funding of the Loan.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended, as it
may be further amended from time to time, and any successor statutes thereto,
and applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.

          "CONDEMNATION" shall mean a temporary or permanent taking by any
Governmental Authority as the result or in lieu or in anticipation of the
exercise of the right of condemnation or eminent domain, of all or any part of
the Property, or any interest therein or right accruing thereto, including any
right of access thereto or any change of grade affecting the Property or any
part thereof.

                                        2


          "DEBT" shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid thereon and all other sums (including the Prepayment Consideration) due
to Lender in respect of the Loan under the Note, this Agreement, the Mortgage or
any other Loan Document.

          "DEBT SERVICE" shall mean, with respect to any particular period of
time, scheduled interest payments under the Note.

          "DEBT SERVICE COVERAGE RATIO" shall mean a ratio for the applicable
period in which:

          (a)   the numerator is the Net Operating Income (excluding interest on
credit accounts) for such period as set forth in the statements required
hereunder, without deduction for (i) actual management fees incurred in
connection with the operation of the Property, (ii) amounts paid to the Reserve
Funds, less (A) management fees equal to the greater of (1) assumed management
fees of four and one-half percent (4.5%) of Gross Income from Operations or (2)
the actual management fees incurred, (B) assumed Replacement Reserve Fund
contributions equal to $0.15 per square foot of gross leaseable area at the
Property; and (C) assumed reserves for tenant improvements and leasing
commissions equal to $0.26 per square foot of gross leaseable area at the
Property; and

          (b)   the denominator is the aggregate amount of interest due and
payable on the Note for such applicable period.

          "DEFAULT" shall mean the occurrence of any event hereunder or under
any other Loan Document which, but for the giving of notice or passage of time,
or both, would be an Event of Default.

          "DEFAULT RATE" shall mean, with respect to the Loan, a rate per annum
equal to the lesser of (a) the maximum rate permitted by applicable law, or (b)
five percent (5%) above the Interest Rate.

          "DISCLOSURE DOCUMENT" shall have the meaning set forth in Section 9.2
hereof.

          "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account from
all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or
trust company which complies with the definition of Eligible Institution or (b)
a segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R. Section
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority. An Eligible Account will not be evidenced by a certificate of
deposit, passbook or other instrument.

          "ELIGIBLE INSTITUTION" shall mean a depository institution or trust
company insured by the Federal Deposit Insurance Corporation the short term
unsecured debt obligations or commercial paper of which are rated at least A-1
by Standard & Poor's Ratings Services, P-1

                                        3


by Moody's Investors Service, Inc., and F-1+ by Fitch, Inc. in the case of
accounts in which funds are held for 30 days or less (or, in the case of
accounts in which funds are held for more than 30 days, the long term unsecured
debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa" by
Moody's).

          "ENVIRONMENTAL INDEMNITY" shall mean that certain Environmental
Indemnity Agreement executed by Borrower in connection with the Loan for the
benefit of Lender, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "EVENT OF DEFAULT" shall have the meaning set forth in Section 8.1(a)
hereof.

          "EXCHANGE ACT" shall have the meaning set forth in Section 9.2 hereof.

          "FISCAL YEAR" shall mean each twelve (12) month period commencing on
January 1 and ending on December 31 during each year of the term of the Loan.

          "GENERAL PARTNER" shall mean Inland Plano Investments, LLC, a Delaware
limited liability company.

          "GOVERNMENTAL AUTHORITY" shall mean any court, board, agency,
commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.

          "GROSS INCOME FROM OPERATIONS" shall mean all sustainable income as
reported on the financial statements delivered by the Borrower in accordance
with this Agreement, computed in accordance with accounting principles
reasonably acceptable to Lender, consistently applied, derived from the
ownership and operation of the Property from whatever source, INCLUDING, but not
limited to, (i) Rents from Tenants that are in occupancy, open for business and
paying unabated Rent, (ii) utility charges, (iii) escalations, (iv)
intentionally omitted; (v) service fees or charges, (vi) license fees, (vii)
parking fees, and (viii) other required pass-throughs but EXCLUDING (i) Rents
from Tenants that are subject to any bankruptcy proceeding (unless such Tenant
has affirmed its Lease or Inland Retail Real Estate Trust, Inc. has master
leased such Tenant's premises for full contract rent for a period not less than
three years, and the net worth of Inland Retail Real Estate Trust, Inc. (as
determined by Lender) is not less than such entity's net worth as of June 30,
2003), or are not in occupancy, open for business or paying unabated Rent, (ii)
sales, use and occupancy or other taxes on receipts required to be accounted for
by Borrower to any Governmental Authority, (iii) refunds and uncollectible
accounts, (iv) sales of furniture, fixtures and equipment, (v) Insurance
Proceeds (other than business interruption or other loss of income insurance),
(vi) Awards, (vii) unforfeited security deposits, (viii) utility and other
similar deposits and (ix) any disbursements to Borrower from the Reserve Funds.
Gross income shall not be diminished as a result of the Mortgage or the creation
of any intervening estate or interest in the Property or any part thereof.

                                        4


          "IMPROVEMENTS" shall have the meaning set forth in the granting clause
of the Mortgage with respect to the Property.

          "INDEBTEDNESS" of a Person, at a particular date, means the sum
(without duplication) at such date of (a) indebtedness or liability for borrowed
money; (b) obligations evidenced by bonds, debentures, notes, or other similar
instruments; (c) obligations for the deferred purchase price of property or
services (including trade obligations); (d) obligations under letters of credit;
(e) obligations under acceptance facilities; (f) all guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds, to invest in any Person or entity, or otherwise to assure a
creditor against loss; and (g) obligations secured by any Liens, whether or not
the obligations have been assumed.

          "INDEMNITOR" shall mean Inland Real Estate Investment Corporation, a
Delaware corporation, or any successor permitted hereunder.

          "INDEMNITY AGREEMENT" shall mean that certain Indemnity Agreement
dated as of the date hereof by Borrower and Indemnitor in favor of Lender.

          "INLAND RETAIL REAL ESTATE TRUST, INC." shall mean Inland Retail Real
Estate Trust, Inc., a Maryland corporation.

          "INLAND WESTERN RETAIL REAL ESTATE TRUST, INC." shall mean Inland
Western Retail Real Estate Trust, Inc., a Maryland corporation.

          "INSURANCE PREMIUMS" shall have the meaning set forth in Section
6.1(b) hereof.

          "INSURANCE PROCEEDS" shall have the meaning set forth in Section
6.4(b) hereof.

          "INTEREST RATE" shall mean four and seventy-one hundredths percent
(4.71%) per annum.

          "LEASE" shall mean any lease, sublease or subsublease, letting,
license, concession or other agreement (whether written or oral and whether now
or hereafter in effect) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Property of Borrower, and every modification, amendment or other agreement
relating to such lease, sublease, subsublease, or other agreement entered into
in connection with such lease, sublease, subsublease, or other agreement and
every guarantee of the performance and observance of the covenants, conditions
and agreements to be performed and observed by the other party thereto.

          "LEGAL REQUIREMENTS" shall mean, with respect to the Property, all
federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations, ordinances, judgments, decrees and injunctions of
Governmental Authorities affecting the Property or any part thereof, or the
construction, use, alteration or operation thereof, or any part thereof, whether
now or hereafter enacted and in force, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments, either of record or
known to Borrower, at any time in force

                                        5


affecting the Property or any part thereof, including, without limitation, any
which may (a) require repairs, modifications or alterations in or to the
Property or any part thereof, or (b) in any way limit the use and enjoyment
thereof.

          "LENDER" shall mean Bear Steams Commercial Mortgage, Inc., together
with its successors and assigns.

          "LICENSES" shall have the meaning set forth in Section 4.1.22 hereof.

          "LIEN" shall mean, with respect to the Property, any mortgage, deed of
trust, deed to secure debt, lien, pledge, hypothecation, assignment, security
interest, or any other encumbrance, charge or transfer of, on or affecting
Borrower, the Property, any portion thereof or any interest therein, including,
without limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, the filing of any financing statement, and mechanic's, materialmen's
and other similar liens and encumbrances.

          "LOAN" shall mean the loan made by Lender to Borrower pursuant to this
Agreement.

          "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Note,
the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity,
the Assignment of Management Agreement, the Indemnity Agreement and all other
documents executed and/or delivered in connection with the Loan.

          "MANAGEMENT AGREEMENT" shall mean, with respect to the Property, the
management agreement entered into by and between Borrower and the Manager,
pursuant to which the Manager is to provide management and other services with
respect to the Property.

          "MANAGER" shall mean Mid-America Management Corp., a Delaware
corporation, or another Qualifying Manager permitted hereunder.

          "MATURITY DATE" shall mean November 1, 2008, or such other date on
which the final payment of principal of the Note becomes due and payable as
therein or herein provided, whether at such stated maturity date, by declaration
of acceleration, or otherwise.

          "MAXIMUM LEGAL RATE" shall mean the maximum nonusurious interest rate,
if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Note and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

          "MONTHLY DEBT SERVICE PAYMENT AMOUNT" shall mean an amount equal to
$51,523.48.

          "MORTGAGE" shall mean, with respect to the Property, that certain
first priority Deed of Trust and Security Agreement, dated the date hereof,
executed and delivered by

                                        6


Borrower as security for the Loan and encumbering the Property, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.

          "NET CASH FLOW" for any period shall mean the amount obtained by
subtracting Operating Expenses and Capital Expenditures for such period from
Gross Income from Operations for such period.

          "NET CASH FLOW AFTER DEBT SERVICE" for any period shall mean the
amount obtained by subtracting Debt Service for such period from Net Cash Flow
for such period.

          "NET CASH FLOW SCHEDULE" shall have the meaning set forth in Section
5.1.11(b) hereof.

          "NET OPERATING INCOME" shall mean the amount obtained by subtracting
from Gross Income from Operations (i) Operating Expenses, and (ii) a vacancy
allowance equal to the greater of (x) market vacancy (as reasonably determined
by Lender), less actual vacancy, and (y) underwritten vacancy of 4.08%, less
actual vacancy. Notwithstanding the foregoing, if actual vacancy exceeds market
vacancy and underwritten vacancy, then there shall be no adjustment for a
vacancy allowance.

          "NET PROCEEDS" shall have the meaning set forth in Section 6.4(b)
hereof.

          "NET PROCEEDS PREPAYMENT" shall have the meaning set forth in Section
6.4(e) hereof.

          "NET PROCEEDS DEFICIENCY" shall have the meaning set forth in Section
6.4(b)(vi) hereof.

          "NOTE" shall mean that certain Promissory Note of even date herewith
in the principal amount of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND
and NO/100 Dollars ($13,127,000.00), made by Borrower in favor of Lender, as the
same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.

          "OFFICERS' CERTIFICATE" shall mean a certificate delivered to Lender
by Borrower which is signed by the sole member of Borrower's general partner.

          "OPERATING EXPENSES" shall mean the total of all expenditures,
computed in accordance with accounting principles reasonably acceptable to
Lender, consistently applied, of whatever kind relating to the operation,
maintenance and management of the Property that are incurred on a regular
monthly or other periodic basis, including without limitation, utilities,
ordinary repairs and maintenance, insurance, license fees, property taxes and
assessments, advertising expenses, management fees, payroll and related taxes,
computer processing charges, operational equipment or other lease payments as
approved by Lender, and other similar costs, but excluding depreciation, Debt
Service, Capital Expenditures and contributions to the Reserve Funds.

          "OTHER CHARGES" shall mean all ground rents, maintenance charges,
impositions other than Taxes, and any other charges, including, without
limitation, vault charges and license

                                        7


fees for the use of vaults, chutes and similar areas adjoining the Property, now
or hereafter levied or assessed or imposed against the Property or any part
thereof.

          "OTHER CONTRACT FUNDS" shall mean any payment due to Borrower under
any of the agreements described on SCHEDULE X.

          "OUT PARCEL" shall have the meaning set forth in Section 2.7 hereof.

          "OUT PARCEL RELEASE CONDITIONS" shall have the meaning set forth in
Section 2.7 hereof

          "PAYMENT DATE" shall mean the first (1st) day of each calendar month
during the term of the Loan or, if such day is not a Business Day, the
immediately succeeding Business Day.

          "PERMITTED ENCUMBRANCES" shall mean, with respect to the Property,
collectively, (a) the Liens and security interests created by the Loan
Documents, (b) all Liens, encumbrances and other matters disclosed in the Title
Insurance Policy relating to the Property or any part thereof, (c) Liens, if
any, for Taxes imposed by any Governmental Authority not yet due or delinquent,
and (d) such other title and survey exceptions as Lender has approved or may
approve in writing in Lender's reasonable discretion, which Permitted
Encumbrances in the aggregate do not materially adversely affect the value or
use of the Property or Borrower's ability to repay the Loan.

          "PERMITTED INVESTMENTS" shall mean any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
including those issued by Servicer, the trustee under any Securitization or any
of their respective Affiliates, payable on demand or having a maturity date not
later than the Business Day immediately prior to the first Payment Date
following the date of acquiring such investment and meeting one of the
appropriate standards set forth below:

          (i)     obligations of, or obligations fully guaranteed as to payment
     of principal and interest by, the United States or any agency or
     instrumentality thereof provided such obligations are backed by the full
     faith and credit of the United States of America including, without
     limitation, obligations of: the U.S. Treasury (all direct or fully
     guaranteed obligations), the Farmers Home Administration (certificates of
     beneficial ownership), the General Services Administration (participation
     certificates), the U.S. Maritime Administration (guaranteed Title XI
     financing), the Small Business Administration (guaranteed participation
     certificates and guaranteed pool certificates), the U.S. Department of
     Housing and Urban Development (local authority bonds) and the Washington
     Metropolitan Area Transit Authority (guaranteed transit bonds); PROVIDED,
     HOWEVER, that the investments described in this clause must (A) have a
     predetermined fixed dollar of principal due at maturity that cannot vary or
     change, (B) if rated by S&P, must not have an "r" highlighter affixed to
     their rating, (C) if such investments have a variable rate of interest,
     such interest rate must be tied to a single interest rate index plus a
     fixed spread (if any) and must move proportionately with that index, and
     (D) such investments must not be subject to liquidation prior to their
     maturity;

                                        8


          (ii)     Federal Housing Administration debentures;

          (iii)    obligations of the following United States government
     sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
     the Farm Credit System (consolidated systemwide bonds and notes ), the
     Federal Home Loan Banks (consolidated debt obligations), the Federal
     National Mortgage Association (debt obligations), the Student Loan
     Marketing Association (debt obligations), the Financing Corp. (debt
     obligations), and the Resolution Funding Corp. (debt obligations);
     PROVIDED, HOWEVER, that the investments described in this clause must (A)
     have a predetermined fixed dollar of principal due at maturity that cannot
     vary or change, (B) if rated by S&P, must not have an "r" highlighter
     affixed to their rating, (C) if such investments have a variable rate of
     interest, such interest rate must be tied to a single interest rate index
     plus a fixed spread (if any) and must move proportionately with that index,
     and (D) such investments must not be subject to liquidation prior to their
     maturity;

          (iv)     federal funds, unsecured certificates of deposit, time
     deposits, bankers' acceptances and repurchase agreements with maturities of
     not more than 365 days of any bank, the short term obligations of which at
     all times are rated in the highest short term rating category by each
     Rating Agency (or, if not rated by all Rating Agencies, rated by at least
     one Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (v)      fully Federal Deposit Insurance Corporation-insured demand
     and time deposits in, or certificates of deposit of, or bankers'
     acceptances issued by, any bank or trust company, savings and loan
     association or savings bank, the short term obligations of which at all
     times are rated in the highest short term rating category by each Rating
     Agency (or, if not rated by all Rating Agencies, rated by at least one
     Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

                                        9


          (vi)     debt obligations with maturities of not more than 365 days
     and at all times rated by each Rating Agency (or, if not rated by all
     Rating Agencies, rated by at least one Rating Agency and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities) in its highest long-term unsecured
     rating category; PROVIDED, HOWEVER, that the investments described in this
     clause must (A) have a predetermined fixed dollar of principal due at
     maturity that cannot vary or change, (B) if rated by S&P, must not have an
     "r" highlighter affixed to their rating, (C) if such investments have a
     variable rate of interest, such interest rate must be tied to a single
     interest rate index plus a fixed spread (if any) and must move
     proportionately with that index, and (D) such investments must not be
     subject to liquidation prior to their maturity;

          (vii)    commercial paper (including both non-interest-bearing
     discount obligations and interest-bearing obligations payable on demand or
     on a specified date not more than one year after the date of issuance
     thereof) with maturities of not more than 365 days and that at all times is
     rated by each Rating Agency (or, if not rated by all Rating Agencies, rated
     by at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) in its
     highest short-term unsecured debt rating; PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (viii)   units of taxable money market funds, which funds are
     regulated investment companies, seek to maintain a constant net asset value
     per share and invest solely in obligations backed by the full faith and
     credit of the United States, which funds have the highest rating available
     from each Rating Agency (or, if not rated by all Rating Agencies, rated by
     at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) for money
     market funds; and

          (ix)     any other security, obligation or investment which has been
     approved as a Permitted Investment in writing by (a) Lender and (b) each
     Rating Agency, as evidenced by a written confirmation that the designation
     of such security, obligation or investment as a Permitted Investment will
     not, in and of itself, result in a downgrade, qualification or withdrawal
     of the initial, or, if higher, then current ratings assigned to the
     Securities by such Rating Agency;

PROVIDED, HOWEVER, that no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a right to receive only
interest payments or (B) the right to receive principal and interest payments on
such obligation or security are derived from an

                                       10


underlying investment that provides a yield to maturity in excess of 120% of the
yield to maturity at par of such underlying investment.

          "PERMITTED PREPAYMENT DATE" shall mean the date that is three (3)
years from the Closing Date.

          "PERSON" shall mean any individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

          "PERSONAL PROPERTY" shall have the meaning set forth in the granting
clause of the Mortgage with respect to the Property.

          "PHYSICAL CONDITIONS REPORT" shall mean, with respect to the Property,
a report prepared by a company satisfactory to Lender regarding the physical
condition of the Property, satisfactory in form and substance to Lender in its
sole discretion, which report shall, among other things, (a) confirm that the
Property and its use complies, in all material respects, with all applicable
Legal Requirements (including, without limitation, zoning, subdivision and
building laws) and (b) include a copy of a final certificate of occupancy with
respect to all Improvements on the Property.

          "POLICIES" shall have the meaning specified in Section 6.1(b) hereof.

          "PREPAYMENT CONSIDERATION" shall have the meaning set forth in Section
2.3.1.

          "PREPAYMENT RATE" shall mean the bond equivalent yield (in the
secondary market) on the United States Treasury Security that as of the
Prepayment Rate Determination Date has a remaining term to maturity closest to,
but not exceeding, the remaining term to the Maturity Date, as most recently
published in the "Treasury Bonds, Notes and Bills" section in The Wall Street
Journal as of the date of the related tender of the payment. If more than one
issue of United States Treasury Securities has the remaining term to the
Maturity Date referred to above, the "Prepayment Rate" shall be the yield on the
United States Treasury Security most recently issued as of such date. If the
publication of the Prepayment Rate in The Wall Street Journal is discontinued,
Lender shall determine the Prepayment Rate on the basis of "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication, published by
the Board of Governors of the Federal Reserve System, or on the basis of such
other publication or statistical guide as Lender may reasonably select.

          "PREPAYMENT RATE DETERMINATION DATE" shall mean the date which is five
(5) Business Days prior to the prepayment date.

          "PROPERTY" shall mean the parcel of real property, the Improvements
thereon and all personal property owned by Borrower and encumbered by the
Mortgage, together with all rights pertaining to such property and Improvements,
as more particularly described in the Granting Clauses of the Mortgage and
referred to therein as the "Property".

                                       11


          "PROVIDED INFORMATION" shall have the meaning set forth in Section
9.1(a) hereof.

          "REMAINING PROPERTY" shall have the meaning set forth on SCHEDULE V
hereof.

          "QUALIFYING ENTITY" shall have the meaning set forth in Section
5.2.13(b) hereof.

          "QUALIFYING MANAGER" shall mean either (a) a reputable and experienced
management organization reasonably satisfactory to Lender, which organization or
its principals possess at least ten (10) years experience in managing properties
similar in size, scope and value of the Property and which, on the date Lender
determines whether such management organization is a Qualifying Manager, manages
at least one million square feet of retail space, provided that Borrower shall
have obtained prior written confirmation from the Rating Agency that management
of the Property by such entity will not cause a downgrading, withdrawal or
qualification of the then current rating of the securities issued pursuant to
the Securitization, or (b) the fee owner of the Property, provided that such
owner possesses experience in managing and operating properties similar in size,
scope and value of the Property, or (c) an organization whose principal business
is the management of properties for Inland Western Real Estate Trust, Inc. and
which organization or its principals possess at least ten (10) years experience
in managing properties similar in size, scope and value to the Property. Lender
acknowledges that on the date hereof Mid-America Management Corp. shall be
deemed to be a Qualifying Manager.

          "RATING AGENCIES" shall mean each of Standard & Poor's Ratings
Services, a division of McGraw-Hill, Inc., Moody's Investors Services, Inc. and
Fitch, Inc., or any other nationally-recognized statistical rating agency which
has been approved by Lender.

          "RATING SURVEILLANCE CHARGE" shall have the meaning set forth in
Section 9.3 hereof.

          "RELEASE EXPENSES" shall have the meaning set forth on SCHEDULE V
hereof.

          "RELEVANT LEASING THRESHOLD" shall mean, any Lease for an amount of
leaseable square footage equal to or greater than 10,000 square feet.

          "RELEVANT RESTORATION THRESHOLD" shall mean Three Hundred Fifty
Thousand and No/100 dollars ($350,000.00).

          "REMIC TRUST" shall mean a "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code that holds the Note.

          "RENTS" shall mean, with respect to the Property, all rents, rent
equivalents, moneys payable as damages or in lieu of rent or rent equivalents,
royalties (including, without limitation, all oil and gas or other mineral
royalties and bonuses), income, receivables, receipts, revenues, deposits
(including, without limitation, security, utility and other deposits), accounts,
cash, issues, profits, charges for services rendered, and other consideration of
whatever form or nature received by or paid to or for the account of or benefit
of Borrower or its agents or employees from any and all sources arising from or
attributable to the Property, and proceeds, if

                                       12


any, from business interruption or other loss of income insurance, including the
Other Contract Funds.

          "REPLACEMENT RESERVE ACCOUNT" shall have the meaning set forth in
Section 7.3.1 hereof.

          "REPLACEMENT RESERVE FUND" shall have the meaning set forth in Section
7.3.1 hereof.

          "REPLACEMENT RESERVE MONTHLY DEPOSIT" shall have the meaning set forth
in Section 7.3.1 hereof.

          "REPLACEMENTS" shall have the meaning set forth in Section 7.3.1 (a)
hereof.

          "REQUIRED REPAIR ACCOUNT" shall have the meaning set forth in Section
7.1.1 hereof.

          "REQUIRED REPAIR FUND" shall have the meaning set forth in Section
7.1.1 hereof.

          "REQUIRED REPAIRS" shall have the meaning set forth in Section 7.1.1
hereof.

          "RESERVE FUNDS" shall mean the Tax and Insurance Escrow Fund, the
Replacement Reserve Fund, the Required Repair Fund (if any), or any other escrow
fund established by the Loan Documents.

          "RESTORATION" shall have the meaning set forth in Section 6.2 hereof.

          "SECURITIES" shall have the meaning set forth in Section 9.1 hereof.

          "SECURITIES ACT" shall have the meaning set forth in Section 9.2
hereof.

          "SECURITIZATION" shall have the meaning set forth in Section 9.1
hereof.

          "SERVICER" shall have the meaning set forth in Section 9.6 hereof.

          "SERVICING AGREEMENT" shall have the meaning set forth in Section 9.6
hereof.

          "SEVERED LOAN DOCUMENTS" shall have the meaning set forth in Section
8.2(c) hereof.

          "SEVERING DOCUMENTATION" shall have the meaning set forth in Section
9.7 hereof.

          "SPECIAL PURPOSE ENTITY" means a corporation, limited partnership,
limited liability company, or business trust which at all times on and after the
date hereof:

          (i)      is organized solely for the purpose of (A) acquiring,
     developing, owning, holding, selling, leasing, transferring, exchanging,
     managing and operating the Property,

                                       13


     entering into this Agreement with the Lender, refinancing the Property in
     connection with a permitted repayment of the Loan, and transacting lawful
     business that is incident, necessary and appropriate to accomplish the
     foregoing; or (B) acting as a general partner of the limited partnership
     that owns the Property, a member of the limited liability company that owns
     the Property or the beneficiary or trustee of a business trust that owns
     the Property;

          (ii)     is not engaged and will not engage in any business unrelated
     to (A) the acquisition, development, ownership, management or operation of
     the Property, (B) acting as general partner of the limited partnership that
     owns the Property, (C) acting as a member of the limited liability company
     that owns the Property, or (D) acting as the beneficiary or trustee of a
     business trust that owns the Property, as applicable;

          (iii)    does not have and will not have any assets other than those
     related to the Property or its partnership interest in the limited
     partnership, the member interest in the limited liability company or the
     beneficial interest in the business trust that owns the Property or acts as
     the general partner, managing member or beneficiary or trustee thereof, as
     applicable;

          (iv)     has not engaged, sought or consented to and will not engage
     in, seek or consent to any dissolution, winding up, liquidation,
     consolidation, merger, sale of all or substantially all of its assets,
     transfer of partnership, membership or beneficial or trustee interests (if
     such entity is a general partner in a limited partnership, a member in a
     limited liability company or a beneficiary of a Delaware trust) or
     amendment of its limited partnership agreement, articles of incorporation,
     articles of organization, certificate of formation, operating agreement or
     trust formation and governance documents (as applicable) with respect to
     the matters set forth in this definition;

          (v)      if such entity is a limited partnership, has as its only
     general partners, Special Purpose Entities that are corporations, limited
     partnerships or limited liability companies;

          (vi)     intentionally omitted;

          (vii)    if such entity is a limited liability company and such
     limited liability company has more than one member, such limited liability
     company has as its manager a Special Purpose Entity that is a corporation
     and that owns at least 1.0% (one percent) of the equity of the limited
     liability company;

          (viii)   if such entity is a limited liability company and such
     limited liability company has only one member, such limited liability
     company (a) has been formed under Delaware law, and (b) has either a
     corporation or other person or entity that shall become a member of the
     limited liability company upon the dissolution or disassociation of the
     member of the limited liability company upon the dissolution or
     disassociation of the member;

          (ix)     if such entity is (a) a limited liability company, has
     articles of organization, a certificate of formation and/or an operating
     agreement, as applicable, (b) a

                                       14


     limited partnership, has a limited partnership agreement, (c) a
     corporation, has a certificate of incorporation or articles, or (d) a
     business trust, has organizational documents that, in each case, provide
     that such entity will not: (1) dissolve, merge, liquidate, consolidate; (2)
     except as permitted herein, sell all or substantially all of its assets or
     the assets of the Borrower (as applicable) except as permitted herein; (3)
     engage in any other business activity, or amend its organizational
     documents with respect to the matters set forth in this definition without
     the consent of the Lender; or (4) without the affirmative vote of all other
     directors of the corporation (that is such entity or the general partner or
     managing or co-managing member or manager of such entity), file a
     bankruptcy or insolvency petition or otherwise institute insolvency
     proceedings with respect to itself or to any other entity in which it has a
     direct or indirect legal or beneficial ownership interest;

          (x)      has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except in the ordinary course of
     its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party;

          (xi)     is solvent and pays its debts and liabilities (including, as
     applicable, shared personnel and overhead expenses) from its assets as the
     same become due, and is maintaining adequate capital for the normal
     obligations reasonably foreseeable in a business of its size and character
     and in light of its contemplated business operations;

          (xii)    has not failed and will not fail to correct any known
     misunderstanding regarding the separate identity of such entity;

          (xiii)   will file its own tax returns; PROVIDED, however, that
     Borrower's assets and income may be included in a consolidated tax return
     of its parent companies if inclusion on such consolidated tax return is in
     compliance with applicable law;

          (xiv)    has maintained and will maintain its own resolutions and
     agreements;

          (xv)     (a) has not commingled and will not commingle its funds or
     assets with those of any other Person and (b) has not participated and will
     not participate in any cash management system with any other Person, except
     with respect to a custodial account maintained by the Manager on behalf of
     Affiliates of Borrower and, with respect to funds in such custodial
     account, has separately accounted, and will continue to separately account
     for, each item of income and expense applicable to the Property and
     Borrower;

          (xvi)    has held and will hold its assets in its own name;

          (xvii)   has conducted and will conduct its business in its name or in
     a name franchised or licensed to it by an entity other than an Affiliate of
     Borrower;

          (xviii)  has maintained and will maintain its balance sheets,
     operating statements and other entity documents separate from any other
     Person and has not permitted and will not permit its assets to be listed as
     assets on the financial statement of any other entity

                                       15


     except as required or permitted by applicable accounting principles
     acceptable to Lender, consistently applied; PROVIDED, HOWEVER, that (i) any
     such consolidated financial statement shall contain a note indicating that
     it maintains separate balance sheets and operating statements for the
     Borrower and the Property, or (ii) if such Person is controlled by Inland
     Western Retail Real Estate Trust, Inc., then such Person may be included in
     the consolidated financial statement of Inland Western Retail Real Estate
     Trust, Inc., provided such consolidated financial statement contains a note
     indicating that it maintains separate financial records for each Person
     controlled by Inland Western Retail Real Estate Trust, Inc.;

          (xix)    has a sufficient number of employees in light of its
     contemplated business operations, which may be none;

          (xx)     has observed and will observe all partnership, corporate,
     limited liability company or business trust formalities, as applicable;

          (xxi)    has and will have no Indebtedness (including loans (whether
     or not such loans are evidenced by a written agreement) between Borrower
     and any Affiliates of Borrower and relating to the management of funds in
     the custodial account maintained by the Manager) other than (i) the Loan,
     (ii) liabilities incurred in the ordinary course of business relating to
     the ownership and operation of the Property and the routine administration
     of Borrower, which liabilities are not more than sixty (60) days past the
     date incurred (unless disputed in accordance with applicable law), are not
     evidenced by a note and are paid when due, and which amounts are normal and
     reasonable under the circumstances, and (iii) such other liabilities that
     are permitted pursuant to this Agreement;

          (xxii)   has not and will not assume or guarantee or become obligated
     for the debts of any other Person or hold out its credit as being available
     to satisfy the obligations of any other Person except as permitted pursuant
     to this Agreement;

          (xxiii)  has not and will not acquire obligations or securities of its
     partners, members, beneficiaries or shareholders or any other Affiliate;

          (xxiv)   has allocated and will allocate fairly and reasonably any
     overhead expenses that are shared with any Affiliate, including, but not
     limited to, paying for shared office space and services performed by any
     employee of an affiliate;

          (xxv)    has not maintained or used, and will not maintain or use,
     invoices and checks bearing the name of any other Person, PROVIDED,
     HOWEVER, that Manager, on behalf of such Person, may maintain and use
     invoices and checks bearing Manager's name;

          (xxvi)   has not pledged and will not pledge its assets for the
     benefit of any other Person except as permitted or required pursuant to
     this Agreement;

          (xxvii)  has held itself out and identified itself and will hold
     itself out and identify itself as a separate and distinct entity under its
     own name or in a name franchised or licensed to it by an entity other than
     an Affiliate of Borrower and not as a division or part

                                       16


     of any other Person, except for services rendered by Manager under the
     Management Agreement, so long as Manager holds itself out as an agent of
     the Borrower;

          (xxviii) has maintained and will maintain its assets in such a manner
     that it will not be costly or difficult to segregate, ascertain or identify
     its individual assets from those of any other Person;

          (xxix)   has not made and will not make loans to any Person or hold
     evidence of indebtedness issued by any other person or entity (other than
     cash and investment-grade securities issued by an entity that is not an
     Affiliate of or subject to common ownership with such entity);

          (xxx)    has not identified and will not identify its partners,
     members, beneficiaries or shareholders, or any Affiliate of any of them, as
     a division or part of it, and has not identified itself and shall not
     identify itself as a division of any other Person;

          (xxxi)   has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except (A) in the ordinary course
     of its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party and (B)
     in connection with this Agreement;

          (xxxii)  does not and will not have any of its obligations guaranteed
     by any Affiliate except as otherwise required in the Loan Documents; and

          (xxxiii) has complied and will comply with all of the terms and
     provisions contained in its organizational documents. The statement of
     facts contained in its organizational documents are true and correct and
     will remain true and correct.

          "STATE" shall mean, with respect to the Property, the State or
Commonwealth in which the Property or any part thereof is located.

          "SURVEY" shall mean a survey of the Property in question prepared by a
surveyor licensed in the State and satisfactory to Lender and the company or
companies issuing the Title Insurance Policy, and containing a certification of
such surveyor satisfactory to Lender.

          "TAX AND INSURANCE ESCROW FUND" shall have the meaning set forth in
Section 7.2 hereof regardless of whether the funds held therein are held by
Lender for the payment of Taxes or Insurance Premiums or both.

          "TAXES" shall mean all real estate and personal property taxes,
assessments, water rates or sewer rents, now or hereafter levied or assessed or
imposed against the Property or any part thereof.

          "TERRORISM INSURANCE GUARANTOR" shall have the meaning set forth in
Section 6.1 hereof.

                                       17


          "TITLE INSURANCE POLICY" shall mean, with respect to the Property, an
ALTA mortgagee title insurance policy in the form (acceptable to Lender) (or, if
the Property is in a State which does not permit the issuance of such ALTA
policy, such form as shall be permitted in such State and acceptable to Lender)
issued with respect to the Property and insuring the lien of the Mortgage
encumbering the Property.

          "TRANSFEREE" shall have the meaning set forth in Section 5.2.13
hereof.

          "UCC" or "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial
Code as in effect in the applicable State in which the Property is located.

          "U.S. OBLIGATIONS" shall mean direct non-callable obligations of the
United States of America as defined in Section 2(a)(16) of the Investment
Company Act as amended (15 USC 80a-1) stated in REMIC Section 1.86 OG-2(a)(8).

          Section 1.2   PRINCIPLES OF CONSTRUCTION. All references to sections
and schedules are to sections and schedules in or to this Agreement unless
otherwise specified. All uses of the word "including" shall mean "including,
without limitation" unless the context shall indicate otherwise. Unless
otherwise specified, the words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. Unless otherwise
specified, all meanings attributed to defined terms herein shall be equally
applicable to both the singular and plural forms of the terms so defined.

                                   ARTICLE II

                                  GENERAL TERMS

          Section 2.1   LOAN COMMITMENT; DISBURSEMENT TO BORROWER.

          2.1.1    THE LOAN. Subject to and upon the terms and conditions set
forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept
the Loan on the Closing Date.

          2.1.2    DISBURSEMENT TO BORROWER. Borrower may request and receive
only one borrowing hereunder in respect of the Loan and any amount borrowed and
repaid hereunder in respect of the Loan may not be reborrowed.

          2.1.3    THE NOTE, MORTGAGE AND LOAN DOCUMENTS. The Loan shall be
evidenced by the Note and secured by the Mortgage, the Assignment of Leases and
the other Loan Documents.

          2.1.4    USE OF PROCEEDS. Borrower shall use the proceeds of the Loan
to (a) repay and discharge any existing loans relating to the Property, (b) pay
all past-due Basic Carrying Costs, if any, in respect of the Property, (c) make
deposits into the Reserve Funds on the Closing Date in the amounts provided
herein, (d) pay costs and expenses incurred in connection with the closing of
the Loan, as approved by Lender, (e) fund any working capital requirements of
the Property, and (f) distribute the balance, if any, to Borrower.

                                       18


          Section 2.2   INTEREST; LOAN PAYMENTS; LATE PAYMENT CHARGE.

          2.2.1    INTEREST GENERALLY. Interest on the outstanding principal
balance of the Loan shall accrue from the Closing Date to but excluding the
Maturity Date at the Interest Rate.

          2.2.2    INTEREST CALCULATION. Interest on the outstanding principal
balance of the Loan shall be calculated on the basis of a three hundred sixty
(360) day year comprised of twelve (12) months of thirty (30) days each, except
that interest due and payable for a period of less than a full month shall be
calculated by multiplying the actual number of days elapsed in the period for
which the calculation is being made by a daily rate based on a three hundred
sixty (360) day year.

          2.2.3    PAYMENTS GENERALLY. Borrower shall pay to Lender (a) on the
Closing Date, an amount equal to interest only on the outstanding principal
balance of the Loan from the Closing Date up to but not including the first
Payment Date following the Closing Date, and (b) on December 1, 2003 and each
Payment Date thereafter up to but not including the Maturity Date, an amount
equal to the interest on the outstanding principal amount of the Loan for the
prior calendar month, calculated as set forth herein, which payments shall be
applied to accrued and unpaid interest at the Interest Rate.

          2.2.4    INTENTIONALLY DELETED.

          2.2.5    PAYMENT ON MATURITY DATE. Borrower shall pay to Lender on the
Maturity Date the outstanding principal balance of the Loan, all accrued and
unpaid interest and all other amounts due hereunder and under the Note, the
Mortgage and other the Loan Documents.

          2.2.6    PAYMENTS AFTER DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan, shall accrue at the Default Rate,
calculated from the date such payment was due without regard to any grace or
cure periods contained herein. Interest at the Default Rate shall be computed
from the occurrence of the Event of Default until the actual receipt and
collection of the Debt (or that portion thereof that is then due). To the extent
permitted by applicable law, interest at the Default Rate shall be added to the
Debt, shall itself accrue interest at the same rate as the Loan and shall be
secured by the Mortgage. This paragraph shall not be construed as an agreement
or privilege to extend the date of the payment of the Debt, nor as a waiver of
any other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default and Lender retains its rights under the Note and this Agreement
to accelerate and to continue to demand payment of the Debt upon the happening
and continuance of any Event of Default.

          2.2.7    LATE PAYMENT CHARGE. If any principal, interest or any other
sums due under the Loan Documents is not paid by Borrower on or prior to the
date on which it is due, Borrower shall pay to Lender upon demand an amount
equal to the lesser of five percent (5%) of such unpaid sum or the maximum
amount permitted by applicable law in order to defray the expense incurred by
Lender in handling and processing such delinquent payment and to compensate
Lender for the loss of the use of such delinquent payment. Any such amount shall
be secured by the Mortgage and the other Loan Documents to the extent permitted
by applicable

                                       19


law. The foregoing late payment charge shall not apply to the payment of all
outstanding principal, interest and other sums due on the Maturity Date.

          2.2.8    USURY SAVINGS.

     Notwithstanding anything to the contrary contained in this Agreement, the
Note, the Mortgage, or any of the other Loan Documents, neither the Applicable
Interest Rate nor the Default Rate shall at any time exceed the Maximum Rate.
The term "Maximum Rate," as used herein, shall mean, on any day, the highest
nonusurious rate of interest (if any) permitted by applicable law on such day.
For purposes of Chapter 303 of the Texas Finance Code, as it may from time to
time be amended, the Maximum Rate shall be the "weekly ceiling" as defined in
Section 303.002 of said Code and as computed in accordance with Section 303.003
of said Code, from time to time in effect; provided, however, that to the extent
permitted by applicable law, Lender reserves the right to change, from time to
time by further notice and disclosure to Borrower, the ceiling on which the
Maximum Rate is based under Chapter 303 of said Code; and, provided further,
that the "highest nonusurious rate of interest permitted by applicable law" for
purposes of this Agreement, the Note, the Mortgage or any of the other Loan
Documents shall not be limited to the applicable rate ceiling under Chapter 303
of said Code if federal laws or other state laws now or hereafter in effect and
applicable to this Agreement, the Note, the Mortgage or any of the other Loan
Documents (and the interest contracted for, charged and collected hereunder)
shall permit a higher rate of interest. In no event shall the Loan be considered
a revolving credit account as defined in Chapter 346 of the Texas Finance Code,
as may be hereafter amended or recodified.

     It is the intention of the parties hereto to comply with the usury laws of
the State of Texas and the United States of America. The parties hereto do not
intend to contract for, charge or receive any interest or other charge which is
usurious, and by execution of this Agreement, the Note, the Mortgage or any of
the other Loan Documents, Borrower agrees that Lender has no such intent. This
Agreement, the Note, the Mortgage, the other Loan Documents and all other
agreements between Borrower and Lender or any other holder hereof, which are now
existing or hereafter arising, whether written or oral, are hereby expressly
limited so that in no event whatsoever, whether by reason of acceleration of
maturity hereof, or otherwise, shall the amount paid, or agreed to be paid, to
Lender or any other holder hereof for the use, forbearance or detention of the
money to be due hereunder or otherwise, or for the payment or performance of any
covenant or obligation contained herein or in any other document evidencing,
securing or pertaining to the Debt, exceed the Maximum Rate. If from any
circumstance whatsoever fulfillment of any provisions hereof or other document,
at the time performance of such provisions shall be due, shall involve
transcending the valid limits prescribed by law, then ipso facto, the obligation
to be fulfilled shall be reduced to the Maximum Rate, and if from any such
circumstance Lender or any other holder shall ever receive as interest or
otherwise an amount which will exceed the Maximum Rate, such amount which would
be excessive interest shall be applied to the reduction of the principal amount
owing hereunder or on account of any other principal indebtedness of Borrower to
the holder and not to the payment of interest, or if such excessive interest
exceeds the unpaid balance of principal hereof and such other indebtedness, such
excess shall be refunded to Borrower. All sums paid and agreed to be paid to
Lender or any other holder for use, forbearance or detention of the indebtedness
of Borrower shall, to the extent

                                       20


permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the period until payment in full on the Note (or any renewals,
extensions and rearrangement thereof) so that the actual rate of interest on
account of the Debt is uniform throughout the term of the Note (and all
renewals, extensions and rearrangements hereof) and does not exceed the Maximum
Rate. The terms and provisions of this Article 2.2.8 shall control and supersede
any other provision of this Note or the other Loan Documents.

          Section 2.3   PREPAYMENTS.

          2.3.1    VOLUNTARY PREPAYMENTS.

          (a)      Except as otherwise provided herein, Borrower shall not have
the right to prepay the Loan in whole or in part prior to the Permitted
Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it
has given Lender prior written notice in accordance with the terms of this
Agreement, prepay the unpaid principal balance of the Loan in whole, but not in
part, by paying, together with the amount to be prepaid, (i) interest accrued
and unpaid on the outstanding principal balance of the Loan being prepaid to and
including the date of prepayment, (ii) unless prepayment is tendered on a
Payment Date, an amount equal to the interest that would have accrued on the
amount being prepaid after the date of prepayment through and including the next
Payment Date had the prepayment not been made (which amount shall constitute
additional consideration for the prepayment), (iii) all other sums then due
under this Agreement, the Note, the Mortgage and the other Loan Documents, and
(iv) a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the
greater of (A) one percent (1%) of the outstanding principal balance of the Loan
being prepaid or (B) the excess, if any, of (1) the sum of the present values of
all then-scheduled payments of principal and interest under this Agreement
including, but not limited to; principal and interest on the Maturity Date (with
each such payment discounted to its present value at the date of prepayment at
the rate which, when compounded monthly, is equivalent to the Prepayment Rate),
over (2) the outstanding principal amount of the Loan. Lender shall notify
Borrower of the amount and the basis of determination of the required prepayment
consideration.

          (b)      On the Payment Date that is one month prior to the Maturity
Date, and on each day thereafter through the Maturity Date, Borrower may, at its
option, prepay the Debt without payment of any Prepayment Consideration or other
penalty or premium; PROVIDED, HOWEVER, if such prepayment is not paid on a
regularly scheduled Payment Date, the Debt shall include interest that would
have accrued on such prepayment through and including the day immediately
preceding the Maturity Date. Borrower's right to prepay any portion of the
principal balance of the Loan shall be subject to (i) Borrower's submission of a
notice to Lender setting forth the amount to be prepaid and the projected date
of prepayment, which date shall be no less than thirty (30) days from the date
of such notice, and (ii) Borrower's actual payment to Lender of the amount to be
prepaid as set forth in such notice on the projected date set forth in such
notice or any day following such projected date occurring in the same calendar
month as such projected date.

          2.3.2    MANDATORY PREPAYMENTS.  (a)  On the next occurring Payment
Date following the date on which Borrower actually receives any Net Proceeds, if
Lender is not obligated to make such Net Proceeds available to Borrower pursuant
to this Agreement for the

                                       21


restoration of the Property, Borrower shall, at Lender's option, prepay the
outstanding principal balance of the Note in an amount equal to one hundred
percent (100%) of such Net Proceeds. No Prepayment Consideration or other
penalty or premium shall be due in connection with any prepayment made pursuant
to this Section 2.3.2. Any partial prepayment under this Section shall be
applied to the last payments of principal due under the Loan.

          (b)      On the date on which Borrower tenders a Casualty/Condemnation
Prepayment pursuant to Section 6.4(e) below, such tender shall include (a) all
accrued and unpaid interest and the principal indebtedness being prepaid,
including interest on the outstanding principal amount of the applicable Note
through the last day of the month within which such tender occurs, and (b) any
other sums due hereunder relating to the applicable Note. Except as set forth in
this Section 2.3.2(b), other than following an Event of Default, no Prepayment
Consideration or other penalty or premium shall be due in connection with any
Casualty/Condemnation Prepayment.

          2.3.3    PREPAYMENTS AFTER DEFAULT. Following an Event of Default, if
Borrower or anyone on Borrower's behalf makes a tender of payment of all or any
portion of the Debt at any time prior to a foreclosure sale (including a sale
under the power of sale under the Mortgage), or during any redemption period
after foreclosure, (i) the tender of payment shall constitute an evasion of
Borrower's obligation to pay any Prepayment Consideration due under this
Agreement and such payment shall, therefore, to the maximum extent permitted by
law, include a premium equal to the Prepayment Consideration that would have
been payable on the date of such tender had the Loan not been so accelerated, or
(ii) if at the time of such tender a prepayment of the principal amount of the
Loan would have been prohibited under this Agreement had the principal amount of
the Loan not been so accelerated, the tender of payment shall constitute an
evasion of such prepayment prohibition and shall, therefore, to the maximum
extent permitted by law, include an amount equal to the greater of (i) 1% of the
then principal amount of the Loan (or the relevant portion thereof being
prepaid) and (ii) an amount equal to the excess of (A) the sum of the present
values of a series of payments payable at the times and in the amounts equal to
the payments of principal and interest (including, but not limited to the
principal and interest payable on the Maturity Date) which would have been
scheduled to be payable after the date of such tender under this Agreement had
the Loan (or the relevant portion thereof) not been accelerated, with each such
payment discounted to its present value at the date of such tender at the rate
which when compounded monthly is equivalent to the Prepayment Rate, over (B) the
then principal amount of the Loan.

          Section 2.4   INTENTIONALLY OMITTED.

          Section 2.5   RELEASE OF PROPERTY. Except as set forth in this Section
2.5, no repayment or prepayment of all or any portion of the Note shall cause,
give rise to a right to require, or otherwise result in, the release of any Lien
of the Mortgage on the Property. If Borrower has elected to prepay the entire
amount of the Loan pursuant to Section 2.3.1 and the requirements of this
Section 2.5 have been satisfied, the Property shall be released from the Lien of
the Mortgage.

          2.5.1    RELEASE ON PAYMENT IN FULL. Lender shall, upon the written
request and at the expense of Borrower, upon payment in full of all principal
and interest on the Loan and all

                                       22


other amounts due and payable under the Loan Documents in accordance with the
terms and provisions of Section 2.3.1 of this Loan Agreement, release the Lien
of the Mortgage on the Property not theretofore released.

          2.5.2    OUT PARCEL RELEASE. Lender shall, upon the written
request and at the expense of Borrower, upon compliance with the terms and
provisions of Section 2.7 of this Loan Agreement, release the Lien of the
Mortgage and the other Loan Documents against the Out Parcels.

          Section 2.6   MANNER OF MAKING PAYMENTS.

          2.6.1    MAKING OF PAYMENTS. Each payment by Borrower hereunder or
under the Note shall be made in funds settled through the New York Clearing
House Interbank Payments System or other funds immediately available to Lender
by 1:00 p.m., New York City time, on the date such payment is due, to Lender by
deposit to such account as Lender may designate by written notice to Borrower.
Whenever any payment hereunder or under the Note shall be stated to be due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day.

          2.6.2    NO DEDUCTIONS, ETC. All payments made by Borrower hereunder
or under the Note or the other Loan Documents shall be made irrespective of, and
without any deduction for, any setoff, defense or counterclaims.

          Section 2.7   RELEASE OF OUT PARCELS. Lender acknowledges that
Borrower has requested the right to obtain a future release of two (2) currently
unimproved portions of the Property to be delineated after the date hereof
(together with any appurtenant easements approved by Lender, each an "OUT
PARCEL," collectively, the "OUT PARCELS"). Lender hereby agrees that,
notwithstanding the provisions of Section 2.5 hereof, subject to the terms and
conditions set forth in this Section 2.7, Borrower may obtain a release of the
Lien of the Mortgage (and the related Loan Documents) encumbering the Property
from the Out Parcels, provided that (a) no Event of Default has occurred or is
continuing, (b) Borrower provides Lender with a written request for such a
release, and (c) Borrower satisfies within ninety (90) days of the date Lender
receives such written request each of the conditions listed on Schedule V hereof
(the "OUT PARCELS RELEASE CONDITIONS")."

                                   ARTICLE III

                              CONDITIONS PRECEDENT

          Section 3.1   CONDITIONS PRECEDENT TO CLOSING. The obligation of
Lender to make the Loan hereunder is subject to the fulfillment by Borrower or
waiver by Lender of the following conditions precedent no later than the Closing
Date:

          3.1.1    REPRESENTATIONS AND WARRANTIES: COMPLIANCE WITH CONDITIONS.
The representations and warranties of Borrower contained in this Agreement and
the other Loan Documents shall be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on and as of such
date, and no Default or an Event of Default shall have occurred and be
continuing; and Borrower shall be in compliance in all material respects

                                       23


with all terms and conditions set forth in this Agreement and in each other Loan
Document on its part to be observed or performed.

          3.1.2    LOAN AGREEMENT AND NOTE. Lender shall have received a copy of
this Agreement and the Note, in each case, duly executed and delivered on behalf
of Borrower.

          3.1.3    DELIVERY OF LOAN DOCUMENTS; TITLE INSURANCE; REPORTS; LEASES,
ETC.

          (a)      MORTGAGE, ASSIGNMENT OF LEASES AND OTHER LOAN DOCUMENTS.
Lender shall have received from Borrower fully executed and acknowledged
counterparts of the Mortgage and the Assignment of Leases and evidence that
counterparts of the Mortgage and Assignment of Leases have been delivered to the
title company for recording, in the reasonable judgment of Lender, so as to
effectively create upon such recording valid and enforceable first priority
Liens upon the Property in favor of Lender (or such trustee as may be required
under local law), subject only to the Permitted Encumbrances and such other
Liens as are permitted pursuant to the Loan Documents. Lender shall have also
received from Borrower fully executed counterparts of the Assignment of
Management Agreement and the other Loan Documents.

          (b)      TITLE INSURANCE. Lender shall have received a Title Insurance
Policy issued by a title company acceptable to Lender and dated as of the
Closing Date. Such Title Insurance Policy shall (i) provide coverage in an
amount equal to the principal amount of the Loan together with a "tie-in" or
similar endorsement, (ii) insure Lender that the Mortgage creates a valid first
priority lien on the Property encumbered thereby, free and clear of all
exceptions from coverage other than Permitted Encumbrances and standard
exceptions and exclusions from coverage (as modified by the terms of any
endorsements), (iii) contain such endorsements and affirmative coverages as
Lender may reasonably request, and (iv) name Lender, its successors and assigns,
as the insured. The Title Insurance Policy shall be assignable without cost to
Lender. Lender also shall have received evidence that all premiums in respect of
such Title Insurance Policy have been paid.

          (c)      SURVEY. Lender shall have received a title survey for the
Property, certified to the title company and Lender and their successors and
assigns, in form and content satisfactory to Lender and prepared by a
professional and properly licensed land surveyor satisfactory to Lender in
accordance with the most recent Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys. The following additional items from the list of
"Optional Survey Responsibilities and Specifications" (Table A) should be added
to each survey: 2, 3, 4, 6, 8, 9, 10, 11 and 13. The survey shall reflect the
same legal description contained in the Title Insurance Policy relating to the
Property referred to in clause (ii) above and shall include, among other things,
a legal description of the real property comprising part of such Property
reasonably satisfactory to Lender. The surveyor's seal shall be affixed to each
survey and the surveyor shall provide a certification for each survey in form
and substance acceptable to Lender.

          (d)      INSURANCE. Lender shall have received valid certificates of
insurance for the policies of insurance required hereunder, satisfactory to
Lender in its sole discretion, and evidence of the payment of all premiums
payable for the existing policy period.

                                       24


          (e)      ENVIRONMENTAL REPORTS. Lender shall have received an
environmental report in respect of the Property, in each case reasonably
satisfactory to Lender.

          (f)      ZONING. With respect to the Property, Lender shall have
received, at Lender's option, (i) letters or other evidence with respect to the
Property from the appropriate municipal authorities (or other Persons)
concerning applicable zoning and building laws, (ii) an ALTA 3.1 zoning
endorsement to the Title Insurance Policy, if available, or (iii) other evidence
of zoning compliance, in each case in substance reasonably satisfactory to
Lender.

          (g)      ENCUMBRANCES. Borrower shall have taken or caused to be taken
such actions in such a manner so that Lender has a valid and perfected first
Lien on the Property as of the Closing Date with respect to the Mortgage,
subject only to applicable Permitted Encumbrances and such other Liens as are
permitted pursuant to the Loan Documents, and Lender shall have received
satisfactory evidence thereof.

          3.1.4    RELATED DOCUMENTS. Each additional document not specifically
referenced herein, but relating to the transactions contemplated herein, shall
have been duly authorized, executed and delivered by all parties thereto and
Lender shall have received and approved certified copies thereof.

          3.1.5    DELIVERY OF ORGANIZATIONAL DOCUMENTS. On or before the
Closing Date, Borrower shall deliver or cause to be delivered to Lender copies
certified by Borrower of all organizational documentation related to Borrower
and/or the formation, structure, existence, good standing and/or qualification
to do business, as Lender may request in its sole discretion, including, without
limitation, good standing certificates, qualifications to do business in the
appropriate jurisdictions, resolutions authorizing the entering into of the Loan
and incumbency certificates as may be requested by Lender.

          3.1.6    OPINIONS OF BORROWER'S COUNSEL. Lender shall have received
opinions of Borrower's counsel (and if applicable, Borrower's local counsel)
with respect to due execution, authority, enforceability of the Loan Documents
and such other matters as Lender may reasonably require, all such opinions in
form, scope and substance reasonably satisfactory to Lender and Lender's counsel
in their reasonable discretion.

          3.1.7    BUDGETS. Borrower shall have delivered, and Lender shall have
approved, the Annual Budget for the current Fiscal Year.

          3.1.8    BASIC CARRYING COSTS. Borrower shall have paid all Basic
Carrying Costs relating to the Property which are in arrears, including without
limitation, (a) accrued but unpaid insurance premiums relating to the Property,
(b) currently due and payable Taxes (including any in arrears) relating to the
Property, and (c) currently due Other Charges relating to the Property, which
amounts shall be funded with proceeds of the Loan.

          3.1.9    COMPLETION OF PROCEEDINGS. All organizational proceedings
taken or to be taken in connection with the transactions contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
reasonably satisfactory in form and substance to Lender, and Lender shall have
received all such counterpart originals or certified copies of such documents as
Lender may reasonably request.

                                       25


          3.1.10   PAYMENTS. All payments, deposits or escrows required to be
made or established by Borrower under this Agreement, the Note and the other
Loan Documents on or before the Closing Date shall have been paid.

          3.1.11   TENANT ESTOPPELS. Borrower shall exercise reasonable
commercial efforts to deliver estoppel letters from Tenants occupying not less
than eighty percent (80%) of the gross leasable area of the Property; provided,
however, that, in the event that Borrower is unable to deliver some or all of
the estoppels described in this Section 3.1.11, Lender agrees that the
requirement to deliver such letters to Lender shall be waived by Lender as a
condition precedent to the closing of the Loan so long as Borrower delivers on
or before the Closing Date, a certificate executed by Borrower with respect to
all applicable leases which shall be in substantially the same form and contain
the same terms as set forth in Lender's standard form of estoppel certificate.

          3.1.12   TRANSACTION COSTS. Borrower shall have paid or reimbursed
Lender for all title insurance premiums, recording and filing fees or taxes,
costs of environmental reports, Physical Conditions Reports, appraisals and
other reports, the fees and costs of Lender's counsel and all other third party
out-of-pocket expenses incurred in connection with the origination of the Loan.

          3.1.13   MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the financial condition or business condition of Borrower or
the Property since the date of the most recent financial statements delivered to
Lender. The income and expenses of the Property, the occupancy leases thereof,
and all other features of the transaction shall be as represented to Lender
without material adverse change. Neither Borrower, any of its constituent
Persons, shall be the subject of any bankruptcy, reorganization, or insolvency
proceeding.

          3.1.14   LEASES AND RENT ROLL. Lender shall have received copies of
all tenant leases, certified copies of any tenant leases as requested by Lender
and certified copies of all ground leases affecting the Property. Lender shall
have received a current certified rent roll of the Property, reasonably
satisfactory in form and substance to Lender.

          3.1.15   SUBORDINATION AND ATTORNMENT. Lender shall have received
appropriate instruments acceptable to Lender in its commercially reasonable
discretion subordinating any Leases of record prior to the Mortgage and
including an agreement by such Tenants to attorn to Lender in the event of a
foreclosure or delivery of a deed in lieu thereof.

          3.1.16   TAX LOT. Lender shall have received evidence that the
Property constitutes one (1) or more separate tax lots, which evidence shall be
reasonably satisfactory in form and substance to Lender.

          3.1.17   PHYSICAL CONDITIONS REPORTS. Lender shall have received
Physical Conditions Reports with respect to the Property, which reports shall be
reasonably satisfactory in form and substance to Lender.

          3.1.18   MANAGEMENT AGREEMENT. Lender shall have received a certified
copy of the Management Agreement with respect to the Property which shall be
satisfactory in form and substance to Lender.

                                       26


          3.1.19   APPRAISAL. Lender shall have received an appraisal of the
Property, which shall be satisfactory in form and substance to Lender.

          3.1.20   FINANCIAL STATEMENTS. Lender shall have received (a) a
balance sheet with respect to the Property for the two most recent Fiscal Years
and statements of income and statements of cash flows with respect to the
Property for the three most recent Fiscal Years, each in form and substance
reasonably satisfactory to Lender or (b) such other financial statements
relating to the ownership and operation of the Property, in form and substance
reasonably satisfactory to Lender.

          3.1.21   FURTHER DOCUMENTS. Lender or its counsel shall have received
such other and further approvals, opinions, documents and information as Lender
or its counsel may have reasonably requested including the Loan Documents in
form and substance reasonably satisfactory to Lender and its counsel.

          3.1.22   ENVIRONMENTAL INSURANCE. If required by Lender, Borrower
shall have obtained a secured creditor environmental insurance policy with
respect to the Property, which shall be in form and substance satisfactory to
Lender. Any such policy shall have a term not less than the term of the Loan.
Borrower shall have provided to Lender evidence that the premiums for such
policy has been paid in full.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          Section 4.1   BORROWER REPRESENTATIONS. Borrower represents and
warrants as of the date hereof and as of the Closing Date that:

          4.1.1    ORGANIZATION. Borrower has been duly organized and is validly
existing and in good standing with requisite power and authority to own the
Property and to transact the businesses in which it is now engaged. Borrower is
duly qualified to do business and is in good standing in each jurisdiction where
it is required to be so qualified in connection with the Property, businesses
and operations. Borrower possesses all rights, licenses, permits and
authorizations, governmental or otherwise, necessary to entitle it to own the
Property and to transact the businesses in which it is now engaged, and the sole
business of Borrower is the ownership, management and operation of the Property.

          4.1.2    PROCEEDINGS. Borrower has taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the
other Loan Documents. This Agreement and such other Loan Documents have been
duly executed and delivered by or on behalf of Borrower and constitute legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their respective terms, subject only to applicable bankruptcy,
insolvency and similar laws affecting rights of creditors generally, and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

          4.1.3    NO CONFLICTS. The execution, delivery and performance of this
Agreement and the other Loan Documents by Borrower will not conflict with or
result in a breach of any of

                                       27


the terms or provisions of, or constitute a default under, or result in the
creation or imposition of any lien, charge or encumbrance (other than pursuant
to the Loan Documents) upon any of the property or assets of Borrower pursuant
to the terms of any indenture, mortgage, deed of trust, loan agreement,
partnership agreement or other agreement or instrument to which Borrower is a
party or by which any of Borrower's property or assets is subject, nor will such
action result in any violation of the provisions of any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over Borrower or any of Borrower's properties or assets, and any
consent, approval, authorization, order, registration or qualification of or
with any court or any such regulatory authority or other governmental agency or
body required for the execution, delivery and performance by Borrower of this
Agreement or any other Loan Documents has been obtained and is in full force and
effect.

          4.1.4    LITIGATION. To Borrower's knowledge, there are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority
or other agency now pending or threatened against or affecting Borrower or the
Property, which actions, suits or proceedings, if determined against Borrower or
the Property, might materially adversely affect the condition (financial or
otherwise) or business of Borrower or the condition or ownership of the
Property.

          4.1.5    AGREEMENTS. Except such instruments and agreements set forth
as Permitted Exceptions in the Title Insurance Policy, Borrower is not a party
to any agreement or instrument or subject to any restriction which might
materially and adversely affect Borrower or the Property, or Borrower's
business, properties or assets, operations or condition, financial or otherwise.
To Borrower's knowledge, Borrower is not in default in any material respect in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement or instrument to which it is a party or
by which Borrower or the Property are bound. Borrower has no material financial
obligation under any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which Borrower is a party or by which Borrower or the
Property is otherwise bound, other than (a) obligations incurred in the ordinary
course of the operation of the Property and (b) obligations under the Loan
Documents.

          4.1.6    TITLE. Borrower has good and indefeasible fee simple title to
the real property comprising part of the Property and good title to the balance
of the Property, free and clear of all Liens whatsoever except the Permitted
Encumbrances, such other Liens as are permitted pursuant to the Loan Documents
and the Liens created by the Loan Documents. The Mortgage, when properly
recorded in the appropriate records, together with any Uniform Commercial Code
financing statements required to be filed in connection therewith, will create
(a) a valid, perfected lien on the Property, subject only to Permitted
Encumbrances and the Liens created by the Loan Documents and (b) perfected
security interests in and to, and perfected collateral assignment of, all
personalty (including the Leases), all in accordance with the terms thereof, in
each case subject only to any applicable Permitted Encumbrances, such other
Liens as are permitted pursuant to the Loan Documents and the Liens created by
the Loan Documents. There are no claims for payment for work, labor or materials
affecting the Property which are due and unpaid under the contracts pursuant to
which such work or labor was performed or materials provided which are or may
become a lien prior to, or of equal priority with, the Liens created by the Loan
Documents.

                                       28


          4.1.7    NO BANKRUPTCY FILING. Neither Borrower nor any of its
constituent Persons are contemplating either the filing of a petition by it
under any state or federal bankruptcy or insolvency laws or the liquidation of
all or a major portion of Borrower's assets or property, and Borrower has no
knowledge of any Person contemplating the filing of any such petition against it
or such constituent Persons.

          4.1.8    FULL AND ACCURATE DISCLOSURE. To Borrower's knowledge, no
statement of fact made by Borrower in this Agreement or in any of the other Loan
Documents contains any untrue statement of a material fact or omits to state any
material fact necessary to make statements contained herein or therein not
misleading. There is no material fact presently known to Borrower which has not
been disclosed to Lender which adversely affects, nor as far as Borrower can
foresee, might adversely affect, the Property or the business, operations or
condition (financial or otherwise) of Borrower.

          4.1.9    NO PLAN ASSETS. Borrower is not an "employee benefit plan,"
as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of
the assets of Borrower constitutes or will constitute "plan assets" of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition,
(a) Borrower is not a "governmental plan" within the meaning of Section 3(32) of
ERISA and (b) transactions by or with Borrower are not subject to state statutes
regulating investment of, and fiduciary obligations with respect to,
governmental plans similar to the provisions of Section 406 of ERISA or Section
4975 of the Code currently in effect, which prohibit or otherwise restrict the
transactions contemplated by this Loan Agreement.

          4.1.10   COMPLIANCE. To Borrower's knowledge, Borrower and the
Property and the use thereof comply in all material respects with all applicable
Legal Requirements, including, without limitation, building and zoning
ordinances and codes. Borrower is not in default or violation of any order,
writ, injunction, decree or demand of any Governmental Authority. There has not
been committed by Borrower or, to Borrower's knowledge, any other Person in
occupancy of or involved with the operation or use of the Property any act or
omission affording the federal government or any other Governmental Authority
the right of forfeiture as against the Property or any part thereof or any
monies paid in performance of Borrower's obligations under any of the Loan
Documents.

          4.1.11   FINANCIAL INFORMATION. All financial data, including, without
limitation, the statements of cash flow and income and operating expense, that
have been delivered to Lender in respect of the Property (i) are true, complete
and correct in all material respects, (ii) accurately represent the financial
condition of the Property as of the date of such reports, and (iii) to the
extent prepared or audited by an independent certified public accounting firm,
have been prepared in accordance with accounting principles reasonably
acceptable to Lender, consistently applied throughout the periods covered,
except as disclosed therein; PROVIDED, HOWEVER, that if any financial data is
delivered to Lender by any Person other than Borrower, Indemnitor or any of
their Affiliates, or if such financial data has been prepared by or at the
direction of any Person other than Borrower, Indemnitor or any of their
Affiliates, then the foregoing representations with respect to such financial
data shall be to the best of Borrower's knowledge, after due inquiry. Borrower
does not have any contingent liabilities, liabilities for taxes, unusual forward
or long-term commitments or unrealized or anticipated losses from any
unfavorable

                                       29


commitments that are known to Borrower and reasonably likely to have a
materially adverse effect on the Property or the operation thereof as a retail
shopping center, except as referred to or reflected in said financial
statements. Since the date of such financial statements, there has been no
materially adverse change in the financial condition, operations or business of
Borrower from that set forth in said financial statements.

          4.1.12   CONDEMNATION. No Condemnation or other proceeding has been
commenced or, to Borrower's knowledge, is contemplated with respect to all or
any portion of the Property or for the relocation of roadways providing access
to the Property.

          4.1.13   FEDERAL RESERVE REGULATIONS. No part of the proceeds of the
Loan will be used for the purpose of purchasing or acquiring any "margin stock"
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System or for any other purpose which would be inconsistent with such
Regulation U or any other Regulations of such Board of Governors, or for any
purposes prohibited by Legal Requirements or by the terms and conditions of this
Agreement or the other Loan Documents.

          4.1.14   UTILITIES AND PUBLIC ACCESS. The Property has rights of
access to public ways and is served by water, sewer, sanitary sewer and storm
drain facilities adequate to service the Property for its respective intended
uses. All public utilities necessary or convenient to the full use and enjoyment
of the Property are located either in the public right-of-way abutting the
Property (which are connected so as to serve the Property without passing over
other property) or in recorded easements serving the Property and such easements
are set forth in and insured by the Title Insurance Policy. All roads necessary
for the use of the Property for their current respective purposes have been
completed and dedicated to public use and accepted by all Governmental
Authorities.

          4.1.15   NOT A FOREIGN PERSON. Borrower is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Code.

          4.1.16   SEPARATE LOTS. The Property is comprised of one (1) or more
parcels which constitute a separate tax lot or lots and does not constitute a
portion of any other tax lot not a part of the Property.

          4.1.17   ASSESSMENTS. There are no pending, or to Borrower's
knowledge, proposed special or other assessments for public improvements or
otherwise affecting the Property, nor are there any contemplated improvements to
the Property that may result in such special or other assessments.

          4.1.18   ENFORCEABILITY. The Loan Documents are not subject to any
right of rescission, set-off, counterclaim or defense by Borrower, including the
defense of usury, nor would the operation of any of the terms of the Loan
Documents, or the exercise of any right thereunder, render the Loan Documents
unenforceable, and Borrower has not asserted any right of rescission, set-off,
counterclaim or defense with respect thereto.

          4.1.19   NO PRIOR ASSIGNMENT. There is no prior assignment of the
Leases or any portion of the Rents by Borrower or any of its predecessors in
interest, given as collateral security which are presently outstanding.

                                       30


          4.1.20   INSURANCE. Borrower has obtained and has delivered to Lender
certified copies of all insurance policies reflecting the insurance coverages,
amounts and other requirements set forth in this Agreement. No claims have been
made under any such policy, and no Person, including Borrower, has done, by act
or omission, anything which would impair the coverage of any such policy.

          4.1.21   USE OF PROPERTY. The Property is used exclusively for retail
purposes and other appurtenant and related uses.

          4.1.22   CERTIFICATE OF OCCUPANCY; LICENSES. All certifications,
permits, licenses and approvals, including without limitation, certificates of
completion and occupancy permits required to be obtained by Borrower for the
legal use, occupancy and operation of the Property as a retail shopping center
have been obtained and are in full force and effect, and to the best of
Borrower's knowledge, after due inquiry, all certifications, permits, licenses
and approvals, including without limitation, certificates of completion and
occupancy permits required to be obtained by any Person other than Borrower for
the legal use, occupancy and operation of the Property as a retail shopping
center, have been obtained and are in full force and effect (all of the
foregoing certifications, permits, licenses and approvals are collectively
referred to as the "LICENSES"). Borrower shall and shall cause all other Persons
to, keep and maintain all licenses necessary for the operation of the Property
as a retail shopping center. To Borrower's knowledge, the use being made of the
Property is in conformity with all certificates of occupancy issued for the
Property.

          4.1.23   FLOOD ZONE. To the best of Borrower's knowledge, after due
inquiry, no Improvements on the Property are located in an area as identified by
the Federal Emergency Management Agency as an area having special flood hazards.

          4.1.24   PHYSICAL CONDITION. Except as disclosed in the Physical
Conditions Reports delivered to Lender in connecting with this Loan, to
Borrower's knowledge, the Property, including, without limitation, all
buildings, improvements, parking facilities, sidewalks, storm drainage systems,
roofs, plumbing systems, HVAC systems, fire protection systems, electrical
systems, equipment, elevators, exterior sidings and doors, landscaping,
irrigation systems and all structural components, are in good condition, order
and repair in all material respects; there exists no structural or other
material defects or damages in the Property, whether latent or otherwise, and
Borrower has not received notice from any insurance company or bonding company
of any defects or inadequacies in the Property, or any part thereof, which would
adversely affect the insurability of the same or cause the imposition of
extraordinary premiums or charges thereon or of any termination or threatened
termination of any policy of insurance or bond.

          4.1.25   BOUNDARIES. To Borrower's knowledge, after due inquiry, all
of the improvements which were included in determining the appraised value of
the Property lie wholly within the boundaries and building restriction lines of
the Property, and no improvements on adjoining properties encroach upon the
Property, and no easements or other encumbrances upon the Property encroach upon
any of the improvements, so as to affect the value or marketability of the
Property except those which are insured against by title insurance.

                                       31


          4.1.26   LEASES. The Property is not subject to any Leases other than
the Leases described on the Rent Roll attached as SCHEDULE II hereto and made a
part hereof. No Person has any possessory interest in the Property or right to
occupy the same except under and pursuant to the provisions of the Leases. The
current Leases are in full force and effect and to Borrower's knowledge, there
are no defaults thereunder by either party and there are no conditions that,
with the passage of time or the giving of notice, or both, would constitute
defaults thereunder. No Rent (including security deposits) has been paid more
than one (1) month in advance of its due date. All work to be performed by
Borrower under each Lease has been performed as required and has been accepted
by the applicable tenant, and any payments, free rent, partial rent, rebate of
rent or other payments, credits, allowances or abatements required to be given
by Borrower to any tenant has already been received by such tenant. There has
been no prior sale, transfer or assignment, hypothecation or pledge of any Lease
or of the Rents received therein which is outstanding. To Borrower's knowledge,
no tenant listed on SCHEDULE II has assigned its Lease or sublet all or any
portion of the premises demised thereby, no such tenant holds its leased
premises under assignment or sublease, nor does anyone except such tenant and
its employees occupy such leased premises. No tenant under any Lease has a right
or option pursuant to such Lease or otherwise to purchase all or any part of the
leased premises or the building of which the leased premises are a part. Except
as set forth in SCHEDULE II, no tenant under any Lease has any right or option
for additional space in the Improvements except as set forth in SCHEDULE II. No
hazardous wastes or toxic substances, as defined by applicable federal, state or
local statutes, rules and regulations, have been disposed, stored or treated by
any tenant under any Lease on or about the leased premises nor does Borrower
have any knowledge of any tenant's intention to use its leased premises for any
activity which, directly or indirectly, involves the use, generation, treatment,
storage, disposal or transportation of any petroleum product or any toxic or
hazardous chemical, material, substance or waste, except in either event, in
compliance with applicable federal, state or local statues, rules and
regulations.

          4.1.27   SURVEY. The Survey for the Property delivered to Lender in
connection with this Agreement has been prepared in accordance with the
provisions of Section 3.1.3(c) hereof, and does not fail to reflect any material
matter affecting the Property or the title thereto.

          4.1.28   LOAN TO VALUE. The maximum principal amount of the Loan does
not exceed one hundred twenty five percent (125%) of the fair market value of
the Property as set forth on the appraisals of the Property delivered to Lender.

          4.1.29   FILING AND RECORDING TAXES. All transfer taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid by any Person under applicable Legal Requirements currently in effect in
connection with the acquisition of the Property by Borrower have been paid or
are simultaneously being paid. All mortgage, mortgage recording, stamp,
intangible or other similar tax required to be paid by any Person under
applicable Legal Requirements currently in effect in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement of any of the Loan Documents, including, without limitation, the
Mortgage, have been paid, and, under current Legal Requirements, the Mortgage is
enforceable in accordance with its terms by Lender (or any subsequent holder
thereof).

                                       32


          4.1.30   SPECIAL PURPOSE ENTITY/SEPARATENESS. (a) Until the Debt has
been paid in full, Borrower hereby represents, warrants and covenants that the
Borrower is, shall be and shall continue to be a Special Purpose Entity.

          (b)      The representations, warranties and covenants set forth in
Section 4.1.30(a) shall survive for so long as any amount remains payable to
Lender under this Agreement or any other Loan Document.

          (c)      Intentionally omitted.

          4.1.31   MANAGEMENT AGREEMENT. The Management Agreement is in full
force and effect and, to Borrower's knowledge, there is no default thereunder by
any party thereto and no event has occurred that, with the passage of time
and/or the giving of notice would constitute a default thereunder.

          4.1.32   ILLEGAL ACTIVITY. To Borrower's knowledge, no portion of the
Property has been or will be purchased with proceeds of any illegal activity.

          4.1.33   NO CHANGE IN FACTS OR CIRCUMSTANCES; DISCLOSURE. All
information submitted by Borrower to Lender and in all financial statements,
rent rolls, reports, certificates and other documents submitted in connection
with the Loan or in satisfaction of the terms thereof and all statements of fact
made by Borrower in this Agreement or in any other Loan Document, are accurate,
complete and correct in all material respects. There has been no material
adverse change in any condition, fact, circumstance or event that would make any
such information inaccurate, incomplete or otherwise misleading in any material
respect or that otherwise materially and adversely affects or might materially
and adversely affect the Property or the business operations or the financial
condition of Borrower. Borrower has disclosed to Lender all material facts and
has not failed to disclose any material fact that could cause any representation
or warranty made herein to be materially misleading.

          4.1.34   Intentionally deleted.

          4.1.35   PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION. Borrower shall
not change its principal place of business set forth in the introductory
paragraph of this Agreement without first giving Lender thirty (30) days prior
written notice. Borrower shall not change the place of its organization as set
forth in the introductory paragraph of this Agreement without the consent of
Lender, which consent shall not be unreasonably withheld, conditioned or
delayed. Upon Lender's request, Borrower shall execute and deliver additional
financing statements, security agreements and other instruments which may be
necessary to effectively evidence or perfect Lender's security interest in the
Property as a result of such change of principal place of business or place of
organization.

          4.1.36   INVESTMENT COMPANY ACT. Borrower is not (a) an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended; (b) a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of
either a "holding company" or a "subsidiary company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended; or (c)

                                       33


subject to any other federal or state law or regulation which purports to
restrict or regulate its ability to borrow money.

          Section 4.2   SURVIVAL OF REPRESENTATIONS. Borrower agrees that all of
the representations and warranties of Borrower set forth in Section 4.1 and
elsewhere in this Agreement and in the other Loan Documents shall survive for so
long as any amount remains owing to Lender under this Agreement or any of the
other Loan Documents by Borrower. All representations, warranties, covenants and
agreements made in this Agreement or in the other Loan Documents by Borrower
shall be deemed to have been relied upon by Lender notwithstanding any
investigation heretofore or hereafter made by Lender or on its behalf.

                                    ARTICLE V

                               BORROWER COVENANTS

          Section 5.1   AFFIRMATIVE COVENANTS. From the date hereof and until
payment and performance in full of all obligations of Borrower under the Loan
Documents or the earlier release of the Lien of the Mortgage encumbering the
Property (and all related obligations) in accordance with the terms of this
Agreement and the other Loan Documents, Borrower hereby covenants and agrees
with Lender that:

          5.1.1    EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS; INSURANCE.
Borrower shall do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its existence, rights, licenses, permits and
franchises and comply with all Legal Requirements applicable to it and the
Property. There shall never be committed by Borrower or any other Person in
occupancy of or involved with the operation or use of the Property any act or
omission affording the federal government or any state or local government the
right of forfeiture as against the Property or any part thereof or any monies
paid in performance of Borrower's obligations under any of the Loan Documents.
Borrower hereby covenants and agrees not to commit, permit or suffer to exist
any act or omission affording such right of forfeiture. Borrower shall at all
times maintain, preserve and protect all its franchises and trade names and
preserve all the remainder of its property used or useful in the conduct of its
business and shall keep the Property in good working order and repair, and from
time to time make, or cause to be made, all reasonably necessary repairs,
renewals, replacements, betterments and improvements thereto, all as more fully
provided in the Mortgage. Borrower shall keep the Property insured at all times
by financially sound and reputable insurers, to such extent and against such
risks, and maintain liability and such other insurance, as is more fully
provided in this Agreement. After prior written notice to Lender, Borrower, at
its own expense, may contest by appropriate legal proceeding promptly initiated
and conducted in good faith and with due diligence, the validity of any Legal
Requirement, the applicability of any Legal Requirement to Borrower or the
Property or any alleged violation of any Legal Requirement, provided that (i) no
Event of Default has occurred and remains uncured; (ii) intentionally omitted;
(iii) such proceeding shall be permitted under and be conducted in accordance
with the provisions of any instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iv) the Property
or any part thereof or interest therein will not be in danger of being sold,
forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final
determination thereof comply with any such Legal

                                       34


Requirement determined to be valid or applicable or cure any violation of any
Legal Requirement; (vi) such proceeding shall suspend the enforcement of the
contested Legal Requirement against Borrower or the Property; and (vii) Borrower
shall furnish such security as may be required in the proceeding, or as may be
requested by Lender, to insure compliance with such Legal Requirement, together
with all interest and penalties payable in connection therewith. Lender may
apply any such security, as necessary to cause compliance with such Legal
Requirement at any time when, in the reasonable judgment of Lender, the
validity, applicability or violation of such Legal Requirement is finally
established or the Property (or any part thereof or interest therein) shall be
in danger of being sold, forfeited, terminated, cancelled or lost.

          5.1.2    TAXES AND OTHER CHARGES. Borrower shall pay or cause to be
paid all Taxes and Other Charges now or hereafter levied or assessed or imposed
against the Property or any part thereof as the same become due and payable;
PROVIDED, HOWEVER, Borrower's obligation to directly pay to the appropriate
taxing authority Taxes shall be suspended for so long as Borrower complies with
the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender
receipts for payment or other evidence satisfactory to Lender that the Taxes and
Other Charges have been so paid or are not then delinquent no later than ten
(10) days prior to the date on which the Taxes and/or Other Charges would
otherwise be delinquent if not paid (PROVIDED, HOWEVER, that Borrower is not
required to furnish such receipts for payment of Taxes in the event that such
Taxes have been paid by Lender pursuant to Section 7.2 hereof). If Borrower pays
or causes to be paid all Taxes and Other Charges and provides a copy of the
receipt evidencing the payment thereof to Lender, then Lender shall reimburse
Borrower, provided that there are then sufficient proceeds in the Tax and
Insurance Escrow Fund and provided that the Taxes are being paid pursuant to
Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes
pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that
such Taxes have been paid. Borrower shall not suffer and shall promptly cause to
be paid and discharged any Lien or charge whatsoever which may be or become a
Lien or charge against the Property, and shall promptly pay for all utility
services provided to the Property. After prior written notice to Lender,
Borrower, at its own expense, may contest by appropriate legal proceeding,
promptly initiated and conducted in good faith and with due diligence, the
amount or validity or application in whole or in part of any Taxes or Other
Charges, provided that (i) Borrower is permitted to do so under the provisions
of any mortgage or deed of trust superior in lien to the Mortgage; (ii) such
proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iii) the Property
nor any part thereof or interest therein will be in danger of being sold,
forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon
final determination thereof pay the amount of any such Taxes or Other Charges,
together with all costs, interest and penalties which may be payable in
connection therewith; (v) such proceeding shall suspend the collection of such
contested Taxes or Other Charges from the Property; and (vi) Borrower shall
furnish such security as may be required in the proceeding, or as may be
reasonably requested by Lender, to insure the payment of any such Taxes or Other
Charges, together with all interest and penalties thereon. Lender may pay over
any such cash deposit or part thereof held by Lender to the claimant entitled
thereto at any time when, in the reasonable judgment of Lender, the entitlement
of such claimant is established.

                                       35


          5.1.3    LITIGATION. Borrower shall give prompt written notice to
Lender of any litigation or governmental proceedings pending or threatened
against Borrower which might materially adversely affect Borrower's condition
(financial or otherwise) or business or the Property.

          5.1.4    ACCESS TO PROPERTY. Borrower shall permit agents,
representatives and employees of Lender to inspect the Property or any part
thereof at reasonable hours upon reasonable advance notice, subject to the
rights of tenants.

          5.1.5    NOTICE OF DEFAULT. Borrower shall promptly advise Lender of
any material adverse change in Borrower's condition, financial or otherwise, or
of the occurrence of any Default or Event of Default of which Borrower has
knowledge.

          5.1.6    COOPERATE IN LEGAL PROCEEDINGS. Borrower shall cooperate
fully with Lender with respect to any proceedings before any court, board or
other Governmental Authority which may in any way affect the rights of Lender
hereunder or any rights obtained by Lender under any of the other Loan Documents
and, in connection therewith, permit Lender, at its election, to participate in
any such proceedings.

          5.1.7    PERFORM LOAN DOCUMENTS. Borrower shall observe, perform and
satisfy all the terms, provisions, covenants and conditions of, and shall pay
when due all costs, fees and expenses to the extent required under the Loan
Documents executed and delivered by, or applicable to, Borrower.

          5.1.8    INSURANCE BENEFITS. Borrower shall cooperate with Lender in
obtaining for Lender the benefits of any Insurance Proceeds lawfully or
equitably payable in connection with the Property, and Lender shall be
reimbursed for any expenses incurred in connection therewith (including
reasonable attorneys' fees and disbursements, and the payment by Borrower of the
expense of an appraisal on behalf of Lender in case of a fire or other casualty
affecting the Property or any part thereof) out of such Insurance Proceeds.

          5.1.9    FURTHER ASSURANCES. Borrower shall, at Borrower's sole cost
and expense:

          (a)      furnish to Lender all instruments, documents, boundary
surveys, footing or foundation surveys, certificates, plans and specifications,
appraisals, title and other insurance reports and agreements, and each and every
other document, certificate, agreement and instrument required to be furnished
by Borrower pursuant to the terms of the Loan Documents or reasonably requested
by Lender in connection therewith;

          (b)      execute and deliver to Lender such documents, instruments,
certificates, assignments and other writings, and do such other acts necessary
or desirable, to evidence, preserve and/or protect the collateral at any time
securing or intended to secure the obligations of Borrower under the Loan
Documents, as Lender may reasonably require; and

          (c)      do and execute all and such further lawful and reasonable
acts, conveyances and assurances for the better and more effective carrying out
of the intents and purposes of this Agreement and the other Loan Documents, as
Lender shall reasonably require from time to time.

                                       36


          5.1.10   INTENTIONALLY OMITTED.

          5.1.11   FINANCIAL REPORTING. (a) Borrower will keep and maintain or
will cause to be kept and maintained on a Fiscal Year basis, in accordance with
the requirements for a Special Purpose Entity set forth above, proper and
accurate books, records and accounts reflecting all of the financial affairs of
Borrower and all items of income and expense in connection with the operation on
an individual basis of the Property. Lender shall have the right from time to
time at all times during normal business hours upon reasonable notice to examine
such books, records and accounts at the office of Borrower or other Person
maintaining such books, records and accounts and to make such copies or extracts
thereof as Lender shall desire. After the occurrence and during the continuance
of an Event of Default, Borrower shall pay any costs and expenses incurred by
Lender to examine Borrower's accounting records with respect to the Property, as
Lender shall reasonably determine to be necessary or appropriate in the
protection of Lender's interest.

          (b)      Borrower will furnish to Lender annually, within ninety (90)
days following the end of each Fiscal Year of Borrower, either (i) a complete
copy of Borrower's annual financial statements audited by a "Big Four"
accounting firm or other independent certified public accountant reasonably
acceptable to Lender in accordance with the requirements for a Special Purpose
Entity set forth above, or (ii) a consolidated and annotated financial statement
of Borrower and General Partner, audited by a "Big Four" accounting firm or
other independent certified public accountant acceptable to Lender in accordance
with the requirements for a Special Purpose Entity set forth above, together
with unaudited financial statements relating to the Borrower and the Property.
Such financial statements for the Property for such Fiscal Year and shall
contain statements of profit and loss for Borrower and the Property and a
balance sheet for Borrower. Such statements shall set forth the financial
condition and the results of operations for the Property for such Fiscal Year,
and shall include, but not be limited to, amounts representing annual Net Cash
Flow, Net Operating Income, Gross Income from Operations and Operating Expenses.
Borrower's annual financial statements shall be accompanied by (i) a comparison
of the budgeted income and expenses and the actual income and expenses for the
prior Fiscal Year, (ii) a certificate executed by the chief financial officer of
Borrower or the member of Borrower, as applicable, stating that each such annual
financial statement presents fairly the financial condition and the results of
operations of Borrower and the Property being reported upon and has been
prepared in accordance with accounting principles reasonably acceptable to
Lender, consistently applied, (iii) an unqualified opinion of a "Big Four"
accounting firm or other independent certified public accountant reasonably
acceptable to Lender, (iv) a certified rent roll containing current rent, lease
expiration dates and the square footage occupied by each tenant; (v) a schedule
audited by such independent certified public accountant reconciling Net
Operating Income to Net Cash Flow (the "NET CASH FLOW SCHEDULE"), which shall
itemize all adjustments made to Net Operating Income to arrive at Net Cash Flow
deemed material by such independent certified public accountant. Together with
Borrower's annual financial statements, Borrower shall furnish to Lender an
Officer's Certificate certifying as of the date thereof whether there exists an
event or circumstance which constitutes a Default or Event of Default under the
Loan Documents executed and delivered by, or applicable to, Borrower, and if
such Default or Event of Default exists, the nature thereof, the period of time
it has existed and the action then being taken to remedy the same.

                                       37


          (c)      Borrower will furnish, or cause to be furnished, to Lender on
or before forty five (45) days after the end of each calendar quarter the
following items, accompanied by a certificate of the chief financial officer of
Borrower or General Partner, as applicable, stating that such items are true,
correct, accurate, and complete and fairly present the financial condition and
results of the operations of Borrower and the Property (subject to normal
year-end adjustments) as applicable; (i) a rent roll for the subject month
accompanied by an Officer's Certificate with respect thereto; (ii) quarterly and
year-to-date operating statements (including Capital Expenditures) prepared for
each calendar quarter, noting Net Operating Income, Gross Income from
Operations, and Operating Expenses (not including any contributions to the
Replacement Reserve Fund, and other information necessary and sufficient to
fairly represent the financial position and results of operation of the Property
during such calendar month, and containing a comparison of budgeted income and
expenses and the actual income and expenses together with a detailed explanation
of any variances of five percent (5%) or more between budgeted and actual
amounts for such periods, all in form satisfactory to Lender; (iii) a
calculation reflecting the annual Debt Service Coverage Ratio for the
immediately preceding twelve (12) month period as of the last day of such month
accompanied by an Officer's Certificate with respect thereto; and (iv) a Net
Cash Flow Schedule (such Net Cash Flow for the Borrower may be unaudited if it
is certified by an officer of the Borrower). In addition, such certificate shall
also be accompanied by a certificate of the chief financial officer of Borrower
or General Partner stating that the representations and warranties of Borrower
set forth in Section 4.1.30(a) are true and correct as of the date of such
certificate.

          (d)      For the partial year period commencing on the date hereof,
and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual
Budget not later than thirty (30) days after the commencement of such period or
Fiscal Year in form reasonably satisfactory to Lender.

          (e)      Borrower shall furnish to Lender, within ten (10) Business
Days after request (or as soon thereafter as may be reasonably possible), such
further detailed information with respect to the operation of the Property and
the financial affairs of Borrower as may be reasonably requested by Lender.

          (f)      Borrower shall furnish to Lender, within ten (10) Business
Days after Lender's request (or as soon thereafter as may be reasonably
possible), financial and sales information from such other designated by Lender
(to the extent such financial and sales information is required to be provided
under applicable leases and same is received by Borrower after request
therefor).

          (g)      Borrower will cause Indemnitor to furnish to Lender annually,
within one hundred twenty (120) days following the end of each Fiscal Year of
Indemnitor, financial statements audited by an independent certified public
accountant, which shall include an annual balance sheet and profit and loss
statement of Indemnitor, in the form reasonably required by Lender.

          (h)      Any reports, statements or other information required to be
delivered under this Agreement shall be delivered (i) in paper form, (ii) on a
diskette, and (iii) if requested by Lender and within the capabilities of
Borrower's data systems without change or modification

                                       38


thereto, in electronic form and prepared using a Microsoft Word for Windows or
WordPerfect for Windows files (which files may be prepared using a spreadsheet
program and saved as word processing files).

          5.1.12   BUSINESS AND OPERATIONS. Borrower will continue to engage in
the businesses presently conducted by it as and to the extent the same are
necessary for the ownership, maintenance, management and operation of the
Property. Borrower will qualify to do business and will remain in good standing
under the laws of each jurisdiction as and to the extent the same are required
for the ownership, maintenance, management and operation of the Property.

          5.1.13   TITLE TO THE PROPERTY. Borrower will warrant and defend (a)
the title to the Property and every part thereof, subject only to Liens
permitted hereunder (including Permitted Encumbrances) and (b) the validity and
priority of the Liens of the Mortgage and the Assignment of Leases on the
Property, subject only to Liens permitted hereunder (including Permitted
Encumbrances), in each case against the claims of all Persons whomsoever.
Borrower shall reimburse Lender for any losses, costs, damages or expenses
(including reasonable attorneys' fees and court costs) incurred by Lender if an
interest in the Property, other than as permitted hereunder, is claimed by
another Person.

          5.1.14   COSTS OF ENFORCEMENT. In the event (a) that the Mortgage
encumbering the Property is foreclosed in whole or in part or that the Mortgage
is put into the hands of an attorney for collection, suit, action or
foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to
the Mortgage encumbering the Property in which proceeding Lender is made a
party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar
proceeding in respect of Borrower or any of its constituent Persons or an
assignment by Borrower or any of its constituent Persons for the benefit of its
creditors, Borrower, its successors or assigns, shall be chargeable with and
agrees to pay all costs of collection and defense, including reasonable
attorneys' fees and costs, incurred by Lender or Borrower in connection
therewith and in connection with any appellate proceeding or post-judgment
action involved therein, together with all required service or use taxes.

          5.1.15   ESTOPPEL STATEMENT. (a) After request by Lender, Borrower
shall within ten (10) days furnish Lender with a statement, duly acknowledged
and certified, setting forth (i) the amount of the original principal amount of
the Note, (ii) the unpaid principal amount of the Note, (iii) the Interest Rate
of the Note, (iv) the date installments of interest and/or principal were last
paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi)
that the Note, this Agreement, the Mortgage and the other Loan Documents are
valid, legal and binding obligations and have not been modified or if modified,
giving particulars of such modification.

          (b)      Borrower shall use commercially reasonable efforts to deliver
to Lender upon request, tenant estoppel certificates from each commercial tenant
leasing space at the Property in form and substance reasonably satisfactory to
Lender provided that Borrower shall not be required to deliver such certificates
more frequently than one (1) time in any calendar year.

                                       39


          (c)      Within thirty (30) days of request by Borrower, Lender shall
deliver to Borrower a statement setting forth the items described at (a)(i),
(ii), (iii) and (iv) of this Section 5.1.15.

          5.1.16   LOAN PROCEEDS. Borrower shall use the proceeds of the Loan
received by it on the Closing Date only for the purposes set forth in Section
2.1.4.

          5.1.17   PERFORMANCE BY BORROWER. Borrower shall in a timely manner
observe, perform and fulfill each and every covenant, term and provision of each
Loan Document executed and delivered by, or applicable to, Borrower, and shall
not enter into or otherwise suffer or permit any amendment, waiver, supplement,
termination or other modification of any Loan Document executed and delivered
by, or applicable to, Borrower without the prior written consent of Lender.

          5.1.18   CONFIRMATION OF REPRESENTATIONS. Borrower shall deliver, in
connection with any Securitization, (a) one or more Officer's Certificates
certifying as to the accuracy of all representations made by Borrower in the
Loan Documents as of the date of the closing of such Securitization, and (b)
certificates of the relevant Governmental Authorities in all relevant
jurisdictions indicating the good standing and qualification of Borrower and its
member as of the date of the Securitization.

          5.1.19   NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of the Property (a) with any other real property
constituting a tax lot separate from the Property, and (b) which constitutes
real property with any portion of the Property which may be deemed to constitute
personal property, or any other procedure whereby the lien of any taxes which
may be levied against such personal property shall be assessed or levied or
charged to such real property portion of the Property.

          5.1.20   LEASING MATTERS. Any Leases with respect to the Property
written after the date hereof, for more than the Relevant Leasing Threshold
square footage, shall be subject to the prior written approval of Lender, which
approval may be given or withheld in the sole discretion of Lender. Lender shall
approve or disapprove any such Lease within ten (10) Business Days of Lender's
receipt of a final execution draft of such Lease (including all exhibits,
schedules, supplements, addenda or other agreements relating thereto) and a
written notice from Borrower requesting Lender's approval to such Lease, and
such Lease shall be deemed approved, if Lender does not disapprove such Lease
within said ten (10) Business Day period PROVIDED such written notice
conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF
THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT
RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF
SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with executed
copies of all Leases. All renewals of Leases and all proposed Leases shall
provide for rental rates comparable to existing local market rates (unless such
rental rates are otherwise set forth in the Leases executed prior to the date
hereof). All proposed Leases shall be on commercially reasonable terms and shall
not contain any terms which would materially affect Lender's rights under the
Loan Documents. All Leases executed after the date hereof shall provide that
they are subordinate to the Mortgage encumbering the Property and that the
tenant thereunder agrees to attorn to Lender or any purchaser at a sale by

                                       40


foreclosure or power of sale. Borrower (i) shall observe and perform the
obligations imposed upon the lessor under the Leases in a commercially
reasonable manner; (ii) shall enforce the terms, covenants and conditions
contained in the Leases upon the part of the tenant thereunder to be observed or
performed in a commercially reasonable manner and in a manner not to impair the
value of the Property involved except that no termination by Borrower or
acceptance of surrender by a tenant of any Lease shall be permitted unless by
reason of a tenant default and then only in a commercially reasonable manner to
preserve and protect the Property PROVIDED, HOWEVER, that no such termination or
surrender of any Lease covering more than the Relevant Leasing Threshold will be
permitted without the written consent of Lender which consent may be withheld in
the sole discretion of Lender"; (iii) shall not collect any of the rents more
than one (1) month in advance (other than security deposits); (iv) shall not
execute any other assignment of lessor's interest in the Leases or the Rents
(except as contemplated by the Loan Documents); (v) shall not alter, modify or
change the terms of the Leases in a manner inconsistent with the provisions of
the Loan Documents without the prior written consent of Lender, which consent
may be withheld in the sole discretion of Lender; and (vi) shall execute and
deliver at the request of Lender all such further assurances, confirmations and
assignment in connection with the Leases as Lender shall from time to time
reasonably require. Notwithstanding the foregoing, Borrower may, without the
prior written consent of Lender, terminate any Lease which demises less than the
Relevant Leasing Threshold under any of the following circumstances: (i) the
tenant under said Lease is in default beyond any applicable grace and cure
period, and Borrower has the right to terminate such Lease; (ii) such
termination is permitted by the terms of the Lease in question and Borrower has
secured an obligation from a third party to lease the space under the Lease to
be terminated at a rental equal to or higher than the rental due under the Lease
to be terminated; and (iii) if the tenant under the Lease to be terminated, has
executed a right under said Lease to terminate its lease upon payment of a
termination fee to Borrower, and has in fact terminated its lease and paid said
fee, Borrower may accept said termination.

          5.1.21   ALTERATIONS. Subject to the rights of tenants to make
alterations pursuant to the terms of their respective Leases, Borrower shall
obtain Lender's prior written consent to any alterations to any Improvements,
which consent shall not be unreasonably withheld or delayed except with respect
to alterations that may have a material adverse effect on Borrower's financial
condition, the value of the Property or the Net Operating Income.
Notwithstanding the foregoing, Lender's consent shall not be required in
connection with any alterations that will not have a material adverse effect on
Borrower's financial condition, the value of the Property or the Net Operating
Income, provided that such alterations are made in connection with (a) tenant
improvement work performed pursuant to the terms of any Lease executed on or
before the date hereof, (b) tenant improvement work performed pursuant to the
terms and provisions of a Lease and not adversely affecting any structural
component of any Improvements, any utility or HVAC system contained in any
Improvements or the exterior of any building constituting a part of any
Improvements, (c) alterations performed in connection with the restoration of
the Property after the occurrence of a casualty in accordance with the terms and
provisions of this Agreement or (d) any structural alteration which costs less
than $50,000.00 in the aggregate for all components thereof which constitute
such alteration or any non-structural alteration which costs less than
$100,000.00 in the aggregate for all components thereof which constitute such
alteration. If the total unpaid amounts due and payable with respect to
alterations to the Improvements at the Property (other than such amounts to be
paid or reimbursed by tenants under the Leases) shall at any time equal or
exceed $350,000.00 (the "THRESHOLD AMOUNT"), Borrower, upon Lender's

                                       41


request, shall promptly deliver to Lender as security for the payment of such
amounts and as additional security for Borrower's obligations under the Loan
Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other
securities having a rating acceptable to Lender and that the applicable Rating
Agencies have confirmed in writing will not, in and of itself, result in a
downgrade, withdrawal or qualification of the initial, or, if higher, then
current ratings assigned in connection with any Securitization, or (D) a
completion bond or letter of credit issued by a financial institution having a
rating by Standard & Poor's Ratings Group of not less than A-1+ if the term of
such bond or letter of credit is no longer than three (3) months or, if such
term is in excess of three (3) months, issued by a financial institution having
a rating that is acceptable to Lender and that the applicable Rating Agencies
have confirmed in writing will not, in and of itself, result in a downgrade,
withdrawal or qualification of the initial, or, if higher, then current ratings
assigned in connection with any Securitization. Such security shall be in an
amount equal to the excess of the total unpaid amounts with respect to
alterations to the Improvements on the Property (other than such amounts to be
paid or reimbursed by tenants under the Leases) over the Threshold Amount and,
if cash, may be applied from time to time, at the option of Borrower, to pay for
such alterations. At the option of Lender, following the occurrence and during
the continuance of an Event of Default, Lender may terminate any of the
alterations and use the deposit to restore the Property to the extent necessary
to prevent any material adverse effect on the value of the Property.

          5.1.22   INTENTIONALLY OMITTED.

          5.1.23   INTENTIONALLY OMITTED.

          Section 5.2   NEGATIVE COVENANTS. From the date hereof until payment
and performance in full of all obligations of Borrower under the Loan Documents
or the earlier release of the Lien of the Mortgage encumbering the Property in
accordance with the terms of this Agreement and the other Loan Documents,
Borrower covenants and agrees with Lender that it will not do, directly or
indirectly, any of the following:

          5.2.1    OPERATION OF PROPERTY. Borrower shall not, without the prior
consent of Lender, terminate the Management Agreement or otherwise replace the
Manager or enter into any other management agreement with respect to the
Property unless the Manager is in default thereunder beyond any applicable grace
or cure period, in which event no consent by Lender shall be required. Lender
agrees that its consent will not be unreasonably withheld, delayed or
conditioned provided that the Person chosen by Borrower as the replacement
Manager is a Qualifying Manager and provided further that Borrower shall deliver
an acceptable non-consolidation opinion covering such replacement Manager if
such Person was not covered by any such opinion delivered at the closing of the
Loan.

          5.2.2    LIENS. Borrower shall not, without the prior written consent
of Lender, create, incur, assume or suffer to exist any Lien on any portion of
the Property or permit any such action to be taken, except:

          (i)      Permitted Encumbrances;

          (ii)     Liens created by or permitted pursuant to the Loan Documents;
     and

                                       42


          (iii)    Liens for Taxes or Other Charges not yet due (or that
     Borrower is contesting in accordance with the terms of Sections 5.1.2
     hereof).

          5.2.3    DISSOLUTION. Borrower shall not (a) engage in any
dissolution, liquidation or consolidation or merger with or into any other
business entity, (b) engage in any business activity not related to the
ownership and operation of the Property, (c) transfer, lease or sell, in one
transaction or any combination of transactions, the assets or all or
substantially all of the properties or assets of Borrower except to the extent
permitted by the Loan Documents, (d) modify, amend, waive or terminate its
organizational documents or its qualification and good standing in any
jurisdiction or (e) cause General Partner to (i) dissolve, wind up or liquidate
or take any action, or omit to take an action, as a result of which General
Partner would be dissolved, wound up or liquidated in whole or in part, or (ii)
amend, modify, waive or terminate the certificate of limited partnership or
partnership agreement of General Partner, in each case, without obtaining the
prior written consent of Lender or Lender's designee.

          5.2.4    CHANGE IN BUSINESS. Borrower shall not enter into any line of
business other than the ownership and operation of the Property, or make any
material change in the scope or nature of its business objectives, purposes or
operations, or undertake or participate in activities other than the continuance
of its present business.

          5.2.5    DEBT CANCELLATION. Borrower shall not cancel or otherwise
forgive or release any claim or debt (other than termination of Leases in
accordance herewith) owed to Borrower by any Person, except for adequate
consideration and in the ordinary course of Borrower's business.

          5.2.6    AFFILIATE TRANSACTIONS. Borrower shall not enter into, or be
a party to, any transaction with an Affiliate of Borrower or any of the partners
of Borrower except in the ordinary course of business and on terms which are
fully disclosed to Lender in advance and are no less favorable to Borrower or
such Affiliate than would be obtained in a comparable arm's-length transaction
with an unrelated third party.

          5.2.7    ZONING. Borrower shall not initiate or consent to any zoning
reclassification of any portion of the Property or seek any variance under any
existing zoning ordinance or use or permit the use of any portion of the
Property in any manner that could result in such use becoming a non-conforming
use under any zoning ordinance or any other applicable land use law, rule or
regulation, without the prior consent of Lender.

          5.2.8    ASSETS. Borrower shall not purchase or own any properties
other than the Property.

          5.2.9    DEBT. Borrower shall not create, incur or assume any
Indebtedness other than the Debt except to the extent expressly permitted
hereby.

          5.2.10   NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of the Property with (a) any other real property
constituting a tax lot separate from the Property, or (b) any portion of the
Property which may be deemed to constitute personal property, or any other
procedure whereby the Lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to the Property.

                                       43


          5.2.11   INTENTIONALLY DELETED.

          5.2.12   ERISA. (a) Borrower shall not engage in any transaction which
would cause any obligation, or action taken or to be taken, hereunder (or the
exercise by Lender of any of its rights under the Note, this Agreement or the
other Loan Documents) to be a non-exempt (under a statutory or administrative
class exemption) prohibited transaction under ERISA.

          (b)      Borrower further covenants and agrees to deliver to Lender
such certifications or other evidence from time to time throughout the term of
the Loan, as requested by Lender in its sole discretion, that (A) Borrower is
not and does not maintain an "employee benefit plan" as defined in Section 3(3)
of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within
the meaning of Section 3(3) of ERISA; (B) Borrower is not subject to state
statutes regulating investments and fiduciary obligations with respect to
governmental plans; and (C) one or more of the following circumstances is true:

          (i)      Equity interests in Borrower are publicly offered securities,
     within the meaning of 29 C.F.R. Section 2510.3-101(b)(2);

          (ii)     Less than twenty-five percent (25%) of each outstanding class
     of equity interests in Borrower are held by "benefit plan investors" within
     the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or

          (iii)    Borrower qualifies as an "operating company" or a "real
     estate operating company" within the meaning of 29 C.F.R. Section
     2510.3-101(c) or (e).

          5.2.13   TRANSFERS. Unless such action is permitted by the provisions
of this Section 5.2.13, Borrower will not (i) sell, assign, convey, transfer or
otherwise dispose of its interests in the Property or any part thereof, (ii)
permit any owner, directly or indirectly, of an ownership interest in the
Property, to transfer such interest, whether by transfer of stock or other
interest in Borrower or any entity, or otherwise, (iii) incur Indebtedness, (iv)
mortgage, hypothecate or otherwise encumber or grant a security interest in the
Property or any part thereof, (v) sell, assign, convey, transfer, mortgage,
encumber, grant a security interest in, or otherwise dispose of any direct or
indirect ownership interest in Borrower, or permit any owner of an interest in
Borrower to do the same, or (vi) file a declaration of condominium with respect
to the Property (any of the foregoing transactions, a "TRANSFER"). For purposes
hereof, a "Transfer" shall not include any issuance, sale or transfer of
interests in Inland Retail Real Estate Trust, Inc. or Inland Western Retail Real
Estate Trust, Inc.

          (a)      On and after the date that is twelve (12) months following
the Closing Date, Lender shall not withhold its consent to a Transfer of the
Property, provided that the following conditions are satisfied:

          (1)      the transferree of the Property shall be a Special Purpose
                   Entity (the "TRANSFEREE") which at the time of such transfer
                   will be in compliance with the covenants contained in Section
                   5.1.1 and the representations contained in 4.1.30 hereof and
                   which shall have assumed in writing (subject to the terms of
                   Section 9.4 hereof) and agreed to comply with all the terms,
                   covenants and conditions set forth in this Loan Agreement and

                                       44


                   the other Loan Documents, expressly including the covenants
                   contained in Section 5.1.1 and the representations contained
                   in 4.1.30 hereof;

          (2)      if requested by Lender, Borrower shall deliver confirmation
                   in writing from the Rating Agencies that such proposed
                   Transfer will not cause a downgrading, withdrawal or
                   qualification of the then current rating of any securities
                   issued pursuant to such Securitization;

          (3)      if Manager does not act as manager of the transferred
                   Property then the manager of the Property must be a
                   Qualifying Manager;

          (4)      no Event of Default shall have occurred and be continuing;

          (5)      if required or requested by any of the Rating Agencies,
                   Borrower shall deliver a substantive non-consolidation
                   opinion with respect to Transferee, which opinion shall be
                   acceptable to Lender in its reasonable discretion;

          (6)      Borrower shall have paid (A) an assumption fee equal to one
                   percent (1.0%) of the then outstanding principal balance of
                   the Loan, and (B) the reasonable and customary third-party
                   expenses (including reasonable attorneys' fees and
                   disbursements) actually incurred by Lender in connection with
                   such Transfer; PROVIDED, HOWEVER, no assumption fee shall be
                   required for a Transfer of the Property to a Transferee
                   acceptable to Lender in connection with a joint venture
                   between Inland Retail Real Estate Trust, Inc. or Inland
                   Retail Real Estate Limited Partnership and an institution
                   acceptable to Lender provided Inland Retail Real Estate
                   Trust, Inc., or an Affiliate wholly-owned (directly or
                   indirectly) by Inland Retail Real Estate Trust, Inc., owns at
                   least twenty percent (20%) of the ownership interests in such
                   Transferee and for which Inland Retail Real Estate Trust,
                   Inc., or an Affiliate wholly-owned (directly or indirectly)
                   by Inland Retail Real Estate Trust, Inc., is the managing
                   entity and otherwise maintains operational and managerial
                   control of such Transferee, provided that Borrower shall pay
                   all of Lender's reasonable and customary third-party expenses
                   (including reasonable attorneys' fees and disbursements)
                   actually incurred by Lender in connection with such Transfer
                   and a processing fee of $5,000.

Lender shall approve or disapprove any proposed Transfer governed by this
Section 5.2.13(a) within thirty (30) days of Lender's receipt of a written
notice from Borrower requesting Lender's approval, provided such notice includes
all information necessary to make such decision, and further provided that such
written notice from Borrower shall conspicuously state, in large bold type, that
"PURSUANT TO SECTION 5.2.13 OF THE LOAN AGREEMENT, A RESPONSE IS REQUIRED
WITHIN THIRTY (30) DAYS OF LENDER'S RECEIPT OF THIS WRITTEN NOTICE". If Lender
fails to disapprove any such matter within such period, Borrower shall provide a
second written notice requesting approval, which written notice shall
conspicuously state, in large bold type, that "PURSUANT TO SECTION 5.2.13 OF THE
LOAN AGREEMENT, THE MATTER DESCRIBED HEREIN SHALL BE DEEMED

                                       45


APPROVED IF LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) DAYS OF
LENDER'S RECEIPT OF THIS WRITTEN NOTICE". Thereafter, if Lender does not
disapprove such matter within said ten (10) day period such matter shall be
deemed approved.

          (b)      On and after the date that is twelve (12) months following
the Closing Date, Lender shall not withhold its consent to, and shall not charge
an assumption fee in connection with, (1) a Transfer of up to, in the
aggregate, forty-nine percent (49%) of the direct or indirect ownership
interests in Borrower, or (2) a Transfer of greater than forty-nine percent
(49%) of the direct or indirect ownership interests in Borrower, PROVIDED that
(A) such transfer is to a Qualified Entity (as defined below), and (B) Borrower
shall pay all of Lender's reasonable and customary third-party expenses
(including reasonable attorneys' fees and disbursements) actually incurred by
Lender in connection with such Transfer and a processing fee of $5,000. For
purposes of this Agreement, a "QUALIFIED ENTITY" shall mean an entity (x) with a
net worth of $200,000,000 or more, (y) with sufficient experience (determined by
Lender in its reasonable discretion) in the ownership and management of
properties similar to the Property, and (z) which owns or manages retail
properties containing at least 500,000 square feet of gross leasable area. If
required or requested by any of the Rating Agencies, Borrower shall deliver a
substantive non-consolidation opinion with respect to any party not now owning
more than 49% of the ownership interests in Borrower acquiring more than 49% of
the ownership interests in Borrower.

          (c)      Notwithstanding anything in this Section 5.2.13 to the
contrary, on or after the date that is twelve (12) months after the Closing
Date, Borrower shall be permitted to Transfer the entire Property to a
newly-formed Special Purpose Entity ("PERMITTED AFFILIATE TRANSFEREE") which
shall be wholly-owned subsidiary of Inland Western Retail Real Estate Trust,
Inc. ("WESTERN REIT"), Inland Southeastern Retail Real Estate Trust, Inc.
("SOUTHEASTERN REIT"), or Inland Midwest Retail Real Estate Trust, Inc.
("MIDWEST REIT") which shall be approved by Lender by the Closing Date
("PERMITTED AFFILIATE TRANSFER"), provided (1) no Event of Default shall have
occurred and be continuing, (2) with respect to Western REIT, Southeastern REIT
or Midwest REIT, as the case may be, unless and until such entity has a net
worth, as determined by Lender of $100,000,000 or more, Inland Real Estate
Investment Corp. shall remain the Indemnitor, (3) unless and until Western REIT,
Southeastern REIT or Midwest REIT, as the case may be, satisfies the financial
criteria established for Inland Retail Real Estate Trust, Inc. in Section
6.1(a)(viii) hereof, at which time Western REIT, Southeastern REIT or Midwest
REIT, as the case may be, shall be entitled to be the "Terrorism Insurance
Guarantor" for the related Properties, no Permitted Affiliate Transferee shall
be entitled to the benefits of Section 6.1(a)(viii)(I) or (II) hereof, and (4)
Borrower shall have paid all reasonable and customary third party expenses
(including reasonable attorneys' fees and disbursements) actually incurred by
Lender in connection with such Transfer, as well as a processing fee of $5,000.

          (d)      Notwithstanding anything in this Section 5.2.13 to the
contrary, at any time within the first thirty (30) days after the Closing Date,
Western REIT (or an entity wholly owned and controlled by Western REIT) shall be
entitled to acquire all, but not less than all, of the membership interests in
Borrower's sole limited partner and sole general partner, provided (1) no Event
of Default shall have occurred and be continuing, (2) unless and until Western
REIT has a net worth, as determined by Lender of $100,000,000 or more (at which
time Western

                                       46


REIT shall be permitted to be the Indemnitor and the "Terrorism Insurance
Guarantor" hereunder), Inland Real Estate Investment Corporation shall remain
the Indemnitor and the "Terrorism Insurance Guarantor", and (4) Borrower shall
have paid all reasonable and customary third party expenses (including
reasonable attorneys' fees and disbursements) actually incurred by Lender in
connection with such Transfer.

          (e)      Borrower, without the consent of Lender, may grant easements,
restrictions, covenants, reservations and rights of way in the ordinary course
of business for water and sewer lines, telephone and telegraph lines, electric
lines and other utilities or for other similar purposes, provided that no
transfer, conveyance or encumbrance shall materially impair the utility and
operation of the Property or materially adversely affect the value of the
Property or the Net Operating Income of the Property. If Borrower shall receive
any consideration in connection with any of said described transfers or
conveyances, Borrower shall have the right to use any such proceeds in
connection with any alterations performed in connection therewith, or required
thereby. In connection with any transfer, conveyance or encumbrance permitted
above, the Lender shall execute and deliver any instrument reasonably necessary
or appropriate to evidence its consent to said action or to subordinate the Lien
of the Mortgage to such easements, restrictions, covenants, reservations and
rights of way or other similar grants upon receipt by the Lender of: (A) a copy
of the instrument of transfer; and (B) an Officer's Certificate stating with
respect to any transfer described above, that such transfer does not materially
impair the utility and operation of the Property or materially reduce the value
of the Property or the Net Operating Income of the Property.

                                   ARTICLE VI

                        INSURANCE; CASUALTY; CONDEMNATION

          Section 6.1   INSURANCE. (a) Borrower shall obtain and maintain, or
cause to be maintained, insurance for Borrower and the Property providing at
least the following coverages:

          (i)      comprehensive all risk insurance on the Improvements and the
     Personal Property, including contingent liability from Operation of
     Building Laws, Demolition Costs and Increased Cost of Construction
     Endorsements, in each case (A) in an amount equal to one hundred percent
     (100%) of the "Full Replacement Cost," which for purposes of this Agreement
     shall mean actual replacement value (exclusive of costs of excavations,
     foundations, underground utilities and footings) with a waiver of
     depreciation, but the amount shall in no event be less than the outstanding
     principal balance of the Loan; (B) containing an agreed amount endorsement
     with respect to the Improvements and Personal Property waiving all
     co-insurance provisions; (C) providing for no deductible in excess of Ten
     Thousand and No/100 Dollars ($10,000) for all such insurance coverage; and
     (D) containing an "Ordinance or Law Coverage" or "Enforcement" endorsement
     if any of the Improvements or the use of the Property shall at any time
     constitute legal non-conforming structures or uses. In addition, Borrower
     shall obtain: (y) if any portion of the Improvements is currently or at any
     time in the future located in a federally designated "special flood hazard
     area", flood hazard insurance in an amount equal to the lesser of (1) the
     outstanding principal balance of the Note or (2) the maximum amount of such
     insurance available under the National Flood Insurance Act of 1968, the
     Flood

                                       47


     Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
     of 1994, as each may be amended or such greater amount as Lender shall
     require; and (z) earthquake insurance in amounts and in form and substance
     satisfactory to Lender in the event the Property is located in an area with
     a high degree of seismic activity, provided that the insurance pursuant to
     clauses (y) and (z) hereof shall be on terms consistent with the
     comprehensive all risk insurance policy required under this subsection (i).

          (ii)     commercial general liability insurance against claims for
     personal injury, bodily injury, death or property damage occurring upon, in
     or about the Property, such insurance (A) to be on the so-called
     "occurrence" form with a combined limit, including umbrella coverage, of
     not less than Five Million and No/100 Dollars ($5,000,000.00); (B) to
     continue at not less than the aforesaid limit until required to be changed
     by Lender in writing by reason of changed economic conditions making such
     protection inadequate; and (C) to cover at least the following hazards: (1)
     premises and operations; (2) products and completed operations on an "if
     any" basis; (3) independent contractors; (4) blanket contractual liability
     for all legal contracts; and (5) contractual liability covering the
     indemnities contained in Article 9 of the Mortgage to the extent the same
     is available;

          (iii)    business income insurance (A) with loss payable to Lender;
     (B) covering all risks required to be covered by the insurance provided for
     in subsection (i) above; (C) covering rental losses or business
     interruption, as may be applicable, for a period of at least twelve (12)
     months after the date of the casualty and containing an extended period of
     indemnity endorsement which provides that after the physical loss to the
     Improvements and Personal Property has been repaired, the continued loss of
     income will be insured until such income either returns to the same level
     it was at prior to the loss, or the expiration of six (6) months from the
     date that the Property is repaired or replaced and operations are resumed,
     whichever first occurs, and notwithstanding that the policy may expire
     prior to the end of such period; and (D) in an annual amount equal to
     (100%) of the rents or estimated gross revenues from the operation of the
     Property (as reduced to reflect expenses not incurred during Restoration).
     The amount of such business income insurance shall be determined prior to
     the date hereof and at least once each year thereafter based on Borrower's
     reasonable estimate of the gross income from the Property for the
     succeeding twelve (12) month period. All proceeds payable to Lender
     pursuant to this subsection shall be held by Lender and shall be applied to
     the obligations secured by the Loan Documents from time to time due and
     payable hereunder and under the Note; PROVIDED, HOWEVER, that nothing
     herein contained shall be deemed to relieve Borrower of its obligations to
     pay the obligations secured by the Loan Documents on the respective dates
     of payment provided for in the Note and the other Loan Documents except to
     the extent such amounts are actually paid out of the proceeds of such
     business income insurance;

          (iv)     at all times during which structural construction, repairs or
     alterations are being made with respect to the Improvements, and only if
     the Property coverage form does not otherwise apply, (A) owner's contingent
     or protective liability insurance covering claims not covered by or under
     the terms or provisions of the above mentioned commercial general liability
     insurance policy; and (B) the insurance provided for in subsection (i)
     above written in a so-called builder's risk completed value form (1) on a

                                       48


     non-reporting basis, (2) against all risks insured against pursuant to
     subsection (i) above, (3) including permission to occupy the Property, and
     (4) with an agreed amount endorsement waiving co-insurance provisions;

          (v)      workers' compensation, subject to the statutory limits of the
     State;

          (vi)     comprehensive boiler and machinery insurance, if applicable,
     in amounts as shall be reasonably required by Lender on terms consistent
     with the commercial property insurance policy required under subsection (i)
     above;

          (vii)    umbrella liability insurance in an amount not less than Five
     Million and No/100 Dollars ($5,000,000.00) per occurrence on terms
     consistent with the commercial general liability insurance policy required
     under subsection (ii) above;

          (viii)   if any of the policies of insurance covering the risks
     required to be covered under subsections (i) through (vii) above contains
     an exclusion from coverage for acts of terrorism, Borrower shall obtain and
     maintain a separate policy providing such coverages in the event of any act
     of terrorism, provided such coverage is commercially available for
     properties similar to the Property and located in or around the region in
     which the Property is located. Notwithstanding the foregoing, Borrower
     shall not be required to obtain such a policy, provided (I) Borrower
     confirms to Lender, in writing, that it shall protect and hold Lender
     harmless from any losses associated with such risks by, among other things,
     either (A) depositing with Lender sums sufficient to pay for all uninsured
     costs related to a Restoration of the Property following any act of
     terrorism (which sum shall be treated as a Net Proceeds Deficiency), or (B)
     provided such act of terrorism occurs on or after the Permitted Prepayment
     Date, prepaying the Loan in accordance with the terms hereof, including,
     without limitation, the payment of any Prepayment Consideration due in
     connection therewith; (II) Inland Real Estate Investment, Corp. ("TERRORISM
     INSURANCE GUARANTOR") executes a guaranty, in form and substance
     satisfactory to Lender, guaranteeing in the event of any act of terrorism,
     payment to Lender of any sums that Borrower is obligated to pay to Lender
     under clause (I) above (which shall be applied in accordance with Section
     6.4 hereof) and (III) Terrorism Insurance Guarantor maintains a net worth
     of at least $300,000,000 (as determined by such entity's most recent
     audited financial statements), such entity maintains a direct or indirect
     ownership interest in Borrower, and the aggregate loan-to-value ratio (as
     determined by Lender) ("LTV") for all properties on which such entity has a
     direct or indirect ownership interest shall not exceed 55%, however,
     Terrorism Insurance Guarantor may exceed the 55% LTV for a period not to
     exceed six (6) months out of any twelve (12) month period either 1) during
     the time period when Terrorism Insurance Guarantor is offering securities
     to the public, or 2) when in the business judgement of Terrorism Insurance
     Guarantor, exceeding an LTV of 55% is necessary given existing
     circumstances of the credit environment, but in no event shall the LTV
     exceed 65% if Terrorism Insurance Guarantor maintains a net worth greater
     than or equal to $300,000,000, but less than $400,000,000, or 70% if
     Terrorism Insurance Guarantor maintains a net worth of at least
     $400,000,000.

                                       49


          (ix)     upon sixty (60) days' written notice, such other reasonable
     insurance and in such reasonable amounts as Lender from time to time may
     reasonably request against such other insurable hazards which at the time
     are commonly insured against for property similar to the Property located
     in or around the region in which the Property is located.

          (b)      All insurance provided for in Section 6.1(a) shall be
obtained under valid and enforceable policies (collectively, the "POLICIES" or
in the singular, the "POLICY"), and shall be subject to the approval of Lender
as to insurance companies, amounts, deductibles, loss payees and insureds. The
Policies shall be issued by financially sound and responsible insurance
companies authorized to do business in the State and having a rating of "A:X" or
better in the current Best's Insurance Reports and a claims paying ability
rating of "AA" or better by at least two (2) of the Rating Agencies including,
(i) Standard & Poor's Ratings Group, and (ii) Moody's Investors Services, Inc.
if Moody's Investors Service, Inc. is rating the Securities. The Policies
described in Section 6.1 (other than those strictly limited to liability
protection) shall designate Lender as loss payee. Not less than ten (10) days
prior to the expiration dates of the Policies theretofore furnished to Lender,
certificates of insurance evidencing the Policies accompanied by evidence
satisfactory to Lender of payment of the premiums due thereunder (the "INSURANCE
PREMIUMS"), shall be delivered by Borrower to Lender.

          (c)      Any blanket insurance Policy shall specifically allocate to
the Property the amount of coverage from time to time required hereunder and
shall otherwise provide the same protection as would a separate Policy insuring
only the Property in compliance with the provisions of Section 6.1(a).

          (d)      All Policies of insurance provided for or contemplated by
Section 6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall
name Borrower, or the Tenant, as the insured and Lender as the additional
insured, as its interests may appear, and in the case of property damage, boiler
and machinery, flood and earthquake insurance, shall contain a so-called New
York standard non-contributing mortgagee clause in favor of Lender providing
that the loss thereunder shall be payable to Lender.

          (e)      All Policies of insurance provided for in Section 6.1(a)
shall contain clauses or endorsements to the effect that:

          (i)      no act or negligence of Borrower, or anyone acting for
     Borrower, or of any Tenant or other occupant, or failure to comply with the
     provisions of any Policy, which might otherwise result in a forfeiture of
     the insurance or any part thereof, shall in any way affect the validity or
     enforceability of the insurance insofar as Lender is concerned;

          (ii)     the Policy shall not be materially changed (other than to
     increase the coverage provided thereby) or canceled without at least thirty
     (30) days' written notice to Lender and any other party named therein as an
     additional insured;

          (iii)    the issuers thereof shall give written notice to Lender if
     the Policy has not been renewed fifteen (15) days prior to its expiration;
     and

                                       50


          (iv)     Lender shall not be liable for any Insurance Premiums thereon
     or subject to any assessments thereunder.

          (f)      If at any time Lender is not in receipt of written evidence
that all insurance required hereunder is in full force and effect, Lender shall
have the right, after ten (10) Business Days written notice to Borrower, to take
such action as Lender deems necessary to protect its interest in the Property,
including, without limitation, the obtaining of such insurance coverage as
Lender in its sole discretion deems appropriate. All premiums incurred by Lender
in connection with such action or in obtaining such insurance and keeping it in
effect shall be paid by Borrower to Lender upon demand and, until paid, shall be
secured by the Mortgage and shall bear interest at the Default Rate. If Borrower
fails in so insuring the Property or in so assigning and delivering the
Policies, Lender may, at its option, obtain such insurance using such carriers
and agencies as Lender shall elect from year to year and pay the premiums
therefor, and Borrower will reimburse Lender for any premium so paid, with
interest thereon as stated in the Note from the time of payment, on demand, and
the amount so owning to Lender shall be secured by the Mortgage. The insurance
obtained by Lender may, but need not, protect Borrower's interest and the
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in connection with the Property.

          Section 6.2   CASUALTY. If the Property shall be damaged or destroyed,
in whole or in part, by fire or other casualty (a "CASUALTY"), Borrower (a)
shall give to Lender prompt notice of such damage reasonably estimated by
Borrower to cost more than One Hundred Thousand Dollars ($100,000.00) to repair,
and (b) shall promptly commence and diligently prosecute the completion of the
repair and restoration of the Property as nearly as possible to the condition
the Property was in immediately prior to such fire or other casualty, with such
alterations as may be reasonably approved by Lender (a "RESTORATION") and
otherwise in accordance with Section 6.4. Borrower shall pay all costs of such
Restoration whether or not such costs are covered by insurance. Lender may, but
shall not be obligated to make proof of loss if not made promptly by Borrower.

          Section 6.3   CONDEMNATION. Borrower shall promptly give Lender notice
of the actual or threatened commencement of any proceeding for the Condemnation
of the Property and shall deliver to Lender copies of any and all papers served
in connection with such proceedings. Lender may participate in any such
proceedings, and Borrower shall from time to time deliver to Lender all
instruments requested by it to permit such participation. Borrower shall, at its
expense, diligently prosecute any such proceedings, and shall consult with
Lender, its attorneys and experts, and cooperate with them in the carrying on or
defense of any such proceedings. Notwithstanding any taking by any public or
quasi-public authority through Condemnation or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Borrower shall continue to pay the Debt at the time and in the
manner provided for its payment in the Note and in this Agreement and the Debt
shall not be reduced until any Award shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to the
reduction or discharge of the Debt. Lender shall not be limited to the interest
paid on the Award by the condemning authority but shall be entitled to receive
out of the Award interest at the rate or rates provided herein or in the Note.
If the Property or any portion thereof is taken by a condemning authority,
Borrower shall promptly commence and diligently prosecute the Restoration of the
Property and otherwise comply with the provisions of

                                       51


Section 6.4. If the Property is sold, through foreclosure or otherwise, prior to
the receipt by Lender of the Award, Lender shall have the right, whether or not
a deficiency judgment on the Note shall have been sought, recovered or denied,
to receive the Award, or a portion thereof sufficient to pay the Debt.

          Section 6.4   RESTORATION. The following provisions shall apply in
connection with the Restoration of the Property:

          (a)      If the Net Proceeds shall be less than Relevant Restoration
Threshold and the costs of completing the Restoration shall be less than the
Relevant Restoration Threshold, the Net Proceeds will be disbursed by Lender to
Borrower upon receipt, provided that all of the conditions set forth in clauses
(A), (E), (F), (G), (H), (J) and (L) of Section 6.4(b)(i) below are met and
Borrower delivers to Lender a written undertaking to expeditiously commence and
to satisfactorily complete with due diligence the Restoration in accordance with
the terms of this Agreement.

          (b)      If the Net Proceeds are equal to or greater than the Relevant
Restoration Threshold or the costs of completing the Restoration is equal to or
greater than the Relevant Restoration Threshold, then in either case, Lender
shall make the Net Proceeds available for the Restoration in accordance with the
provisions of this Section 6.4(b). The term "NET PROCEEDS" for purposes of this
Section 6.4 shall mean: (x) the net amount of all insurance proceeds received by
Lender pursuant to Section 6.1 (a)(i), (iv), (vi) and (viii) as a result of such
damage or destruction, after deduction of its reasonable costs and expenses
(including, but not limited to, reasonable counsel fees), if any, in collecting
same ("INSURANCE PROCEEDS"), or (y) the net amount of the Award, after deduction
of its reasonable costs and expenses (including, but not limited to, reasonable
counsel fees), if any, in collecting same ("CONDEMNATION PROCEEDS"), whichever
the case may be.

          (i)      The Net Proceeds shall be made available to Borrower for
     Restoration provided that each of the following conditions are met:

                         (A)  no Event of Default shall have occurred and be
                   continuing;

                         (B)  (1) in the event the Net Proceeds are Insurance
                   Proceeds, and (x) less than twenty-five percent (25%) of the
                   total floor area of the Improvements on the Property has
                   been damaged, destroyed or rendered unusable as a result of
                   such fire or other casualty, or (y) Borrower is required
                   under any Lease exceeding the Relevant Leasing Threshold to
                   use the Net Proceeds for the restoration of the Property, or
                   (2) in the event the Net Proceeds are Condemnation Proceeds,
                   and (x) less than ten percent (10%) of the land constituting
                   the Property is taken, and such land is located along the
                   perimeter or periphery of the Property, and no portion of the
                   Improvements is located on such land, or (y) Borrower is
                   required under any Lease exceeding the Relevant Leasing
                   Threshold to use the Net Proceeds for the restoration of the
                   Property;

                                       52


                         (C)  Leases demising in the aggregate a percentage
                   amount equal to or greater than the Rentable Space Percentage
                   of the total rentable space in the Property which has been
                   demised under executed and delivered Leases in effect as of
                   the date of the occurrence of such fire or other casualty or
                   taking, whichever the case may be, shall remain in full force
                   and effect during and after the completion of the
                   Restoration, notwithstanding the occurrence of any such fire
                   or other casualty or taking, whichever the case may be, and
                   will make all necessary repairs and restorations thereto at
                   their sole cost and expense. The term "RENTABLE SPACE
                   PERCENTAGE" shall mean (x) in the event the Net Proceeds are
                   Insurance Proceeds, a percentage amount equal to fifty
                   percent (50%) and (y) in the event the Net Proceeds are
                   Condemnation Proceeds, a percentage amount equal to fifty
                   percent (50%);

                         (D)  Borrower shall commence the Restoration as soon as
                   reasonably practicable (but in no event later than ninety
                   (90) days after such damage or destruction or taking,
                   whichever the case may be, occurs) and shall diligently
                   pursue the same to satisfactory completion;

                         (E)  Lender shall be satisfied that any operating
                   deficits, including all scheduled payments of principal and
                   interest under the Note, which will be incurred with respect
                   to the Property as a result of the occurrence of any such
                   fire or other casualty or taking, whichever the case may be,
                   will be covered out of (1) the Net Proceeds, (2) the
                   insurance coverage referred to in Section 6.1(a)(iii), if
                   applicable, or (3) by other funds of Borrower;

                         (F)  Lender shall be satisfied that the Restoration
                   will be completed on or before the earliest to occur of (1)
                   the Maturity Date, (2) the earliest date required for such
                   completion under the terms of any Leases, (3) such time as
                   may be required under applicable zoning law, ordinance, rule
                   or regulation in order to repair and restore the Property to
                   the condition it was in immediately prior to such fire or
                   other casualty or to as nearly as possible the condition it
                   was in immediately prior to such taking, as applicable or (4)
                   the expiration of the insurance coverage referred to in
                   Section 6.1(a)(iii);

                         (G)  the Property and the use thereof after the
                   Restoration will be in compliance with and permitted under
                   all applicable zoning laws, ordinances, rules and regulations
                   provided, however, that compliance with such zoning laws,
                   ordinances, rules and regulations (including, without
                   limitation, parking requirements) will not require
                   restoration of the Improvements or the Property to a size,
                   condition, or configuration materially different than that
                   which existed immediately prior to such Casualty or taking;

                                       53


                         (H)  the Restoration shall be done and completed by
                   Borrower in an expeditious and diligent fashion and in
                   compliance with all applicable governmental laws, rules and
                   regulations (including, without limitation, all applicable
                   environmental laws);

                         (I)  such fire or other casualty or taking, as
                   applicable, does not result in the loss of access to the
                   Property or the related Improvements;

                         (J)  the Debt Service Coverage Ratio, after giving
                   effect to the Restoration, shall be equal to or greater than
                   2.65:1.0;

                         (K)  Borrower shall deliver or cause to be delivered to
                   Lender a signed detailed budget approved in writing by
                   Borrower's architect or engineer stating the entire cost of
                   completing the Restoration, which budget should be consistent
                   with restoration budgets of similar retail properties then
                   owned and operated by nationally recognized owners and
                   operators of retail properties located in the areas in which
                   the Property is located; and

                         (L)  the Net Proceeds together with any cash or cash
                   equivalent deposited by Borrower with Lender are sufficient
                   in Lender's discretion to cover the cost of the Restoration.

          (ii)     The Net Proceeds shall be held by Lender in an interest
     bearing account and, until disbursed in accordance with the provisions of
     this Section 6.4(b), shall constitute additional security for the Debt and
     other obligations under the Loan Documents. The Net Proceeds shall be
     disbursed by Lender to, or as directed by, Borrower from time to time
     during the course of the Restoration, upon receipt of evidence satisfactory
     to Lender that (A) all materials installed and work and labor performed to
     be paid for out of the requested disbursement in connection with the
     Restoration have been performed, and (B) there exist no notices of
     pendency, stop orders, mechanic's or materialman's liens or notices of
     intention to file same, or any other liens or encumbrances of any nature
     whatsoever on the Property which have not either been fully bonded to the
     satisfaction of Lender and discharged of record or in the alternative fully
     insured to the satisfaction of Lender by the title company issuing the
     Title Insurance Policy.

          (iii)    All plans and specifications required in connection with the
     Restoration shall be subject to prior review and acceptance in all respects
     by Lender and by an independent consulting engineer selected by Lender (the
     "CASUALTY CONSULTANT"), such review and acceptance not to be unreasonably
     withheld or delayed. Lender shall have the use of the plans and
     specifications and all permits, licenses and approvals required or obtained
     in connection with the Restoration. The identity of the contractors,
     subcontractors and materialmen engaged in the Restoration, as well as the
     contracts under which they have been engaged, shall be subject to prior
     review and acceptance by Lender and the Casualty Consultant, such review
     and acceptance not to be unreasonably withheld or delayed. All costs and
     expenses incurred by Lender in connection with making the

                                       54


     Net Proceeds available for the Restoration including, without limitation,
     reasonable counsel fees and disbursements and the Casualty Consultant's
     fees, shall be paid by Borrower.

          (iv)     In no event shall Lender be obligated to make disbursements
     of the Net Proceeds in excess of an amount equal to the costs actually
     incurred from time to time for work in place as part of the Restoration, as
     certified by the Casualty Consultant, MINUS the Casualty Retainage. The
     term "CASUALTY RETAINAGE" shall mean an amount equal to ten percent (10%)
     of the costs actually incurred for work in place as part of the
     Restoration, as certified by the Casualty Consultant, until the Restoration
     has been completed. The Casualty Retainage shall in no event, and
     notwithstanding anything to the contrary set forth above in this Section
     6.4(b), be less than the amount actually held back by Borrower from
     contractors, subcontractors and materialmen engaged in the Restoration. The
     Casualty Retainage shall not be released until the Casualty Consultant
     certifies to Lender that the Restoration has been completed in accordance
     with the provisions of this Section 6.4(b) and that all approvals necessary
     for the re-occupancy and use of the Property have been obtained from all
     appropriate governmental and quasi-governmental authorities, and Lender
     receives evidence satisfactory to Lender that the costs of the Restoration
     have been paid in full or will be paid in full out of the Casualty
     Retainage; PROVIDED, HOWEVER, that Lender will release the portion of the
     Casualty Retainage being held with respect to any contractor, subcontractor
     or materialman engaged in the Restoration as of the date upon which the
     Casualty Consultant certifies to Lender that the contractor, subcontractor
     or materialman has satisfactorily completed all work and has supplied all
     materials in accordance with the provisions of the contractor's,
     subcontractor's or materialman's contract, the contractor, subcontractor or
     materialman delivers the lien waivers and evidence of payment in full of
     all sums due to the contractor, subcontractor or materialman as may be
     reasonably requested by Lender or by the title company issuing the Title
     Insurance Policy, and Lender receives an endorsement to the Title Insurance
     Policy insuring the continued priority of the lien of the Mortgage and
     evidence of payment of any premium payable for such endorsement. If
     required by Lender, the release of any such portion of the Casualty
     Retainage shall be approved by the surety company, if any, which has issued
     a payment or performance bond with respect to the contractor, subcontractor
     or materialman.

          (v)      Lender shall not be obligated to make disbursements of the
     Net Proceeds more frequently than once every calendar month.

          (vi)     If at any time the Net Proceeds or the undisbursed balance
     thereof shall not, in the reasonable opinion of Lender in consultation with
     the Casualty Consultant, be sufficient to pay in full the balance of the
     costs which are estimated by the Casualty Consultant to be incurred in
     connection with the completion of the Restoration, Borrower shall deposit
     the deficiency (the "NET PROCEEDS DEFICIENCY") with Lender before any
     further disbursement of the Net Proceeds shall be made. The Net Proceeds
     Deficiency deposited with Lender shall be held by Lender and shall be
     disbursed for costs actually incurred in connection with the Restoration on
     the same conditions applicable to the disbursement of the Net Proceeds, and
     until so disbursed pursuant to this Section 6.4(b)

                                       55


     shall constitute additional security for the Debt and other obligations
     under the Loan Documents.

          (vii)    The excess, if any, of the Net Proceeds and the remaining
     balance, if any, of the Net Proceeds Deficiency deposited with Lender after
     the Casualty Consultant certifies to Lender that the Restoration has been
     completed in accordance with the provisions of this Section 6.4(b), and the
     receipt by Lender of evidence satisfactory to Lender that all costs
     incurred in connection with the Restoration have been paid in full, shall
     be remitted by Lender to Borrower, provided no Event of Default shall have
     occurred and shall be continuing under the Note, this Agreement or any of
     the other Loan Documents.

          (c)      All Net Proceeds not required (i) to be made available for
the Restoration or (ii) to be returned to Borrower as excess Net Proceeds
pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the
payment of the Debt whether or not then due and payable in such order, priority
and proportions as Lender in its sole discretion shall deem proper (provided no
Event of Default exists, such Borrower shall not be required to pay any
Prepayment Consideration in connection with such payment), or, at the discretion
of Lender, the same may be paid, either in whole or in part, to Borrower for
such purposes as Lender shall designate, in its discretion.

          (d) In the event of foreclosure of the Mortgage with respect to the
Property, or other transfer of title to the Property in extinguishment in whole
or in part of the Debt all right, title and interest of Borrower in and to the
Policies that are not blanket Policies then in force concerning the Property and
all proceeds payable thereunder shall thereupon vest in the purchaser at such
foreclosure or Lender or other transferee in the event of such other transfer of
title.

          (e) Lender shall with reasonable promptness following any Casualty or
Condemnation notify Borrower whether or not Net Proceeds are required to be made
available to Borrower for restoration pursuant to this Section 6.4. All Net
Proceeds not required to be made available for Restoration shall be retained and
applied by Lender in accordance with SECTION 2.3.2(a) hereof (a "NET PROCEEDS
PREPAYMENT"). If such Net Proceeds Prepayment shall be equal to or greater than
Eight Million Five Hundred Thousand and 00/100 Dollars ($8,500,000.00), Borrower
shall have the right to elect to prepay the remaining outstanding principal
balance of the Note (a "CASUALTY/CONDEMNATION PREPAYMENT") in accordance with
SECTION 2.3.2(b) hereof upon satisfaction of the following conditions: (i)
within thirty (30) days following the date of the Net Proceeds Prepayment,
Borrower shall provide Lender with written notice of Borrower's intention to pay
the Note in full, (ii) Borrower shall prepay the Note in accordance with Section
2.3.2(b) hereof on or before the second Payment Date occurring following the
date of the Net Proceeds Prepayment, and (iii) no Event of Default shall exist
on the date of such Casualty/Condemnation Prepayment. Notwithstanding anything
in Section 6.2 or Section 6.3 to the contrary, Borrower shall have no obligation
to commence Restoration of the Property upon delivery of the written notice set
forth in clause (i) of the preceding sentence (unless Borrower subsequently
shall fail to satisfy the requirement of clause (ii) of the preceding sentence).

                                       56


                                   ARTICLE VII

                                  RESERVE FUNDS

          Section 7.1   REQUIRED REPAIR FUNDS.

          7.1.1    DEPOSITS. Borrower shall perform the repairs at the Property,
if any, as more particularly set forth on SCHEDULE III hereto (such repairs
hereinafter referred to as "REQUIRED REPAIRS") within six (6) months from the
Closing Date, or such earlier time as specified on SCHEDULE III. If Borrower has
not delivered to Lender evidence reasonably satisfactory to Lender that it has
completed all Required Repairs on or before the date that is six (6) months from
the Closing Date, or such earlier time as specified on SCHEDULE III, Borrower
shall deposit with Lender the amount for the Property set forth on such SCHEDULE
III hereto, if any (less the amount allocated to the performance of Required
Repairs for which evidence of completion has been delivered to Lender), to
perform the Required Repairs for the Property. Amounts so deposited with Lender,
if any, shall be held by Lender in an interest bearing account. Amounts so
deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED
REPAIR FUND" and the account, if any, in which such amounts are held shall
hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be
an Event of Default under this Agreement if Borrower does not either (i) does
not deposit with Lender the Required Repair Fund as set forth above, or (ii)
complete the Required Repairs at the Property within nine (9) months from the
Closing Date. Upon the occurrence of such an Event of Default, Lender, at its
option, may withdraw all Required Repair Funds from the Required Repair Account
and Lender may apply such funds either to completion of the Required Repairs at
the Property or toward payment of the Debt in such order, proportion and
priority as Lender may determine in its sole discretion. Lender's right to
withdraw and apply Required Repair Funds shall be in addition to all other
rights and remedies provided to Lender under this Agreement and the other Loan
Documents.

          7.1.2    RELEASE OF REQUIRED REPAIR FUNDS. Lender shall disburse to
Borrower the Required Repair Funds from the Required Repair Account from time to
time upon satisfaction by Borrower of each of the following conditions: (i)
Borrower shall submit a written request for payment to Lender at least fifteen
(15) days prior to the date on which Borrower requests such payment be made and
specifies the Required Repairs to be paid, (ii) on the date such request is
received by Lender and on the date such payment is to be made, no Default or
Event of Default shall exist and remain uncured, (iii) Lender shall have
received a certificate from Borrower (A) stating that all Required Repairs at
the Property to be funded by the requested disbursement have been completed in
good and workmanlike manner and in accordance with all applicable federal, state
and local laws, rules and regulations, such certificate to be accompanied by a
copy of any license, permit or other approval by any Governmental Authority
required to commence and/or complete the Required Repairs, (B) identifying each
Person that supplied materials or labor in connection with the Required Repairs
performed at the Property to be funded by the requested disbursement under a
contract in excess of $50,000, and (C) stating that each Person who has supplied
materials or labor in connection with the Required Repairs to be funded by the
requested disbursement has been paid in full or will be paid in full upon such
disbursement, such certificate to be accompanied by lien waivers or other
evidence of payment satisfactory to Lender, (iv) at Lender's option, a title
search for the Property indicating that the Property is free from all liens,
claims and other encumbrances not previously approved by Lender, and (v)

                                       57


Lender shall have received such other evidence as Lender shall reasonably
request that the Required Repairs at the Property to be funded by the requested
disbursement have been completed and are paid for or will be paid upon such
disbursement to Borrower. Lender shall not be required to make disbursements
from the Required Repair Account with respect to the Property more than once
each calendar month and such disbursement shall be made only upon satisfaction
of each condition contained in this Section 7.1.2.

          Section 7.2   TAX AND INSURANCE ESCROW FUND.

     Borrower shall pay to Lender on each Payment Date (a) one-twelfth of the
Taxes that Lender estimates will be payable during the next ensuing twelve (12)
months in order to accumulate with Lender sufficient funds to pay all such Taxes
at least thirty (30) days prior to their respective due dates and (b)
one-twelfth of the Insurance Premiums that Lender estimates will be payable for
the renewal of the coverage afforded by the Policies upon the expiration thereof
in order to accumulate with Lender sufficient funds to pay all such Insurance
Premiums at least thirty (30) days prior to the expiration of the Policies,
(said amounts in (a) and (b) above are hereinafter called the "TAX AND INSURANCE
ESCROW FUND"). The Tax and Insurance Escrow Fund and the payments of interest or
principal or both, payable pursuant to the Note, shall be added together and
shall be paid as an aggregate sum by Borrower to Lender. Lender will apply the
Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums
required to be made by Borrower pursuant to this Agreement and under the
Mortgage. In making any payment relating to the Tax and Insurance Escrow Fund,
Lender may do so according to any bill, statement or estimate procured from the
appropriate public office (with respect to Taxes) or insurer or agent (with
respect to Insurance Premiums) or from Borrower without inquiry into the
accuracy of such bill, statement or estimate or into the validity of any tax,
assessment, sale, forfeiture, tax lien or title or claim thereof, provided,
however, Lender shall use reasonable efforts to pay such real property taxes
sufficiently early to obtain the benefit of any available discounts of which it
has knowledge. If the amount of the Tax and Insurance Escrow Fund shall exceed
the amounts due for Taxes and Insurance Premiums, Lender shall, in its sole
discretion, return any excess to Borrower or credit such excess against future
payments to be made to the Tax and Insurance Escrow Fund. The Tax and Insurance
Escrow Fund shall be held by Lender in an interest-bearing account and shall at
Lender's option be held in Eligible Account at an Eligible Institution. Any
interest earned on said account shall accrue in said account for the benefit of
Borrower, but shall remain in and constitute part of the Tax and Insurance
Escrow Fund, and shall be disbursed in accordance with the terms hereof. Any
amount remaining in the Tax and Insurance Escrow Fund after the Debt has been
paid in full shall be returned to Borrower. In allocating such excess, Lender
may deal with the Person shown on the records of Lender to be the owner of the
Property. If at any time Lender reasonably determines that the Tax and Insurance
Escrow Fund is not or will not be sufficient to pay Taxes or Insurance Premiums
by the dates set forth above, Lender shall notify Borrower of such determination
and Borrower shall increase its monthly payments to Lender by the amount that
Lender estimates is sufficient to make up the deficiency at least thirty (30)
days prior to delinquency of the Taxes or Insurance Premiums. Notwithstanding
anything to the contrary hereinbefore contained, in the event that Borrower
provides (1) evidence satisfactory to Lender that the Property is insured under
a "blanket" policy which is acceptable to Lender and which otherwise satisfies
the requirements of this Agreement and (2) evidence satisfactory to Lender that
the Taxes for the Property have been paid in accordance with the requirements
set forth in this Agreement, Lender will waive the

                                       58


requirement set forth herein for Borrower to make deposits into the Tax and
Insurance Escrow Fund for the payment of Insurance Premiums due on such
"blanket" policy of insurance and for payment of such Taxes, provided, however,
Lender expressly reserves the right to require Borrower to make deposits to the
Tax and Insurance Escrow Fund for the payment of Insurance Premiums if at any
time the Property is not insured under a "blanket" insurance policy which
satisfies the requirements of this Agreement or Taxes are not paid in accordance
with the requirements of this Agreement.

          Section 7.3   REPLACEMENTS AND REPLACEMENT RESERVE.

          Section 7.3.1 REPLACEMENT RESERVE FUND. Borrower shall pay to Lender
on the date hereof and on each Payment Date one twelfth of the amount (the
"REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its
sole discretion to be due for replacements and repairs required to be made to
the Property during the calendar year (collectively, the "REPLACEMENTS"), which
Replacement Reserve Monthly Deposit shall be in an amount equal to no less than
$0.15 per year per square foot of gross leasable area. Amounts so deposited
shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and
the account in which such amounts are held shall hereinafter be referred to as
Borrower's "REPLACEMENT RESERVE ACCOUNT", Lender may reassess its estimate of
the amount necessary for the Replacement Reserve Fund from time to time, and may
increase the monthly amounts required to be deposited into the Replacement
Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in
its reasonable discretion that an increase is necessary to maintain the proper
maintenance and operation of the Property. Any amount held in the Replacement
Reserve Account and allocated for the Property shall be retained by Lender in an
interest bearing account, or, at the option of Lender, in an Eligible Account at
an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said
account shall accrue in said account for the benefit of Borrower, but shall
remain in and constitute part of the Replacement Reserve Fund, and shall be
disbursed in accordance with the terms hereof. Notwithstanding anything to the
contrary in this Section 7.3, Borrower shall not be required to make Replacement
Reserve Monthly Deposits, provided that: (i) no Event of Default shall have
occurred; and (ii) Borrower makes all necessary Replacements and otherwise
maintains the Property to Lender's satisfaction. Upon notice from Lender
following: (a) an Event of Default; or (b) the failure of Borrower to make
necessary Replacements or otherwise maintain the Property to Lender's
satisfaction, Borrower shall begin to deposit the Replacement Reserve Monthly
Deposit into the Replacement Reserve Fund beginning on the Payment Date (as
defined herein) immediately following the date of such notice.

     Section 7.3.2 DISBURSEMENTS FROM REPLACEMENT RESERVE ACCOUNT.

          (a)      Lender shall make disbursements from the Replacement Reserve
Account to pay Borrower only for the costs of the Replacements. Lender shall not
be obligated to make disbursements from the Replacement Reserve Account to
reimburse Borrower for the costs of routine maintenance to the Property or for
costs which are to be reimbursed from the Required Repair Fund (if any).

          (b)      Lender shall, upon written request from Borrower and
satisfaction of the requirements set forth in this Section 7.3.2, disburse to
Borrower amounts from the Replacement

                                       59


Reserve Account necessary to pay for the actual approved costs of Replacements
or to reimburse Borrower therefor, upon completion of such Replacements (or,
upon partial completion in the case of Replacements made pursuant to Section
7.3.2(f)) as determined by Lender. In no event shall Lender be obligated to
disburse funds from the Replacement Reserve Account if a Default or an Event of
Default exists.

          (c)      Each request for disbursement from the Replacement Reserve
Account shall be in a form specified or approved by Lender and shall specify (i)
the specific Replacements for which the disbursement is requested, (ii) the
quantity and price of each item purchased, if the Replacement includes the
purchase or replacement of specific items, (iii) the price of all materials
(grouped by type or category) used in any Replacement other than the purchase or
replacement of specific items, and (iv) the cost of all contracted labor or
other services applicable to each Replacement for which such request for
disbursement is made. With each request Borrower shall certify that all
Replacements have been made in accordance with all applicable Legal Requirements
of any Governmental Authority having jurisdiction over the Property to which the
Replacements are being provided and, unless Lender has agreed to issue joint
checks as described below, each request shall include evidence of payment of all
such amounts. Each request for disbursement shall include copies of invoices for
all items or materials purchased and all contracted labor or services provided.
Except as provided in Section 7.3.2(e), each request for disbursement from the
Replacement Reserve Account shall be made only after completion of the
Replacement for which disbursement is requested. Borrower shall provide Lender
evidence of completion satisfactory to Lender in its reasonable judgment.

          (d)      Borrower shall pay all invoices in connection with the
Replacements with respect to which a disbursement is requested prior to
submitting such request for disbursement from the Replacement Reserve Account
or, at the request of Borrower, Lender will issue joint checks, payable to
Borrower and the contractor, supplier, materialman, mechanic, subcontractor or
other party to whom payment is due in connection with a Replacement. In the case
of payments made by joint check, Lender may require a waiver of lien from each
Person receiving payment prior to Lender's disbursement from the Replacement
Reserve Account. In addition, as a condition to any disbursement, Lender may
require Borrower to obtain lien waivers from each contractor, supplier,
materialman, mechanic or subcontractor who receives payment in an amount equal
to or greater than $100,000 for completion of its work or delivery of its
materials. Any lien waiver delivered hereunder shall conform to the requirements
of applicable law and shall cover all work performed and materials supplied
(including equipment and fixtures) for the Property by that contractor,
supplier, subcontractor, mechanic or materialman through the date covered by the
current reimbursement request (or, in the event that payment to such contractor,
supplier, subcontractor, mechanic or materialmen is to be made by a joint check,
the release of lien shall be effective through the date covered by the previous
release of funds request).

          (e)      If (i) the cost of a Replacement exceeds $100,000, (ii) the
contractor performing such Replacement requires periodic payments pursuant to
terms of a written contract, and (iii) Lender has approved in writing in advance
such periodic payments, a request for reimbursement from the Replacement Reserve
Account may be made after completion of a portion of the work under such
contract, provided (A) such contract requires payment upon completion of such
portion of the work, (B) the materials for which the request is made are on site
at the Property and are properly secured or have been installed in the Property,
(C) all other

                                       60


conditions in this Agreement for disbursement have been satisfied, (D) funds
remaining in the Replacement Reserve Account are, in Lender's judgment,
sufficient to complete such Replacement and other Replacements when required,
and (E) if required by Lender, each contractor or subcontractor receiving
payments under such contract shall provide a waiver of lien with respect to
amounts which have been paid to that contractor or subcontractor.

          (f)      Borrower shall not make a request for disbursement from the
Replacement Reserve Account more frequently than once in any calendar month and
(except in connection with the final disbursement) the total cost of all
Replacements in any request shall not be less than $5,000.00.

     Section 7.3.3 PERFORMANCE OF REPLACEMENTS.

          (a)      Borrower shall make Replacements when required in order to
keep the Property in condition and repair consistent with other first class,
full service retail properties in the same market segment in the metropolitan
area in which the Property is located, and to keep the Property or any portion
thereof from deteriorating. Borrower shall complete all Replacements in a good
and workmanlike manner as soon as practicable following the commencement of
making each such Replacement. Lender reserves the right, at its option, to
approve all contracts or work orders with materialmen, mechanics, suppliers,
subcontractors, contractors or other parties providing labor or materials under
contracts for an amount in excess of $100,000 in connection with the
Replacements. Upon Lender's request, Borrower shall assign any contract or
subcontract to Lender.

          (b)      In the event Lender determines in its reasonable discretion
that any Replacement is not being performed in a workmanlike or timely manner or
that any Replacement has not been completed in a workmanlike or timely manner,
and such failure continues to exist for more than thirty (30) days after notice
from Lender to Borrower, Lender shall have the option to withhold disbursement
for such unsatisfactory Replacement and to proceed under existing contracts or
to contract with third parties to complete such Replacement and to apply the
Replacement Reserve Fund toward the labor and materials necessary to complete
such Replacement, without providing any prior notice to Borrower and to exercise
any and all other remedies available to Lender upon an Event of Default
hereunder.

          (c)      In order to facilitate Lender's completion or making of the
Replacements pursuant to Section 7.3.3(b) above, Borrower grants Lender the
right to enter onto the Property and perform any and all work and labor
necessary to complete or make the Replacements and/or employ watchmen to protect
the Property from damage. All sums so expended by Lender, to the extent not from
the Replacement Reserve Fund, shall be deemed to have been advanced under the
Loan to Borrower and secured by the Mortgage. For this purpose Borrower
constitutes and appoints Lender its true and lawful attorney-in-fact with full
power of substitution to complete or undertake the Replacements in the name of
Borrower. Such power of attorney shall be deemed to be a power coupled with an
interest and cannot be revoked but shall only be effective following an Event of
Default. Borrower empowers said attorney-in-fact as follows: (i) to use any
funds in the Replacement Reserve Account for the purpose of making or completing
the Replacements; (ii) to make such additions, changes and corrections to the
Replacements as shall be necessary or desirable to complete the Replacements;
(iii) to employ such contractors,

                                       61


subcontractors, agents, architects and inspectors as shall be required for such
purposes; (iv) to pay, settle or compromise all existing bills and claims which
are or may become Liens against the Property, or as may be necessary or
desirable for the completion of the Replacements, or for clearance of title; (v)
to execute all applications and certificates in the name of Borrower which may
be required by any of the contract documents; (vi) to prosecute and defend all
actions or proceedings in connection with the Property or the rehabilitation and
repair of the Property; and (vii) to do any and every act which Borrower might
do in its own behalf to fulfill the terms of this Agreement.

          (d)      Nothing in this Section 7.3.3 shall: (i) make Lender
responsible for making or completing the Replacements; (ii) require Lender to
expend funds in addition to the Replacement Reserve Fund to make or complete any
Replacement; (iii) obligate Lender to proceed with the Replacements; or (iv)
obligate Lender to demand from Borrower additional sums to make or complete any
Replacement.

          (e)      Borrower shall permit Lender and Lender's agents and
representatives (including, without limitation, Lender's engineer, architect, or
inspector) or third parties making Replacements pursuant to this Section 7.3.3
to enter onto the Property during normal business hours (subject to the rights
of tenants under their Leases) to inspect the progress of any Replacements and
all materials being used in connection therewith, to examine all plans and shop
drawings relating to such Replacements which are or may be kept at the Property,
and to complete any Replacements made pursuant to this Section 7.3.3. Borrower
shall cause all contractors and subcontractors to cooperate with Lender or
Lender's representatives or such other persons described above in connection
with inspections described in this Section 7.3.3(f) or the completion of
Replacements pursuant to this Section 7.3.3.

          (f)      Lender may require an inspection of the Property at
Borrower's expense prior to making a monthly disbursement in excess of $10,000
from the Replacement Reserve Account in order to verify completion of the
Replacements for which reimbursement is sought. Lender may require that such
inspection be conducted by an appropriate independent qualified professional
selected by Lender and/or may require a copy of a certificate of completion by
an independent qualified professional acceptable to Lender prior to the
disbursement of any amounts from the Replacement Reserve Account. Borrower shall
pay the expense of the inspection as required hereunder, whether such inspection
is conducted by Lender or by an independent qualified professional.

          (g)      The Replacements and all materials, equipment, fixtures, or
any other item comprising a part of any Replacement shall be constructed,
installed or completed, as applicable, free and clear of all mechanic's,
materialman's or other liens (except for those Liens existing on the date of
this Agreement which have been approved in writing by Lender).

          (h)      Before each disbursement from the Replacement Reserve
Account, Lender may require Borrower to provide Lender with a search of title to
the Property effective to the date of the disbursement, which search shows that
no mechanic's or materialmen's liens or other liens of any nature have been
placed against the Property since the date of recordation of the Mortgage and
that title to the Property is free and clear of all Liens (other than the lien
of the Mortgage and any other Liens previously approved in writing by Lender, if
any).

                                       62


          (i)      All Replacements shall comply with all applicable Legal
Requirements of all Governmental Authorities having jurisdiction over the
Property and applicable insurance requirements including, without limitation,
applicable building codes, special use permits, environmental regulations, and
requirements of insurance underwriters.

          (j)      In addition to any insurance required under the Loan
Documents, Borrower shall provide or cause to be provided workmen's compensation
insurance, builder's risk, and public liability insurance and other insurance to
the extent required under applicable law in connection with a particular
Replacement. All such policies shall be in form and amount reasonably
satisfactory to Lender. All such policies which can be endorsed with standard
mortgagee clauses making loss payable to Lender or its assigns shall be so
endorsed. Certified copies of such policies shall be delivered to Lender.

     Section 7.3.4 FAILURE TO MAKE REPLACEMENTS. (a) It shall be an Event of
Default under this Agreement if Borrower fails to comply with any provision of
this Section 7.3 and such failure is not cured within thirty (30) days after
notice from Lender; PROVIDED, HOWEVER, if such failure is not capable of being
cured within said thirty (30) day period, then provided that Borrower commences
action to complete such cure and thereafter diligently proceeds to complete such
cure, such thirty (30) day period shall be extended for such time as is
reasonably necessary for Borrower, in the exercise of due diligence, to cure
such failure, but such additional period of time shall not exceed sixty (60)
days. Upon the occurrence of such an Event of Default, Lender may use the
Replacement Reserve Fund (or any portion thereof) for any purpose, including but
not limited to completion of the Replacements as provided in Section 7.3.3, or
for any other repair or replacement to the Property or toward payment of the
Debt in such order, proportion and priority as Lender may determine in its sole
discretion. Lender's right to withdraw and apply the Replacement Reserve Funds
shall be in addition to all other rights and remedies provided to Lender under
this Agreement and the other Loan Documents.

          (b)      Nothing in this Agreement shall obligate Lender to apply all
or any portion of the Replacement Reserve Fund on account of an Event of Default
to payment of the Debt or in any specific order or priority.

     Section 7.3.5 BALANCE IN THE REPLACEMENT RESERVE ACCOUNT. The insufficiency
of any balance in the Replacement Reserve Account shall not relieve Borrower
from its obligation to fulfill all preservation and maintenance covenants in the
Loan Documents.

     Section 7.3.6 INDEMNIFICATION. BORROWER SHALL INDEMNIFY LENDER AND HOLD
LENDER HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS, CLAIMS, DEMANDS,
LIABILITIES, LOSSES, DAMAGES, OBLIGATIONS AND COSTS AND EXPENSES (INCLUDING
LITIGATION COSTS AND REASONABLE ATTORNEYS FEES AND EXPENSES) ARISING FROM OR IN
ANY WAY CONNECTED WITH THE PERFORMANCE OF THE REPLACEMENTS UNLESS THE SAME ARE
SOLELY DUE TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. BORROWER SHALL
ASSIGN TO LENDER ALL RIGHTS AND CLAIMS BORROWER MAY HAVE AGAINST ALL PERSONS OR
ENTITIES SUPPLYING LABOR OR MATERIALS IN CONNECTION WITH THE REPLACEMENTS;
PROVIDED, HOWEVER, THAT LENDER MAY NOT PURSUE

                                       63


ANY SUCH RIGHT OR CLAIM UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND REMAINS
UNCURED.

          Section 7.4   INTENTIONALLY DELETED.

          Section 7.5   INTENTIONALLY DELETED.

          Section 7.6   INTENTIONALLY DELETED.

          Section 7.7   RESERVE FUNDS, GENERALLY.

          7.7.1    Borrower grants to Lender a first-priority perfected security
interest in each of the Reserve Funds and any and all monies now or hereafter
deposited in each Reserve Fund as additional security for payment of the Debt.
Until expended or applied in accordance herewith, the Reserve Funds shall
constitute additional security for the Debt.

          7.7.2    Upon the occurrence of an Event of Default, Lender may, in
addition to any and all other rights and remedies available to Lender, apply any
sums then present in any or all of the Reserve Funds to the payment of the Debt
in any order in its sole discretion.

          7.7.3    The Reserve Funds shall not constitute trust funds and may be
commingled with other monies held by Lender.

          7.7.4    Intentionally deleted.

          7.7.5    Borrower shall not, without obtaining the prior written
consent of Lender, further pledge, assign or grant any security interest in any
Reserve Fund or the monies deposited therein or permit any lien or encumbrance
to attach thereto, or any levy to be made thereon, or any UCC-1 Financing
Statements, except those naming Lender as the secured party, to be filed with
respect thereto.

          7.7.6    Lender shall not be liable for any loss sustained on the
investment of any funds constituting the Reserve Funds unless occasioned by the
gross negligence or willful misconduct of Lender.

          7.7.7    Upon payment in full of the Debt and performance of all other
obligations under this Agreement and the other Loan Documents, Lender shall
disburse to Borrower all remaining Reserve Funds.

                                  ARTICLE VIII

                                    DEFAULTS

          Section 8.1   EVENT OF DEFAULT. (a) Each of the following events shall
constitute an event of default hereunder (an "EVENT OF DEFAULT"):

          (i)      if any portion of the Debt is not paid within five (5) days
     of the applicable due date;

                                       64


          (ii)     if any of the Taxes or Other Charges are not paid prior to
     the date when the same become delinquent, except to the extent that
     Borrower is contesting same in accordance with the terms of Section 5.1.2
     hereof, or there are sufficient funds in the Tax and Insurance Escrow Fund
     to pay such Taxes or Other Charges and Lender fails to or refuses to
     release the same from the Tax and Insurance Escrow Fund;

          (iii)    if the Policies are not kept in full force and effect, or if
     certified copies of the Policies are not delivered to Lender within the
     time frame provided herein;

          (iv)     if Borrower transfers or encumbers any portion of the
     Property without Lender's prior written consent (to extent such consent is
     required) or otherwise violates the provisions of Section 5.2.13 of this
     Loan Agreement;

          (v)      if any material representation or warranty made by Borrower
     herein or in any other Loan Document, or in any report, certificate,
     financial statement or other instrument, agreement or document furnished to
     Lender shall have been false or misleading in any material respect as of
     the date the representation or warranty was made;

          (vi)     if Borrower or indemnitor or any guarantor under any guaranty
     or indemnity issued in connection with the Loan shall make an assignment
     for the benefit of creditors;

          (vii)    if a receiver, liquidator or trustee shall be appointed for
     Borrower or any guarantor or indemnitor under any guarantee or indemnity
     issued in connection with the Loan or if Borrower or such guarantor or
     indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition
     for bankruptcy, reorganization or arrangement pursuant to federal
     bankruptcy law, or any similar federal or state law, shall be filed by or
     against, consented to, or acquiesced in by, Borrower or such guarantor or
     indemnitor, or if any proceeding for the dissolution or liquidation of
     Borrower or such guarantor or indemnitor shall be instituted; PROVIDED,
     HOWEVER, if such appointment, adjudication, petition or proceeding was
     involuntary and not consented to by Borrower or such guarantor or
     indemnitor, upon the same not being discharged, stayed or dismissed within
     one hundred eighty (180) days;

          (viii)   if Borrower attempts to assign its rights under this
     Agreement or any of the other Loan Documents or any interest herein or
     therein in contravention of the Loan Documents;

          (ix)     if Borrower breaches any of its respective negative covenants
     contained in Section 5.2 or any covenant contained in Section 4.1.30
     hereof;

          (x)      with respect to any term, covenant or provision set forth
     herein which specifically contains a notice requirement or grace period, if
     Borrower shall be in default under such term, covenant or condition after
     the giving of such notice or the expiration of such grace period;

                                       65


          (xi)     if any of the assumptions contained in any substantive
     non-consolidation opinion delivered in connection herewith are or shall
     become untrue in any material respect;

          (xii)    if Borrower shall continue to be in Default under any of the
     other terms, covenants or conditions of this Agreement not specified in
     subsections (i) to (xi) above, for ten (10) days after notice to Borrower
     from Lender, in the case of any Default which can be cured by the payment
     of a sum of money, or for thirty (30) days after notice from Lender in the
     case of any other Default; PROVIDED, HOWEVER, that if such non-monetary
     Default is susceptible of cure but cannot reasonably be cured within such
     30-day period and provided further that Borrower shall have commenced to
     cure such Default within such 30-day period and thereafter diligently and
     expeditiously proceeds to cure the same, such 30-day period shall be
     extended for such time as is reasonably necessary for Borrower in the
     exercise of due diligence to cure such Default, such additional period not
     to exceed one hundred eighty (180) days; or

          (xiii)   if there shall be default under any of the other Loan
     Documents beyond any applicable cure periods contained in such documents,
     whether as to Borrower or the Property, or if any other such event shall
     occur or condition shall exist, if the effect of such event or condition is
     to accelerate the maturity of any portion of the Debt or to permit Lender
     to accelerate the maturity of all or any portion of the Debt.

          (b)      Upon the occurrence of an Event of Default (other than an
Event of Default described in clauses (vi),(vii) or (viii) above) and at any
time thereafter Lender may, in addition to any other rights or remedies
available to it pursuant to this Agreement and the other Loan Documents or at
law or in equity, Lender may take such action, without notice or demand, that
Lender deems advisable to protect and enforce its rights against Borrower and in
the Property, including, without limitation, declaring the Debt to be
immediately due and payable, and Lender may enforce or avail itself of any or
all rights or remedies provided in the Loan Documents against Borrower and the
Property, including, without limitation, all rights or remedies available at law
or in equity; and upon any Event of Default described in clauses (vi), (vii) or
(viii) above, the Debt and all other obligations of Borrower hereunder and under
the other Loan Documents shall immediately and automatically become due and
payable, without notice or demand, and Borrower hereby expressly waives any such
notice or demand, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

          Section 8.2   REMEDIES. (a) Upon the occurrence of an Event of
Default, all or any one or more of the rights, powers, privileges and other
remedies available to Lender against Borrower under this Agreement or any of the
other Loan Documents executed and delivered by, or applicable to, Borrower or at
law or in equity may be exercised by Lender at any time and from time to time,
whether or not all or any of the Debt shall be declared due and payable, and
whether or not Lender shall have commenced any foreclosure proceeding or other
action for the enforcement of its rights and remedies under any of the Loan
Documents with respect to the Property. Any such actions taken by Lender shall
be cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as Lender
may determine in its sole discretion, to the fullest extent permitted by law,
without impairing or otherwise affecting the other rights and remedies of Lender
permitted by

                                       66


law, equity or contract or as set forth herein or in the other Loan Documents.
Without limiting the generality of the foregoing, Borrower agrees that if an
Event of Default is continuing (i) Lender is not subject to any "one action" or
"election of remedies" law or rule, and (ii) all liens and other rights,
remedies or privileges provided to Lender shall remain in full force and effect
until Lender has exhausted all of its remedies against the Property and the
Mortgage has been foreclosed, sold and/or otherwise realized upon in
satisfaction of the Debt or the Debt has been paid in full.

          (b)      Lender shall have the right from time to time to partially
foreclose the Mortgage in any manner and for any amounts secured by the Mortgage
then due and payable as determined by Lender in its sole discretion including,
without limitation, the following circumstances: (i) in the event Borrower
defaults beyond any applicable grace period in the payment of one or more
scheduled payments of principal and interest, Lender may foreclose the Mortgage
to recover such delinquent payments, or (ii) in the event Lender elects to
accelerate less than the entire outstanding principal balance of the Loan,
Lender may foreclose the Mortgage to recover so much of the principal balance of
the Loan as Lender may accelerate and such other sums secured by the Mortgage as
Lender may elect. Notwithstanding one or more partial foreclosures, the Property
shall remain subject to the Mortgage to secure payment of sums secured by the
Mortgage and not previously recovered.

          (c)      Lender shall have the right from time to time to sever the
Note and the other Loan Documents into one or more separate notes, mortgages and
other security documents (the "SEVERED LOAN DOCUMENTS") in such denominations as
Lender shall determine in its sole discretion for purposes of evidencing and
enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time, promptly after the request of Lender, a
severance agreement and such other documents as Lender shall request in order to
effect the severance described in the preceding sentence, all in form and
substance reasonably satisfactory to Lender. Borrower hereby absolutely and
irrevocably appoints Lender following the occurrence of an Event of Default as
its true and lawful attorney, coupled with an interest, in its name and stead to
make and execute all documents necessary or desirable to effect the aforesaid
severance, Borrower ratifying all that its said attorney shall do by virtue
thereof; PROVIDED, HOWEVER, Lender shall not make or execute any such documents
under such power until three (3) days after notice has been given to Borrower by
Lender of Lender's intent to exercise its rights under such power. Borrower
shall not be obligated to pay any costs or expenses incurred in connection with
the preparation, execution, recording or filing of the Severed Loan Documents,
and the Severed Loan Documents shall not contain any representations, warranties
or covenants not contained in the Loan Documents and any such representations
and warranties contained in the Severed Loan Documents will be given by Borrower
only as of the Closing Date.

          (d)      As used in this Section 8.2, a "foreclosure" shall include
any sale by power of sale.

          Section 8.3   REMEDIES CUMULATIVE; WAIVERS. The rights, powers and
remedies of Lender under this Agreement shall be cumulative and not exclusive of
any other right, power or remedy which Lender may have against Borrower pursuant
to this Agreement or the other Loan Documents, or existing at law or in equity
or otherwise. Lender's rights, powers and

                                       67


remedies may be pursued singly, concurrently or otherwise, at such time and in
such order as Lender may determine in Lender's sole discretion. No delay or
omission to exercise any remedy, right or power accruing upon an Event of
Default shall impair any such remedy, right or power or shall be construed as a
waiver thereof, but any such remedy, right or power may be exercised from time
to time and as often as may be deemed expedient. A waiver of one Default or
Event of Default with respect to Borrower shall not be construed to be a waiver
of any subsequent Default or Event of Default by Borrower or to impair any
remedy, right or power consequent thereon.

                                   ARTICLE IX

                               SPECIAL PROVISIONS

          Section 9.1   SALE OF NOTES AND SECURITIZATION. At the request of the
holder of the Note and, to the extent not already required to be provided by
Borrower under this Agreement, Borrower shall cooperate with Lender to allow
Lender to satisfy the market standards to which the holder of the Note
customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with the sale of the Note or participations
therein or the first successful securitization (such sale and/or securitization,
the "SECURITIZATION") of rated single or multi-class securities (the
"SECURITIES") secured by or evidencing ownership interests in the Note and the
Mortgage. In this regard Borrower shall:

          (a)      (i)    provide such financial and other information with
respect to the Property, Borrower and the Manager, (ii) provide budgets relating
to the Property and (iii) to perform or permit or cause to be performed or
permitted such site inspection, appraisals, market studies, environmental
reviews and reports (Phase I's and, if appropriate, Phase II's), engineering
reports and other due diligence investigations of the Property, as may be
reasonably requested by the holder of the Note or the Rating Agencies or as may
be necessary or appropriate in connection with the Securitization (the "PROVIDED
INFORMATION"), together, if customary, with appropriate verification and/or
consents of the Provided Information through letters of auditors or opinions of
counsel of independent attorneys acceptable to Lender and the Rating Agencies;

          (b)      cause counsel to render opinions, which may be relied upon by
the holder of the Note, the Rating Agencies and their respective counsel, agents
and representatives, as to non-consolidation, fraudulent conveyance, and true
sale and/or lease or any other opinion customary in securitization transactions,
which counsel and opinions shall be reasonably satisfactory to the holder of the
Note and the Rating Agencies;

          (c)      make such representations and warranties as of the closing
date of the Securitization with respect to the Property, Borrower, and the Loan
Documents as are consistent with the representations and warranties made in the
Loan Documents; and

          (d)      execute such amendments to the Loan Documents and
organizational documents as may be reasonably requested by the holder of the
Note or the Rating Agencies or otherwise to effect the Securitization; PROVIDED,
HOWEVER, that Borrower shall not be required to modify or amend any Loan
Document if such modification or amendment would (i) change the

                                       68


interest rate, the stated maturity or the amortization of principal set forth in
the Note, or (ii) modify or amend any other material economic term of the Loan.

          All material out-of-pocket third party costs and expenses incurred by
Borrower in connection with complying with requests made under this Section 9.1
shall be paid by Lender.

          Section 9.2   SECURITIZATION. Borrower understands that certain of the
Provided Information may be included in disclosure documents in connection with
the Securitization, including, without limitation, a prospectus, prospectus
supplement or private placement memorandum (each, a "DISCLOSURE DOCUMENT") and
may also be included in filings with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), or
the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or
provided or made available to investors or prospective investors in the
Securities, the Rating Agencies, and service providers relating to the
Securitization. In the event that the Disclosure Document is required to be
revised prior to the sale of all Securities, Borrower will cooperate with the
holder of the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects.

          Section 9.3   RATING SURVEILLANCE. Lender, at its option, may retain
the Rating Agencies to provide rating surveillance services on any certificates
issued in a Securitization. Such rating surveillance will be at the expense of
Lender (the "RATING SURVEILLANCE CHARGE").

          Section 9.4   EXCULPATION. Subject to the qualifications below, Lender
shall not enforce the liability and obligation of Borrower to perform and
observe the obligations contained in the Note, this Agreement, the Mortgage or
the other Loan Documents by any action or proceeding wherein a money judgment
shall be sought against Borrower, except that Lender may bring a foreclosure
action, an action for specific performance or any other appropriate action or
proceeding to enable Lender to enforce and realize upon its interest under the
Note, this Agreement, the Mortgage and the other Loan Documents, or in the
Property, the Rents following an Event of Default, or any other collateral given
to Lender pursuant to the Loan Documents; provided, however, that, except as
specifically provided herein, any judgment in any such action or proceeding
shall be enforceable against Borrower only to the extent of Borrower's interest
in the Property, in the Rents following an Event of Default and in any other
collateral given to Lender, and Lender, by accepting the Note, this Agreement,
the Mortgage and the other Loan Documents, agrees that it shall not sue for,
seek or demand any deficiency judgment against Borrower in any such action or
proceeding under or by reason of or under or in connection with the Note, this
Agreement, the Mortgage or the other Loan Documents. The provisions of this
section shall not, however, (a) constitute a waiver, release or impairment of
any obligation evidenced or secured by any of the Loan Documents; (b) impair the
right of Lender to name Borrower as a party defendant in any action or suit for
foreclosure and sale under any of the Mortgage; (c) affect the validity or
enforceability of or any guaranty made in connection with the Loan or any of the
rights and remedies of Lender thereunder; (d) impair the right of Lender to
obtain the appointment of a receiver; (e) impair the enforcement of any of the
Assignment of Leases following an Event of Default; (f) constitute a prohibition
against Lender commencing any other appropriate action or proceeding in order
for Lender to exercise its remedies against the Property; or (g) constitute a
waiver of the right of Lender to enforce the liability and

                                       69


obligation of Borrower, by money judgment or otherwise, to the extent of any
loss, damage, cost, expense, liability, claim or other obligation incurred by
Lender (including attorneys' fees and costs reasonably incurred) arising out of
or in connection with the following:

          (i)      fraud or intentional misrepresentation by Borrower or any
     guarantor in connection with the Loan;

          (ii)     the gross negligence or willful misconduct of Borrower;

          (iii)    material physical waste of the Property;

          (iv)     the breach of any representation, warranty, covenant or
     indemnification provision in the Environmental Indemnity or in the Mortgage
     concerning environmental laws, hazardous substances and asbestos and any
     indemnification of Lender with respect thereto in either document;

          (v)      the removal or disposal of any portion of the Property after
     an Event of Default;

          (vi)     the misapplication or conversion by Borrower of (A) any
     insurance proceeds paid by reason of any loss, damage or destruction to the
     Property which are not applied by Borrower in accordance with this
     Agreement, (B) any awards or other amounts received in connection with the
     condemnation of all or a portion of the Property which are not applied by
     Borrower in accordance with this Agreement, or (C) any Rents following an
     Event of Default;

          (vii)    failure to pay charges for labor or materials or other
     charges that can create liens on any portion of the Property; or

          (viii)   any security deposits, advance deposits or any other deposits
     collected with respect to the Property which are not delivered to Lender
     upon a foreclosure of the Property or action in lieu thereof, except to the
     extent any such security deposits were applied in accordance with the terms
     and conditions of any of the Leases prior to the occurrence of the Event of
     Default that gave rise to such foreclosure or action in lieu thereof.

          Notwithstanding anything to the contrary in this Agreement, the Note
or any of the Loan Documents, (A) the Debt shall be fully recourse to the
Borrower and (B) Lender shall not be deemed to have waived any right which
Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of
the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured
by the Mortgage or to require that all collateral shall continue to secure all
of the Debt owing to Lender in accordance with the Loan Documents in the event
that the (I) first full monthly payment under the Note is not paid within five
(5) days of notice that such payment is late (provided, however, that such grace
period relates only to the recourse trigger described in this paragraph), or
(II) failure of Borrower to permit on-site inspections of the Property subject
to the rights of Tenants and any applicable cure period set forth in the Loan
Documents, to provide financial information as required under the Loan Documents
subject to any applicable cure period, or to comply with Section 4.1.30 hereof,
or (III) failure of Borrower to obtain Lender's

                                       70


prior written consent (to extent such consent is required) to any subordinate
financing or other voluntary lien encumbering the Property, or (IV) failure of
Borrower to obtain Lender's prior written consent to any assignment, transfer or
conveyance of the Property, or any portion thereof, or any interest therein as
required by this Agreement. Notwithstanding the provision set forth in clause
(III) of this paragraph, a voluntary lien OTHER THAN a lien securing an
extension of credit filed against the Property shall not constitute a recourse
trigger for purposes of this paragraph provided such lien (A) is fully bonded to
the satisfaction of Lender and discharged of record within ninety (90) days of
filing, or (B) within such ninety (90) day period, Lender receives affirmative
title insurance from the title insurance company insuring the lien of the
Mortgage that such lien is subject and subordinate to the lien of the Mortgage
and no enforcement action is commenced by the applicable lien holder.

          Section 9.5   TERMINATION OF MANAGER. If (a) the amounts evidenced by
the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the
Manager shall become insolvent, (c) the Manager is in default under the terms of
the Management Agreement beyond any applicable grace or cure period, or (d)
Manager is not managing the Property in accordance with the management practices
of nationally recognized management companies managing similar properties in
locations comparable to those of the Property, then, in the case of (a), (b),
(c) or (d), Borrower shall, at the request of Lender, terminate the Management
Agreement and replace the Manager with a manager reasonably approved by Lender
on terms and conditions reasonably satisfactory to Lender, it being understood
and agreed that the management fee for such replacement manager shall not exceed
then prevailing market rates. In addition and without limiting the rights of
Lender hereunder or under any of the other Loan Documents, in the event that (i)
the Management Agreement is terminated, (ii) the Manager no longer manages the
Property, or (iii) a receiver, liquidator or trustee shall be appointed for
Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any
petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, shall be filed by or
against, consented to, or acquiesced in by, Manager, or if any proceeding for
the dissolution or liquidation of Manager shall be instituted, then Borrower (at
Borrower's sole cost and expense) shall immediately, in its name, establish new
deposit accounts separate from any other Person with a depository satisfactory
to Lender into which all Rents and other income from the Property shall be
deposited and shall grant Lender a first priority security interest in such
account pursuant to documentation satisfactory in form and substance to Lender.

          Section 9.6   SERVICER. At the option of Lender, the Loan may be
serviced by a servicer/trustee (the "SERVICER") selected by Lender and Lender
may delegate all or any portion of its responsibilities under this Agreement and
the other Loan Documents to the Servicer pursuant to a servicing agreement (the
"SERVICING AGREEMENT") between Lender and Servicer. Lender shall be responsible
for any set-up fees or any other costs relating to or arising under the
Servicing Agreement.

          Section 9.7   SPLITTING THE LOAN. At the election of Lender in its
sole discretion, the Loan shall be split and severed into two or more loans
which, at Lender's election, shall not be cross-collateralized or
cross-defaulted with each other. Borrower hereby agrees to deliver to Lender to
effectuate such severing of the Loan as reasonably requested by Lender, (a)
additional executed documents, or amendments and modifications to the Loan
Documents, (b) new opinions or updates to the opinions delivered to Lender in
connection with the closing of the

                                       71


Loan, (c) endorsements and/or updates to the Title Insurance Policy delivered to
Lender in connection with the closing of the Loan, and (d) any other
certificates, instruments and documentation reasonably determined by Lender as
necessary or appropriate to such severance (the items described in subsections
(a) through (d) collectively hereinafter shall be referred to as "SEVERING
DOCUMENTATION"), which Severing Documentation shall be acceptable to Lender in
form and substance in its reasonable discretion. Lender hereby agrees to be
responsible for all reasonable third-party expenses incurred in connection with
the preparation and delivery of the Severing Documentation and the effectuation
of the uncrossing of the Loan from the Additional Loans. Borrower hereby
acknowledges and agrees that upon such severing of the Loan, Lender may effect,
in its sole discretion, one or more Securitizations of which the severed loans
may be a part.

                                    ARTICLE X

                                  MISCELLANEOUS

          Section 10.1   SURVIVAL. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the making by Lender of the Loan and the execution
and delivery to Lender of the Note, and shall continue in full force and effect
so long as all or any of the Debt is outstanding and unpaid unless a longer
period is expressly set forth herein or in the other Loan Documents. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the legal representatives, successors and assigns of such
party. All covenants, promises and agreements in this Agreement, by or on behalf
of Borrower, shall inure to the benefit of the legal representatives, successors
and assigns of Lender.

          Section 10.2   LENDER'S DISCRETION. Whenever pursuant to this
Agreement, Lender exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Lender, the decision of Lender
to approve or disapprove or to decide whether arrangements or terms are
satisfactory or not satisfactory shall (except as is otherwise specifically
herein provided) be in the sole discretion of Lender and shall be final and
conclusive.

          Section 10.3   GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND
APPLICABLE FEDERAL LAWS.

          Section 10.4   MODIFICATION, WAIVER IN WRITING. No modification,
amendment, extension, discharge, termination or waiver of any provision of this
Agreement, or of the Note, or of any other Loan Document, nor consent to any
departure by Borrower therefrom, shall in any event be effective unless the same
shall be in a writing signed by the party against whom enforcement is sought,
and then such waiver or consent shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to, or demand on Borrower, shall entitle Borrower to
any other or future notice or demand in the same, similar or other
circumstances.

                                       72


          Section 10.5   DELAY NOT A WAIVER. Neither any failure nor any delay
on the part of Lender in insisting upon strict performance of any term,
condition, covenant or agreement, or exercising any right, power, remedy or
privilege hereunder, or under the Note or under any other Loan Document, or any
other instrument given as security therefor, shall operate as or constitute a
waiver thereof, nor shall a single or partial exercise thereof preclude any
other future exercise, or the exercise of any other right, power, remedy or
privilege. In particular, and not by way of limitation, by accepting payment
after the due date of any amount payable under this Agreement, the Note or any
other Loan Document, Lender shall not be deemed to have waived any right either
to require prompt payment when due of all other amounts due under this
Agreement, the Note or the other Loan Documents, or to declare a default for
failure to effect prompt payment of any such other amount.

          Section 10.6   NOTICES. All notices, consents, approvals and requests
required or permitted hereunder or under any other Loan Document shall be given
in writing and shall be effective for all purposes if hand delivered or sent by
(a) certified or registered United States mail, postage prepaid, return receipt
requested or (b) expedited prepaid delivery service, either commercial or United
States Postal Service, with proof of attempted delivery, and by telecopier (with
answer back acknowledged), addressed as follows (or at such other address and
Person as shall be designated from time to time by any party hereto, as the case
may be, in a written notice to the other parties hereto in the manner provided
for in this Section):

          If to Lender:

               Bear Stearns Commercial Mortgage, Inc.
               383 Madison Avenue
               New York, New York 10179
               Attention: J. Christopher Hoeffel

          If to Borrower:

               Inland Park Place Limited Partnership
               2901 Butterfield Road
               Oak Brook, IL 60523
               Attention: Alan F. Kremin

          with a copy to:

               Inland Retail Real Estate Trust, Inc.
               2901 Butterfield Road
               Oak Brook, IL 60523
               Attention: Robert H. Baum, Esq.

          A notice shall be deemed to have been given: in the case of hand
delivery, at the time of delivery; in the case of registered or certified mail,
when delivered or the first attempted delivery on a Business Day; or in the case
of expedited prepaid delivery and telecopy, upon the first attempted delivery on
a Business Day.

                                       73


          Section 10.7   TRIAL BY JURY. BORROWER AND LENDER HEREBY AGREE NOT
TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY BORROWER AND LENDER.

          Section 10.8   HEADINGS. The Article and/or Section headings and the
Table of Contents in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.

          Section 10.9   SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          Section 10.10  PREFERENCES.

          Lender shall have the continuing and exclusive right to apply or
reverse and reapply any and all payments by Borrower to any portion of the
obligations of Borrower hereunder. To the extent Borrower makes a payment or
payments to Lender, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the obligations hereunder or
part thereof intended to be satisfied shall be revived and continue in full
force and effect, as if such payment or proceeds had not been received by
Lender.

          Section 10.11  WAIVER OF NOTICE. Borrower shall not be entitled to any
notices of any nature whatsoever from Lender except with respect to matters for
which this Agreement or the other Loan Documents specifically and expressly
provide for the giving of notice by Lender to Borrower and except with respect
to matters for which Borrower is not, pursuant to applicable Legal Requirements,
permitted to waive the giving of notice. Borrower hereby expressly waives the
right to receive any notice from Lender with respect to any matter for which
this Agreement or the other Loan Documents do not specifically and expressly
provide for the giving of notice by Lender to Borrower.

          Section 10.12  REMEDIES OF BORROWER. In the event that a claim or
adjudication is made that Lender or its agents have acted unreasonably or
unreasonably delayed acting in any case where by law or under this Agreement or
the other Loan Documents, Lender or such agent,

                                       74


as the case may be, has an obligation to act reasonably or promptly, Borrower
agrees that neither Lender nor its agents shall be liable for any monetary
damages, and Borrower's sole remedies shall be limited to commencing an action
seeking injunctive relief or declaratory judgment. The parties hereto agree that
any action or proceeding to determine whether Lender has acted reasonably shall
be determined by an action seeking declaratory judgment.

          Section 10.13  EXPENSES; INDEMNITY.

          (a)      Borrower covenants and agrees to pay or, if Borrower fails to
pay, to reimburse, Lender upon receipt of written notice from Lender for all
reasonable costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by Lender in connection with (i) the preparation,
negotiation, execution and delivery of this Agreement and the other Loan
Documents and the consummation of the transactions contemplated hereby and
thereby and all the costs of furnishing all opinions by counsel for Borrower
(including without limitation any opinions requested by Lender as to any legal
matters arising under this Agreement or the other Loan Documents with respect to
the Property); (ii) Borrower's ongoing performance of and compliance with
Borrower's respective agreements and covenants contained in this Agreement and
the other Loan Documents on its part to be performed or complied with after the
Closing Date, including, without limitation, confirming compliance with
environmental and insurance requirements; (iii) Lender's ongoing performance and
compliance with all agreements and conditions contained in this Agreement and
the other Loan Documents on its part to be performed or complied with after the
Closing Date; (iv) except as otherwise provided in this Agreement, the
negotiation, preparation, execution, delivery and administration of any
consents, amendments, waivers or other modifications to this Agreement and the
other Loan Documents and any other documents or matters reasonably requested by
Lender; (v) securing Borrower's compliance with any requests made pursuant to
the provisions of this Agreement; (vi) the filing and recording fees and
expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses
incurred in creating and perfecting the Liens in favor of Lender pursuant to
this Agreement and the other Loan Documents; (vii) enforcing or preserving any
rights, in response to third party claims or the prosecuting or defending of any
action or proceeding or other litigation, in each case against, under or
affecting Borrower, this Agreement, the other Loan Documents, the Property, or
any other security given for the Loan; and (viii) enforcing any obligations of
or collecting any payments due from Borrower under this Agreement, the other
Loan Documents or with respect to the Property or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or of any insolvency or bankruptcy
proceedings; provided, however, that Borrower shall not be liable for the
payment of any such costs and expenses to the extent the same arise by reason of
the gross negligence, illegal acts, fraud or willful misconduct of Lender.

          (b)      BORROWER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS LENDER
FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND DISBURSEMENTS OF COUNSEL FOR LENDER IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING COMMENCED

                                       75


OR THREATENED, WHETHER OR NOT LENDER SHALL BE DESIGNATED A PARTY THERETO), THAT
MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST LENDER IN ANY MANNER
RELATING TO OR ARISING OUT OF (i) ANY BREACH BY BORROWER OF ITS OBLIGATIONS
UNDER, OR ANY MATERIAL MISREPRESENTATION BY BORROWER CONTAINED IN, THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, OR (ii) THE USE OR INTENDED USE OF THE
PROCEEDS OF THE LOAN (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"); PROVIDED,
HOWEVER, THAT BORROWER SHALL NOT HAVE ANY OBLIGATION TO LENDER HEREUNDER TO THE
EXTENT THAT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE,
ILLEGAL ACTS, FRAUD OR WILLFUL MISCONDUCT OF LENDER. TO THE EXTENT THAT THE
UNDERTAKING TO INDEMNIFY, DEFEND AND HOLD HARMLESS SET FORTH IN THE PRECEDING
SENTENCE MAY BE UNENFORCEABLE BECAUSE IT VIOLATES ANY LAW OR PUBLIC POLICY,
BORROWER SHALL PAY THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY
UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED
LIABILITIES INCURRED BY LENDER.

          Section 10.14  SCHEDULES INCORPORATED. The Schedules annexed hereto
are hereby incorporated herein as a part of this Agreement with the same effect
as if set forth in the body hereof.

          Section 10.15  OFFSETS, COUNTERCLAIMS AND DEFENSES. Any assignee of
Lender's interest in and to this Agreement, the Note and the other Loan
Documents shall take the same free and clear of all offsets, counterclaims or
defenses which are unrelated to such documents which Borrower may otherwise have
against any assignor of such documents, and no such unrelated counterclaim or
defense shall be interposed or asserted by Borrower in any action or proceeding
brought by any such assignee upon such documents and any such right to interpose
or assert any such unrelated offset, counterclaim or defense in any such action
or proceeding is hereby expressly waived by Borrower.

          Section 10.16  NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY
BENEFICIARIES.

          (a)      Borrower and Lender intend that the relationships created
hereunder and under the other Loan Documents be solely that of borrower and
lender. Nothing herein or therein is intended to create a joint venture,
partnership, tenancy-in-common, or joint tenancy relationship between Borrower
and Lender nor to grant Lender any interest in the Property other than that of
mortgagee, beneficiary or lender.

          (b)      This Agreement and the other Loan Documents are solely for
the benefit of Lender and Borrower and nothing contained in this Agreement or
the other Loan Documents shall be deemed to confer upon anyone other than Lender
and Borrower any right to insist upon or to enforce the performance or
observance of any of the obligations contained herein or therein. All conditions
to the obligations of Lender to make the Loan hereunder are imposed solely and
exclusively for the benefit of Lender and no other Person shall have standing to
require satisfaction of such conditions in accordance with their terms or be
entitled to assume that Lender will refuse to make the Loan in the absence of
strict compliance with any or all thereof

                                       76


and no other Person shall under any circumstances be deemed to be a beneficiary
of such conditions, any or all of which may be freely waived in whole or in part
by Lender if, in Lender's sole discretion, Lender deems it advisable or
desirable to do so.

          Section 10.17  PUBLICITY. All news releases, publicity or advertising
by Borrower or their Affiliates through any media intended to reach the general
public which refers to the Loan Documents or the financing evidenced by the Loan
Documents, to Lender, Bear Stearns, or any of their Affiliates shall be subject
to the prior written approval of Lender. All news releases, publicity or
advertising by Lender through any media intended to reach the general public
which refers solely to the Borrower or to the Loan made by the Lender to the
Borrower shall be subject to the prior written approval of Borrower, provided
however, the foregoing shall not apply to Provided Information included in
disclosure documents in connection with a Securitization.

          Section 10.18  WAIVER OF MARSHALLING OF ASSETS. To the fullest extent
permitted by law, Borrower, for itself and its successors and assigns, waives
all rights to a marshalling of the assets of Borrower, Borrower's partners and
others with interests in Borrower, and of the Property, or to a sale in inverse
order of alienation in the event of foreclosure of the Mortgage or sale of the
Property by power of sale, and agrees not to assert any right under any laws
pertaining to the marshalling of assets, the sale in inverse order of
alienation, homestead exemption, the administration of estates of decedents, or
any other matters whatsoever to defeat, reduce or affect the right of Lender
under the Loan Documents to a sale of the Property for the collection of the
Debt without any prior or different resort for collection or of the right of
Lender to the payment of the Debt out of the net proceeds of the Property in
preference to every other claimant whatsoever.

          Section 10.19  WAIVER OF COUNTERCLAIM. Borrower hereby waives the
right to assert a counterclaim, other than a compulsory counterclaim, in any
action or proceeding brought against it by Lender or its agents.

          Section 10.20  CONFLICT; CONSTRUCTION OF DOCUMENTS; RELIANCE. In the
event of any conflict between the provisions of this Loan Agreement and any of
the other Loan Documents, the provisions of this Loan Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower acknowledges that,
with respect to the Loan, Borrower shall rely solely on its own judgment and
advisors in entering into the Loan without relying in any manner on any
statements, representations or recommendations of Lender or any parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever in the exercise of any rights or remedies available to it under any
of the Loan Documents or any other agreements or instruments which govern the
Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower, and Borrower
hereby irrevocably waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's exercise of any such rights
or remedies. Borrower acknowledges that Lender engages in the business of real
estate financings and other real estate transactions and investments which may
be viewed as adverse to or competitive with the business of Borrower or its
Affiliates.

                                       77


          Section 10.21  BROKERS AND FINANCIAL ADVISORS. BORROWER HEREBY
REPRESENTS THAT IT HAS DEALT WITH NO FINANCIAL ADVISORS, BROKERS, UNDERWRITERS,
PLACEMENT AGENTS, AGENTS OR FINDERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OTHER THAN INLAND MORTGAGE CORP. BORROWER HEREBY
AGREES TO INDEMNIFY, DEFEND AND HOLD LENDER HARMLESS FROM AND AGAINST ANY AND
ALL CLAIMS, LIABILITIES, COSTS AND EXPENSES OF ANY KIND (INCLUDING LENDER'S
REASONABLE ATTORNEYS' FEES AND EXPENSES) IN ANY WAY RELATING TO OR ARISING FROM
A CLAIM BY ANY PERSON THAT SUCH PERSON ACTED ON BEHALF OF BORROWER OR LENDER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN. THE PROVISIONS OF THIS
SECTION 10.21 SHALL SURVIVE THE EXPIRATION AND TERMINATION OF THIS AGREEMENT AND
THE PAYMENT OF THE DEBT.

          Section 10.22  PRIOR AGREEMENTS. This Agreement and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in
respect of the transactions contemplated hereby and thereby, and all prior
agreements or understandings among or between such parties, whether oral or
written, including, without limitation, the Commitment Letter dated October 29,
2003, between Borrower and Lender are superseded by the terms of this Agreement
and the other Loan Documents and unless specifically set forth in a writing
contemporaneous herewith the terms, conditions and provisions of such prior
agreement do not survive execution of this Agreement.

          Section 10.23  TRANSFER OF LOAN. In the event that Lender transfers
the Loan, Borrower shall continue to make payments at the place set forth in the
Note until such time that Borrower is notified in writing by Lender that
payments are to be made at another place.

          (THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)

                                       78


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.


                           BORROWER:

                           INLAND PARK PLACE LIMITED
                           PARTNERSHIP, an Illinois limited partnership

                           By:   Inland Plano Investments, LLC, a Delaware
                                 limited liability company, its general partner

                                 By:    Inland American Centers, Inc., its
                                        sole member


                                        By:   /s/ Karen M. Kautz
                                              ----------------------
                                              Name: Karen M. Kautz
                                              Title: Vice President


                           LENDER:

                           BEAR STEARNS COMMERCIAL
                           MORTGAGE, INC., a New York corporation


                           By: -----------------------------------
                               Name:
                               Managing Director



                                   SCHEDULE I

                              Intentionally Omitted

                                        2


                                   SCHEDULE II

                                    RENT ROLL

                                   (next page)


                                    SCH. X-3


                                  SCHEDULE III

                                REQUIRED REPAIRS


                                    SCH. X-4


                                   SCHEDULE IV

                              Intentionally omitted


                                    SCH. X-5


                                   SCHEDULE V

                          OUT PARCEL RELEASE CONDITIONS

     1. Lender shall have received, together with the request for release, a
current survey in form acceptable to Lender in its reasonable discretion
depicting the Out Parcel to be released and the Remaining Property (as defined
below) and any appurtenant easements;

     2. Lender shall have received evidence satisfactory to Lender that there
are no subordinate liens, mortgages, deeds of trust or other security
instruments, as the case may be, encumbering the Property remaining encumbered
by the lien of the Mortgage (the "REMAINING PROPERTY"), including without
limitation a "bring down" or "date down" of the title insurance policies
insuring the lien of the Mortgage on such Property and an endorsement reflecting
the Property remaining encumbered by the lien of the Mortgage includes the
Remaining Property and any necessary easements or agreements in connection with
the release of the Out Parcel;

     3. Lender shall have received from Borrower payment of a $1,000.00 fee in
addition to payment of all Lender's costs and expenses, including reasonable
counsel fees and disbursements incurred in connection with the release of the
Out Parcel from the lien of the Mortgage and the review and approval of the
documents and information required to be delivered in connection therewith
("RELEASE EXPENSES");

     4. Lender shall have approved the deed and the legal description by which
the Out Parcel shall be conveyed, including any appurtenant easements for
access, parking or drainage comprising part of the Out Parcel, which approval
shall not unreasonably be withheld or delayed;

     5. Lender shall have received evidence reasonably satisfactory to Lender
that title to the Out Parcel shall be transferred to an entity other than a
Borrower;

     6. Lender shall have received evidence reasonably satisfactory to Lender
that the Remaining Property is or shall be (upon the completion of
nondiscretionary acts of the relevant municipality) comprised of one or more
legally created, subdivided and wholly independent tax lots and zoning lots,
separate from any adjoining land or improvements not constituting a part of such
lot or lots, and no other land or improvements is assessed and taxed together
with the Remaining Property or any portion thereof;

     7. Lender shall have received evidence satisfactory to Lender in its sole
and absolute discretion that the Remaining Property has adequate access to a
public road (a) for the use of the Remaining Property in connection with its
Permitted Use, and (b) in accordance with applicable zoning laws, ordinances and
regulations. A date down endorsement to the title policy delivered at the
closing, which included endorsements for access and zoning, without exception
for such matters, shall satisfy the foregoing; and

     8. Lender shall have received evidence satisfactory to Lender in its sole
and absolute discretion that the proposed use of the Out Parcel will be
complementary to the use of the Remaining Property.

                                    SCH. X-6


                                   SCHEDULE VI

                              INTENTIONALLY OMITTED


                                    SCH. X-7


                                  SCHEDULE VII

                       PROPERTY AFFECTED BY SECTION 4.1.22

                                 Not Applicable


                                    SCH. X-8


                                  SCHEDULE VIII

                              Intentionally Omitted


                                    SCH. X-9


                                   SCHEDULE IX

                              Intentionally Omitted


                                    SCH. X-10


                                   SCHEDULE X

                         OTHER CONTRACT FUNDS AGREEMENTS

                                      None.

                                       11

EX-10.19

                                                                   Exhibit 10.19

                             POST-CLOSING AGREEMENT

     THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the 31 day of
October, 2003, by INLAND PARK PLACE LIMITED PARTNERSHIP, an Illinois limited
partnership, having its principal place of business at 2901 Butterfield Road,
Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS COMMERCIAL MORTGAGE,
INC., a New York corporation, having an address at 383 Madison Avenue, New York,
New York 10179 ("Lender").

                                    RECITALS:

     A.   Borrower by its promissory note of even date herewith given to Lender
(the note together with all extensions, renewals, modifications, substitutions
and amendments thereof shall collectively be referred to as the "Note") is
indebted to Lender in the principal sum of THIRTEEN MILLION ONE HUNDRED TWENTY
SEVEN THOUSAND AND No/100 DOLLARS ($13,127,000.00) advanced pursuant to the Loan
Agreement of even date herewith between Borrower and Lender (together with all
extensions, renewals, modifications, substitutions and amendments thereof, the
"Loan Agreement"), in lawful money of the United States of America, with
interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.

     B.   The Loan is secured by, among other things, a Deed of Trust and
Security Agreement (the "Security Instrument"), dated as of the date hereof,
which grants Lender a first lien on the property encumbered thereby (the
"Property"). All and any of the documents other than the Note, the Security
Instrument and this Agreement now or hereafter executed by Borrower and/or
others and by or in favor of Lender, which wholly or partially secure or
guarantee payment of the Note are referred to as the "Other Security Documents."

     C.   Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.

                                   AGREEMENT:

     For good and valuable consideration the parties hereto agree as follows:

     1.   POST-CLOSING OBLIGATIONS. Borrower covenants and agrees to deliver to
Lender:

          (a) within sixty (60) days of the date hereof, an original estoppel
letter executed by Michaels Stores, Inc. that does not contain an alleged
potential default for a roof leak, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion; and

          (b) within thirty (30) days of the date hereof, seven (7) copies of a
revised survey of the Property, certified to Lender and its successors and
assigns and otherwise in form and substance acceptable to Lender.



     2.   GOVERNING LAW. This Agreement shall be deemed to be a contract entered
into pursuant to the laws of the State of New York and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
State of New York.

     3.   NOTICES. All notices or other written communications to Borrower or
Lender hereunder shall be deemed to have been properly given (i) upon delivery,
if delivered in person with receipt acknowledged by the recipient thereof, (ii)
one (1) Business Day (hereinafter defined) after having been deposited for
overnight delivery with any reputable overnight courier service, or (iii) three
(3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to Borrower or Lender at their addresses set forth in the Security
Instrument or addressed as such party may from time to time designate by written
notice to the other parties. For purposes of this Agreement, the term "Business
Day" shall mean any day other than Saturday, Sunday or any other day on which
banks are required or authorized to close in New York, New York.

     Either party by notice to the other may designate additional or different
addresses for subsequent notices or communications.

     4.   NO ORAL CHANGE. This Agreement, and any provisions hereof, may not be
modified, amended, waived, extended, changed, discharged or terminated orally or
by any act or failure to act on the part of Borrower or Lender, but only by an
agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.

     5.   LIABILITY. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be binding upon and inure to the benefit of
Borrower and Lender and their respective successors and assigns forever.

     6.   INAPPLICABLE PROVISIONS. If any term, covenant or condition of this
Agreement is held to be invalid, illegal or unenforceable in any respect, this
Agreement shall be construed without such provision.

     7.   HEADINGS, ETC. The headings and captions of various paragraphs of this
Agreement are for convenience of reference only and are not to be construed as
defining or limiting, in any way, the scope or intent of the provisions hereof.

     8.   DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed in
any number of duplicate originals and each duplicate original shall be deemed to
be an original. This Agreement may be executed in several counterparts, each of
which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Assignment. The failure of any party hereto
to execute this Agreement, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.

     9.   NUMBER AND GENDER. Whenever the context may require, any pronouns used
herein shall include the corresponding masculine, feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice versa.

                                        2


     10.  SECONDARY MARKET/SERVICING. Lender may, at any time, sell, transfer or
assign this Agreement, the Note, the Security Instrument and the Other Security
Documents, and any or all servicing rights with respect thereto, or grant
participations therein or issue mortgage passthrough certificates or other
securities evidencing a beneficial interest in a rated or unrated public
offering or private placement (the "Securities"). Lender may forward to each
purchaser, transferee, assignee, servicer, participant, investor in such
Securities or any Rating Agency rating such Securities (collectively, the
"Investor") and each prospective Investor, all documents and information which
Lender now has or may hereafter acquire relating to the Debt and to Borrower and
the Property, whether furnished by Borrower or otherwise, as Lender determines
necessary or desirable. Borrower agrees to cooperate with Lender in connection
with any transfer made or any Securities created pursuant to the Security
Instrument, including, without limitation, the delivery of an estoppel
certificate in accordance therewith, and such other documents as may be
reasonably requested by Lender. Borrower shall also furnish and Borrower
consents to Lender furnishing to such Investors or such prospective Investors
any and all information concerning the Property, the Leases, the financial
condition of Borrower as may be requested by Lender, any Investor or any
prospective Investor in connection with any sale, transfer or participation
interest. Lender may retain or assign responsibility for servicing the Loan,
including the Note, the Security Instrument, this Agreement and the Other
Security Documents, or may delegate some or all of such responsibility and/or
obligations to a servicer including, but not limited to, any subservicer or
master servicer. Lender may make such assignment or delegation on behalf of the
Investors if the Note is sold or this Agreement or the Other Security Documents
are assigned. All references to Lender herein shall refer to and include any
such servicer to the extent applicable.

     11.  MISCELLANEOUS.

          (a)   Wherever pursuant to this Agreement (i) Lender exercises any
right given to it to approve or disapprove, (ii) any arrangement or term is to
be satisfactory to Lender, or (iii) any other decision or determination is to be
made by Lender, the decision of Lender to approve or disapprove, all decisions
that arrangements or terms are satisfactory or not satisfactory and all other
decisions and determinations made by Lender, shall be in the sole and absolute
discretion of Lender and shall be final and conclusive, except as may be
otherwise expressly and specifically provided herein.

          (b)   Wherever pursuant to this Agreement it is provided that Borrower
pay any costs and expenses, such costs and expenses shall include, but not be
limited to, legal fees and disbursements of Lender, whether retained firms, the
reimbursement for the expenses of in-house staff or otherwise.

     12.  EXCULPATION. Borrower's obligations under this Agreement are subject
to the provisions of Section 9.4 of the Loan Agreement, and such provisions are
incorporated herein by reference.

                                        3


     IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
date and year first written above.

                            BORROWER:

                            INLAND PARK PLACE LIMITED
                            PARTNERSHIP, an Illinois limited partnership


                            By:  Inland Plano Investments, LLC, a Delaware
                                 limited liability company, its general partner


                                 By: Inland American Centers, Inc., its
                                     sole member


                                     By:  /s/ Karen M. Kautz
                                          -----------------------
                                          Name: Karen M. Kautz
                                          Title: Vice President


                            LENDER:

                            BEAR STEARNS COMMERCIAL
                            MORTGAGE, INC., a New York corporation


                            By:
                                 ---------------------------------------
                                 Michael A. Forastiere
                                 Managing Director

EX-10.20

                                                                   Exhibit 10.20

                           PURCHASE AND SALE AGREEMENT

                               Darien Towne Centre
                                Darien, Illinois


                                 by and between


                           75TH AND LYMAN CORPORATION,
                             a Delaware corporation,

                                     SELLER


                                       and


                      INLAND RETAIL REAL ESTATE TRUST, INC.
                             a Maryland corporation,

                                    PURCHASER


                            DATED: November 12, 2003



                                TABLE OF CONTENTS



                                                                                       Page
                                                                                     
1.      DEFINITIONS......................................................................1

2.      SALE; PURCHASE PRICE.............................................................4

2.1     Purchase and Sale................................................................4

2.2     Purchase Price...................................................................5

3.      DUE DILIGENCE AND TENANT ESTOPPELS...............................................5

3.1     Seller's Deliveries; Work Product................................................5

3.2     Due Diligence....................................................................7

3.3     Title and Survey................................................................10

3.4     Tenant Estoppels................................................................11

3.5     Bulk Sales......................................................................12

4.      CLOSING; ADDITIONAL CONDITIONS; DELIVERIES......................................12

4.1     Time, Place and Manner of Closing...............................................12

4.2     Condition to Parties' Obligation to Close.......................................13

4.3     Deliveries......................................................................13

4.4     Permitted Termination...........................................................15

5.      PRORATIONS......................................................................15

5.1     Post-Closing Tenant Contributions and Security Deposits.........................15

5.2     Prorations for Closing Month....................................................16

5.3     Percentage Rent.................................................................16

5.4     Order of Application............................................................16

5.5     Operating Expenses..............................................................16

5.6     Real Estate Taxes...............................................................17

5.7     Utilities.......................................................................17


                                      - i -


                                                                                     
5.8     Leasing Costs...................................................................17

5.9     Insurance Policies and Property Management Agreements...........................18

5.10        Other Proration Matters.....................................................18

5.11        Survival....................................................................18

6.      SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS..............................18

6.1     Power...........................................................................18

6.2     Requisite Action................................................................18

6.3     Authority.......................................................................18

6.4     Conflicts.......................................................................19

6.5     Leases..........................................................................19

6.6     Service Contracts...............................................................19

6.7     Violation Notices...............................................................19

6.8     Litigation......................................................................19

6.9     Lease Brokerage.................................................................20

6.10        Environmental Matters.......................................................20

6.11        Licenses and Permits........................................................20

6.12        Employment..................................................................20

6.13        Limitations on Seller's Representations and Warranties......................20

7.      PURCHASE AS-IS..................................................................21

7.1     Waiver of Contribution and Disclaimer Concerning Perchloroethylene..............22

8.      PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS...........................23

8.1     Power...........................................................................23

8.2     Requisite Action................................................................23

8.3     Authority.......................................................................23

8.4     Conflicts.......................................................................23

8.5     Litigation......................................................................24



                                     - ii -


                                                                                     
8.6     ERISA...........................................................................24

8.7     Survival of Purchaser's Warranties..............................................24

9.      CLOSING COSTS...................................................................24

10.         COMMISSIONS.................................................................24

11.         POSSESSION..................................................................25

12.         ATTORNEYS' FEES AND COSTS...................................................25

13.         NOTICES.....................................................................25

14.         FIRE OR OTHER CASUALTY; CONDEMNATION........................................26

14.1        Casualty....................................................................26

14.2        Eminent Domain..............................................................26

15.         OPERATIONS AFTER DATE OF THIS AGREEMENT.....................................27

16.         ASSIGNMENT..................................................................28

17.         REMEDIES....................................................................29

17.1        Purchaser's Remedies........................................................29

17.2        Seller's Remedies...........................................................29

17.3        Survival....................................................................30

18.         MISCELLANEOUS...............................................................31

18.1        Entire Agreement............................................................31

18.2        Time........................................................................31

18.3        Counterpart Execution.......................................................31

18.4        Governing Law...............................................................31

18.5        Confidentiality.............................................................31

18.6        Recordation.................................................................32



                                     - iii -


                                                                                     
18.7        Benefit.....................................................................32

18.8        Section Headings............................................................32

18.9        Further Assurances..........................................................32

18.10       Severability................................................................33

18.11       Waiver of Trial by Jury.....................................................33

18.12       Independent Counsel.........................................................33

18.13       Governmental Approval.......................................................33

18.14       No Waiver...................................................................33

18.15       Discharge and Survival......................................................34

18.16       Designation of Reporting Person.............................................34

19.         EXCULPATION OF SELLER AND RELATED PARTIES...................................34

20.......................................................................................I

21.     IRV'S MENSWEAR...................................................................I



                                     - iv -


                           PURCHASE AND SALE AGREEMENT

      THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") is made and entered
into as of the 12th day of November, 2003, by and between 75TH AND LYMAN
CORPORATION, a Delaware corporation ("SELLER"), and INLAND RETAIL REAL ESTATE
TRUST, INC., a Maryland corporation ("PURCHASER").

      Seller desires to sell and Purchaser desires to purchase the Property (as
defined below) commonly known as the Darien Towne Centre in the City of Darien,
County of DuPage and State of Illinois, subject to and on the terms and
provisions of and for the considerations set forth in this Agreement.

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

1.    DEFINITIONS.

      As used in this Agreement, the following terms have the following
meanings:

            "ADDITIONAL TITLE REVIEW DATE" has the meaning assigned to that term
      in SECTION 3.3.

            "AFFIDAVIT" has the meaning assigned to that term in SECTION 4.3.

            "ASSIGNMENT OF CONTRACTS" has the meaning assigned to that term in
      SECTION 4.3.

            "ASSIGNMENT OF LEASES" has the meaning assigned to that term in
      SECTION 4.3.

            "CASH BALANCE" has the meaning assigned to that term in SECTION 2.2.

            "CASUALTY ELECTION DATE" has the meaning assigned to that term in
      SECTION 14.1.

            "CB" means Seller's investment manager, CBRE Investors LLC.

            "CLOSING" has the meaning assigned to that term in SECTION 4.1.

            "CLOSING DATE" means ten (10) calendar days following the Due
      Diligence Expiration Date or such other date as is agreed by Seller and
      Purchaser.

            "CONDEMNATION ELECTION DATE" has the meaning assigned to that term
      in SECTION 14.2.

            "CRITICAL TENANTS" has the meaning assigned to that term in SECTION
      3.4.

            "DEED" has the meaning assigned to that term in SECTION 4.3.

            "DUE DILIGENCE" has the meaning assigned to that term in SECTION
      3.2.

                                      - 1 -


            "DUE DILIGENCE EXPIRATION DATE" means 5:00 p.m. Chicago Time on the
      date that is thirty (30) days following the date of this Agreement.

            "EARNEST MONEY" has the meaning assigned to that term in
      SECTION 2.2.

            "ENVIRONMENTAL DUE DILIGENCE EXPIRATION DATE" means 5:00 p.m.
      Chicago Time on the date that is fourteen (14) calendar days following the
      date of this Agreement.

            "ENVIRONMENTAL LAWS" means all federal, state and local
      environmental laws, rules, statutes, directives, ordinances and
      regulations issued by any governmental entity and in effect as of the date
      of this Agreement which regulate Hazardous Materials affecting the Real
      Property, or any portion thereof, and as same have been amended, modified
      or supplemented from time to time prior to the date of this Agreement,
      including but not limited to the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.),
      the Hazardous Substances Transportation Act (49 U.S.C. Section 1802 et
      seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901
      et seq.), the Water Pollution Control Act (33 U.S.C. Section 1251 et
      seq.), the Safe Drinking Water Act (42 U.S.C. Section 300f et seq.), the
      Clean Air Act (42 U.S.C. Section 7401 et seq.), the Solid Waste Disposal
      Act (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act (15
      U.S.C. Section 2601 et seq.), the Emergency Planning and Community
      Right-to-Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the Radon and
      Indoor Air Quality Research Act (42 U.S.C. Section 7401 note, et seq.),
      the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. Section
      9601 et seq.), comparable state and local laws, and any and all rules and
      regulations which have become effective prior to the date of this
      Agreement under any and all of the aforementioned laws.

            "ESCROW COMPANY" means Chicago Title Insurance Company, 171 N. Clark
      Street, Chicago, IL 60601-3294, Attention: Nancy Castro, Senior Escrow
      Officer.

            "HAZARDOUS MATERIALS" means any substance which is designated,
      defined, classified or regulated as a hazardous or toxic substance,
      hazardous material, hazardous waste, pollutant or contaminant (including
      petroleum, petroleum by-products, radon, asbestos and asbestos containing
      materials, polychlorinated biphenyls, radioactive elements, infectious
      agents, and urea formaldehyde), as such terms are used in any
      Environmental Laws.

            "INDEMNIFIED PARTIES" has the meaning assigned to that term in
      SECTION 3.2.

            "INTANGIBLE PROPERTY" means, to the extent freely transferable by
      Seller, all right, title and interest, if any, of Seller in: (a) any and
      all permits, entitlements, filings, building plans, specifications and
      working drawings, certificates of occupancy, operating permits, sign
      permits, development rights and approvals, certificates, licenses,
      warranties and guarantees; (b) all trade names, service marks,
      designations and logos, and all tenant lists, advertising materials and
      telephone exchange numbers identified with the Property; and (c) all other
      intangible property, miscellaneous rights, benefits or privileges of any
      kind or character relating solely to the Property, to the extent such
      right, title and interest is

                                      - 2 -


      transferable by Seller to Purchaser without violating any legal
      obligation; PROVIDED, HOWEVER, that the Intangible Property shall not
      include claims, actions, causes of action, judgments, receivables, cash,
      securities, cash equivalents, or the name of Seller.

            "LAND" means the real property legally described on the attached
      SCHEDULE 1.

            "LATER DATE DEFECTS" has the meaning assigned to that term in
      SECTION 3.3.

            "LEASES" means all unexpired leases, subleases, occupancy
      agreements, and any other agreements for the use, possession, or occupancy
      of any portion of the Real Property as of the Closing Date listed on
      SCHEDULE 6.5 and any tenant guaranties delivered in connection with any of
      the foregoing.

            "LEASING COSTS" has the meaning assigned to that term in SECTION
      5.8.

            "LEASING STATUS REPORT" has the meaning assigned to that term in
      SECTION 15(b).

            "NOTICE" has the meaning assigned to that term in SECTION 13.

            "NOTICE DATE" has the meaning assigned to that term in SECTION 15.

            "PERMITTED EXCEPTIONS" has the meaning assigned to that term in
      SECTION 3.3.

            "PERSONAL PROPERTY" means all of the right, title, and interest of
      Seller in and to the tangible personal property, which is located at and
      used in connection with any of the Real Property and identified on
      SCHEDULE 4.3, but specifically excluding: (a) any personal property owned,
      financed or leased by the tenants under the Leases; (b) any computer
      software which either is licensed to Seller or Seller deems proprietary;
      (c) any tangible personal property owned by any unaffiliated on-site
      property manager; (d) internal memoranda, correspondence, analyses,
      documents or reports prepared by or for Seller, its shareholders, Property
      Manager, CB, or their agents in connection with this Agreement, the sale
      of the Property, the acquisition of the Property by Seller (other than
      environmental, structural and other reports, if any, prepared by third
      parties relating to the physical condition of the Property); (e)
      communications between Seller, its shareholders, Property Manager, CB,
      and/or their agents; (f) appraisals, assessments or other valuations of
      the Property in the possession of Seller, its shareholders, Property
      Manager, CB, or their agents; (g) offers or inquiries from third parties
      relating to the purchase of the Property; (h) organizational documents of
      Seller; (i) personnel records of Seller; and (j) communications or other
      internal memoranda, correspondence, analyses, documents or reports that
      are subject to an attorney-client or other evidentiary privilege.

            "PROPERTY" means the Real Property, the Personal Property, the
      Service Contracts, the Leases and the Intangible Property.

            "PROPERTY MANAGER" means Seller's property manager, the Trammell
      Crow Company.

                                      - 3 -


            "PROPERTY MANAGER'S OFFICE" means the Property Manager's office at
      1375 East Woodfield Road, Suite 750, Schaumburg, Illinois 60173.

            "PROPOSAL" has the meaning assigned to that term in SECTION 15(b).

            "PRORATION DATE" has the meaning assigned to that term in SECTION 5.

            "PURCHASE DOCUMENTS" has the meaning assigned to that term in
      SECTION 19.

            "PURCHASE PRICE" has the meaning assigned to that term in SECTION
      2.2.

            "REAL PROPERTY" means the Land, together with any improvements
      thereon and appurtenances thereto, including, but not limited to, all
      buildings and structures located on the Land.

            "REPORTING PERSON" has the meaning assigned to that term in SECTION
      18.16.

            "SELLER'S DEFAULT" has the meaning assigned to that term in SECTION
      17.

            "SELLER'S UNDERTAKINGS" has the meaning assigned to that term in
      SECTION 19.

            "SERVICE CONTRACTS" means all service contracts, equipment leases
      and other agreement relating to the Property listed on SCHEDULE 6.6.

            "SURVEY" has the meaning assigned to that term in SECTION 3.3.

            "SURVIVING OBLIGATIONS" means the provisions in this Agreement
      designated as surviving Closing or any termination of this Agreement.

            "TENANT CONTRIBUTIONS" has the meaning assigned to that term in
      SECTION 5.1.

            "TITLE COMMITMENT" has the meaning assigned to that term in SECTION
      3.3.

            "TITLE COMPANY" means Chicago Title Insurance Company which has a
      mailing address at 171 N. Clark Street, Chicago, IL 60601-3294, Attention:
      Robert Strybel, Esq.

            "TITLE POLICY" has the meaning assigned to that term in SECTION 3.3.

            "TITLE AND SURVEY REVIEW DATE" has the meaning assigned to that term
      in SECTION 3.3.

2.    SALE: PURCHASE PRICE.

      2.1   PURCHASE AND SALE.

      Subject to the terms and provisions of this Agreement, Seller agrees to
sell and convey to Purchaser, and Purchaser agrees to purchase from Seller the
Property.

                                      - 4 -


      2.2   PURCHASE PRICE.

      The total purchase price (hereinafter called the "PURCHASE PRICE") to be
paid by Purchaser to Seller for the Property shall be Thirty Million and 00/100
Dollars ($30,000,000.00). The Purchase Price shall be payable in the following
manner:

            (a)   Earnest Money.

      Purchaser shall, within five (5) business days after the date of this
Agreement, deposit with the Escrow Company, as escrow agent, the amount of One
Million Dollars ($1,000,000) (the "EARNEST MONEY"). All Earnest Money shall be
non-refundable, except as otherwise provided in this Agreement. All Earnest
Money shall be in the form of a wire transfer of immediately available United
States of America funds. The Earnest Money shall be held and disbursed by the
Escrow Company acting as escrow agent. The Earnest Money shall be invested in an
interest bearing account at a federally insured institution. Any interest
accruing on the Earnest Money shall be deemed part of the Earnest Money and paid
to the party to which the Earnest Money is distributed or credited pursuant to
the provisions of this Agreement. Purchaser shall provide its federal taxpayer
identification number to Escrow Company upon the opening of escrow. If the sale
is consummated in accordance with the terms of this Agreement, the Earnest Money
and any interest thereon shall be applied to the Purchase Price to be paid by
Purchaser at the Closing. If Purchaser fails to timely deliver the Earnest
Money, it shall be a material default and Seller may terminate the Agreement. If
this Agreement is terminated by either party pursuant to a right to do so
provided herein (other than a termination by Seller pursuant to SECTION 17 on
account of a breach of Purchaser's obligations hereunder), then the Earnest
Money shall be refunded to Purchaser.

            (b)   Cash Balance.

      Subject to the satisfaction or waiver of all conditions precedent to
Purchaser's obligations to consummate the transactions contemplated by this
Agreement, Purchaser shall pay to Seller the balance of the Purchase Price,
subject to the prorations described in SECTION 5 below, in cash (the "CASH
BALANCE"), by wire transfer, no later than noon (Chicago Time) on the Closing
Date, of immediately available United States of America funds to the Escrow
Company for payment to Seller, in accordance with the terms and conditions of
this Agreement.

3.    DUE DILIGENCE AND TENANT ESTOPPELS.

      3.1   SELLER'S DELIVERIES; WORK PRODUCT.

      Within five (5) days after the date of this Agreement, Seller shall (i)
deliver to Purchaser, for Purchaser's inspection items enumerated (a), (b), (c),
(d), (e), (f), (g) and (h) below and (ii) make available to Purchaser, for
Purchaser's inspection and copying, the files containing the items enumerated
(i), (j) and (k) below, which are in Seller's actual possession or maintained by
the Property Manager at the Property Manager's Office and which relate solely to
the Property:

            (a)   all Leases;

                                      - 5 -


            (b)   all Service Contracts entered into by Seller;

            (c)   copies of the real estate tax bills for the current year and
      two prior years, if available;

            (d)   any existing third party environmental reports, including any
      Phase I environmental reports, structural, roof and engineering reports,
      and architectural plans, specifications and drawings relating to the
      physical condition of the Property;

            (e)   annual operating statements for the Property for the last
      three calendar years and monthly operating statements for the months in
      the current year prepared by the Property Manager;

            (f)   a copy of the most current rent roll prepared by or for Seller
      in the ordinary course of its business;

            (g)   copies of all Proposals presently outstanding;

            (h)   certificates of occupancy and zoning letters pertaining to the
      Property (in either case, to the extent available in files maintained in
      the Property Manager's Office);

            (i)   tenant's insurance certificates; and

            (j)   all existing contracts and work orders for pending repairs or
      capital improvements to be performed at the Property, and all contracts
      for such work performed during the twelve (12) months immediately
      preceding the date of this Agreement for a contract price in excess of Ten
      Thousand Dollars ($10,000); and

            (k)   all other documents maintained in the ordinary course of
      business in the tenant files maintained in the Property Manager's Office,
      including without limitation lease abstracts (if any), existing estoppel
      certificates (if any) and tenant financial statements.

      Notwithstanding the foregoing, in no event shall Seller be required to
deliver or make available to Purchaser any items specifically excluded from the
definition of "Personal Property" set forth in SECTION 1.

      Seller shall deliver to Purchaser any documents described in clauses (a)
through (j) of this SECTION 3.1 and first coming into Seller's actual possession
or produced by Seller after the initial delivery and shall continue to make
available the same and any other documents described in this SECTION 3.1 during
the pendency of this Agreement.

      For purposes of this Agreement, references to "Seller's actual
possession," "Seller's possession," or to terms of similar import shall mean
only those items which are in the actual physical possession or under the actual
control of Property Manager, Seller or CB at CB's Bellevue, Washington office,
and expressly excludes any duty of inquiry or investigation and any constructive
or imputed possession or control. Seller shall instruct Seller's Property
Manager to make available any of the documents described in SECTION 3.1(a)-(k)
and located at the Property

                                      - 6 -


Manager's Office for Purchaser's inspection and copying at [Property Manager's
Office]. The information and documents provided under this SECTION 3.1 are
subject to the obligation of confidentiality in SECTION 18.5 below and to the
limitations and disclaimers in SECTION 7 below.

      In the event this Agreement terminates for any reason, Purchaser shall
promptly, but in no event later than five (5) business days after such
termination, deliver to Seller (i) all information delivered by Seller or
representatives of Seller to Purchaser or Purchaser's representatives and any
copies or compilations thereof, including without limitation, the materials
described in this SECTION 3.1; and (ii) subject to limitations on distribution
of any materials by the preparer thereof, copies of all surveys, environmental
audits, engineering studies, drawings, blueprints, soil reports, maps, master
plans, feasibility studies, and other similar reports and studies prepared by or
for Purchaser or its representatives by third parties that pertain to the
Property, without representation or warranty. Upon termination of this
Agreement, Purchaser will assign to Seller any agreements with third parties and
rights relating to studies, reports, plans, drawings or other work related to
the Property, including without limitation architectural and engineering work
product, to the extent assignable. The terms of this SECTION 3.1 shall survive
the termination of this Agreement.

      3.2   DUE DILIGENCE.

      Purchaser and its representatives shall be permitted to enter upon the
Property at any reasonable time and from time to time before the Closing Date to
examine, inspect and investigate the Property as well as all records and other
documentation made available by Seller in accordance with this Agreement
(collectively, "DUE DILIGENCE"). The Due Diligence shall be subject to the
terms, conditions and limitations set forth in this SECTION 3.2.

            (a)   Purchaser shall have a right to enter upon the Property for
      the purpose of conducting its Due Diligence provided that in each such
      instance (i) Purchaser notifies CB of its intent to enter the Property to
      conduct its Due Diligence not less than forty-eight (48) hours prior to
      such entry; (ii) the date and approximate time period are scheduled with
      Seller; and (iii) Purchaser and its representatives, agents, employees and
      contractors are in full compliance with the insurance requirements set
      forth in SECTION 3.2. At Seller's election, a representative of Seller
      shall be present during any entry by Purchaser or its representatives upon
      the Property for conducting its Due Diligence. Purchaser shall take all
      necessary actions to insure that neither it nor any of its
      representatives, representatives, agents, employees and contractors
      interfere with the tenants or ongoing operations occurring at the
      Property. Purchaser shall not cause or permit any mechanic liens,
      materialmen's liens or other liens to be filed against the Property as a
      result of it Due Diligence or other activities prior to Closing.

            (b)   From and after the date of this Agreement through and
      including the Closing Date, Purchaser may communicate with tenants in the
      Property, provided that (i) Purchaser notifies Seller, not less than
      forty-eight (48) hours prior to each such proposed communication of the
      desired date and time of such communication and the names of the tenants
      with which it wishes to communicate, and Purchaser shall use its best
      efforts to consolidate its communications with tenants so that such
      communications will occur

                                      - 7 -


      consecutively on no more than one (1) day in any calendar week; (ii)
      Seller or an authorized representative of the Property Manager (and not
      Purchaser) shall contact the tenants to arrange each such communication
      giving due consideration to Purchaser's requested date and time; (iii) a
      representative of CB must participate in any such communications, at
      Seller's election; and (iv) each such communication shall be limited to a
      general discussion of that tenant's lease and shall specifically exclude
      the making of any proposals to amend, buy out, relocate, or otherwise deal
      with such tenant's lease. Purchaser shall specifically notify all existing
      or prospective tenants with whom it or any of its representatives
      communicates that Purchaser has no authority to speak for or otherwise
      bind Seller and that any proposal proffered by Purchaser with respect to
      the Property shall be contingent upon sale of the Property by Seller to
      Purchaser.

            (c)   If prior to the Due Diligence Expiration Date, Purchaser
      becomes aware of any problem or defect in the Property or any other aspect
      of the Property which Purchaser in its sole discretion determines makes
      the Property unsuitable to Purchaser, Purchaser may (for any reason or no
      reason) terminate this Agreement by giving notice of termination to Seller
      on or before the Due Diligence Expiration Date. In the event of such
      termination, all of the Earnest Money shall be returned to Purchaser and
      neither party shall have any further obligations to the other party,
      except for the Surviving Obligations. If Purchaser does not timely give
      notice of such termination, Purchaser shall be deemed to have waived the
      right to terminate provided for in this SECTION 3.2(c) and this Agreement
      shall continue in full force and effect. Notwithstanding the foregoing,
      (i) Purchaser shall have until the Environmental Due Diligence Expiration
      Date to determine, whether the environmental condition of the Property is
      acceptable to Purchaser in Purchaser's sole discretion, and (ii) if
      Purchaser does not terminate this Agreement by the Environmental Due
      Diligence Expiration Date, Purchaser shall be deemed to have accepted the
      environmental condition of the Property and Purchaser thereafter shall not
      be entitled to conduct environmental due diligence prior to the Due
      Diligence Expiration Date.

            (d)   From the Due Diligence Expiration Date and until five (5) days
      prior to the Closing Date, Purchaser may give notice to Seller requesting
      termination of any or all of the Service Contracts which are noted on
      SCHEDULE 6.6 as being terminable upon notice by Seller. Seller will
      deliver notice to terminate such Service Contracts within three (3)
      business days following receipt of Purchaser's notice identifying the
      Service Contracts to be terminated. Purchaser agrees to and shall assume
      all Service Contracts not terminated prior to Closing (including each and
      every Services Contract as to which a termination notice was sent pursuant
      to the foregoing but for which the requisite notice period for termination
      of such Service Contract has not yet expired).

            (e)   Purchaser shall have the right to conduct, at its sole cost
      and expense, any reasonable inspections, studies or tests appropriate in
      determining the condition of the Property, provided, however, Purchaser is
      not permitted to perform any intrusive testing, including, without
      limitation, a Phase II environmental assessment or boring, without first
      (i) submitting to Seller the scope and inspections for such testing; and
      (ii) obtaining the prior written consent of Seller, which consent shall
      not be unreasonably withheld or delayed.

                                      - 8 -


            (f)   Purchaser agrees to indemnify, defend and hold Seller and its
      partners, trustees, beneficiaries, shareholders, members, managers,
      advisors and other agents and their respective partners, trustees,
      beneficiaries, employees, officers, directors and shareholders (the
      "INDEMNIFIED PARTIES") harmless from and against any and all claims,
      losses, damages, costs and expense (including, without limitation
      reasonable attorneys' fees and court costs) suffered or incurred by any of
      the Indemnified Parties as a result of or in connection with any
      activities of Purchaser (including activities of any of Purchaser's
      employees, consultants, contractors or other agents) relating to the
      Property, including, without limitation, mechanics' liens, damage to the
      Property, injury to persons or property resulting from such activities in
      connection therewith; except to the extent caused by the negligence or
      willful misconduct of any of the Indemnified Parties. In the event that
      the Property is disturbed or altered in any way as a result of such
      activities, Purchaser shall promptly restore the Property to its condition
      existing prior to the commencement of such activities which disturbed or
      altered the Property.

            (g)   Furthermore, Purchaser agrees to maintain and cause any of its
      employees, representatives, agents and contractors conducting any Due
      Diligence to maintain and have in effect commercial general liability
      insurance on an occurrence basis, covering activities on or about the
      Property, including (i) all risk coverage; (ii) contractual liability
      (which includes, without limitation, coverage for the indemnity and hold
      harmless agreement set forth in SECTION 3.2(f)), against claims for bodily
      injury, personal injury (with employee and contractual exclusions
      deleted), property damage and death; (iii) waiver of subrogation; and (iv)
      combined single limit of not less than One Million Dollars ($1,000,000)
      per occurrence and in the aggregate. Prior to entering the Property,
      Purchaser shall furnish Seller with certificates showing that all
      insurance is being maintained as required herein and endorsements naming
      Seller and its shareholders, officers, and directors as additional
      insureds under such policies. Each such certificate of insurance shall
      contain a provision that the coverage afforded under such policies will
      not be canceled or modified until at least thirty (30) days prior written
      notice has been given to Seller. If any such insurance policy expires
      before the termination of this Agreement, Seller shall be provided with
      renewal certificates or binders not less than thirty (30) days prior to
      such expiration together with evidence of the payment of premiums thereon.
      This SECTION 3.2(g) shall survive Closing or any termination of this
      Agreement.

            (h)   Purchaser acknowledges and agrees that it shall have no right
      to review or inspect any of the following: (i) internal memoranda,
      correspondence, analyses, documents or reports prepared by or for Seller,
      its shareholders, Property Manager, CB, or their agents in connection with
      this Agreement, the sale of the Property, the acquisition of the Property
      by Seller (other than environmental, structural and other reports, if any,
      prepared by third parties relating to the physical condition of the
      Property); (ii) communications between Seller, its shareholders, Property
      Manager, CB, and/or their agents; (iii) appraisals, assessments or other
      valuations of the Property in the possession of Seller, its shareholders,
      Property Manager, CB, or their agents; (iv) offers or inquiries from third
      parties relating to the purchase of the Property; (v) organizational
      documents of Seller; (vi) personnel records of Seller; and (vii)
      communications or other internal memoranda,

                                      - 9 -


      correspondence, analyses, documents or reports that are subject to an
      attorney-client or other evidentiary privilege.

      3.3   TITLE AND SURVEY.

            (a)   Within ten (10) days after the date of this Agreement, Seller
      shall obtain and deliver to Purchaser for Purchaser's review a commitment
      for extended coverage owner's policy of title insurance, on the Real
      Property issued by the Title Company, along with a copy of each instrument
      listed as an exception thereon (the "TITLE COMMITMENT"). Seller shall also
      obtain and deliver an as-built survey of the Property, certified to the
      Purchaser, Purchaser's assigns under this Agreement and the Title Company
      as of a date not earlier than thirty (30) days prior to the date of this
      Agreement, and reflecting all special exceptions on the Title Commitment
      and apparent improvements, utility lines, easements, encroachments and
      parking spaces (including handicap parking spaces) on the Property and
      containing Table A Optional Survey Responsibilities and Specifications 1,
      2, 3, 4, 6, 7(a), (b)(1) and (2), (c), 8, 9, 10, 11, 12, 13, 14, 15 and 16
      (the "SURVEY"). Seller shall pay the costs relating to the Survey and the
      premium for a standard coverage owner's policy of title insurance.
      Purchaser shall pay all additional premiums associated with an extended
      coverage owner's policy of title insurance. Purchaser may obtain, at its
      sole cost and expense, any desired endorsements to the extent available.

            (b)   Purchaser shall have until the later of the Due Diligence
      Expiration Date or the date which is ten (10) days after receipt of the
      last of (i) the Title Commitment, (ii) the Survey and (iii) all title
      exception documents (such date being referred to as the "TITLE AND SURVEY
      REVIEW DATE"), to examine the Title Commitment or Survey and make any
      objections thereto, said objections to be made by notice to Seller given
      on or before the Title and Survey Review Date. If Purchaser shall fail to
      give notice of its objection to any exception to the Title Commitment or
      any matter shown on the Survey on or before the Title and Survey Review
      Date, Purchaser shall be deemed to have accepted such exception to the
      Title Commitment and such matter shown on the Survey.

            (c)   If the Title Company issues a supplemental Title Commitment,
      Purchaser shall have until the Due Diligence Expiration Date or the date
      which is five (5) days after receipt of the supplemental Title Commitment
      along with a copy of any document relating to matters shown therein (the
      "LATER DATE DEFECTS") and a revised Survey reflecting the Later Date
      Defects, whichever is later, but in no event later than the Closing Date
      (the "ADDITIONAL TITLE REVIEW DATE"), to object to Later Date Defects that
      were not shown on the Title Commitment (as previously updated), such
      objections to be made by notice to Seller given on or before the
      Additional Title Review Date. If Purchaser shall fail to give notice of
      its objection to any Later Date Defect on or before the Additional Title
      Review Date, Purchaser shall be deemed to have accepted such Later Date
      Defect. For the purpose of this Agreement, the following shall be
      permitted exceptions to title: all exceptions and matters approved by
      Purchaser, all exceptions and matters which Purchaser is deemed to have
      accepted, and all exceptions or matters caused by or through Purchaser
      (collectively, the "PERMITTED EXCEPTIONS")

                                     - 10 -


            (d)   If Purchaser gives timely notice of objection to any matter in
      the Title Commitment or Survey or any Later Date Defect (in each case
      other than a matter caused by or through Purchaser), by the respective
      deadline for giving such notice, then Seller shall have the right, but not
      the obligation, to cure (by removal or other action, including obtaining a
      endorsement reasonably acceptable to Purchaser) such objection on or
      before the Closing Date; provided, however, that Seller shall have the
      obligation to remove all monetary liens and other matters objected to by
      Purchaser which were caused by Seller's intentional actions after the date
      of this Agreement. If Seller gives notice to Purchaser that Seller will
      not cure or remove any such matter to which Purchase has timely objected,
      then Purchaser may, at any time within five (5) days of the giving of such
      notice by Seller, or prior to the Closing Date, whichever is earlier, give
      Seller notice of Purchaser's election to terminate this Agreement, in
      which event all of the Earnest Money shall be returned to Purchaser and
      neither party shall have any further obligations to the other party except
      for the Surviving Obligations and except that Seller shall be deemed in
      default of this Agreement for failure to remove all monetary liens and
      other matters objected to by Purchaser which were caused by Seller's
      intentional actions after the date of this Agreement. If Purchaser shall
      fail to give such notice of termination within the time period prescribed
      in the preceding sentence, the Purchaser shall be deemed irrevocably to
      have elected to waive such objection and to have accepted such matter, in
      which event the matter shall be a Permitted Exception.

            (e)   It shall be a condition precedent to Purchaser's obligation to
      proceed to Closing that the Title Company shall issue to Purchaser or be
      irrevocably committed to issue to Purchaser an extended coverage ALTA
      owner's form title policy (the "TITLE POLICY"), in the full amount of the
      Purchase Price, insuring that fee simple title to the Property is vested
      in Purchaser subject only to the Permitted Exceptions and including the
      following endorsements: 3.1 zoning, comprehensive, single tax lot,
      subdivision, survey, access, utility facility, contiguity, environmental
      lien, removal of creditors' rights and removal of arbitration clause.
      [Note: Checking with Chicago Title to confirm availability of all
      identified endorsements.]

      3.4   TENANT ESTOPPELS.

      It shall be a condition to Purchaser's obligation to purchase the Property
that Seller shall have delivered to Purchaser estoppel certificates, dated not
more than thirty (30) days prior to the Closing Date, that (a) are substantially
in the form of EXHIBIT A attached hereto or (b) in substantially the form
required under such tenant's lease, and that in either case are consistent with
the economic terms applicable to the tenancy as described in the rent roll
delivered to Purchaser as part of the Due Diligence items in SECTION 3.1, as
follows: (1) estoppel certificates signed by the following tenants: (i) Home
Depot, Circuit City, PetsMart and T.G.I. Friday's (the "CRITICAL TENANTS") and
(ii) other retail tenants that, together with the Critical Tenants, account for
at least eighty-five percent (85%) of the rentable square footage of the
Property currently occupied by tenants or subject to leases but not yet occupied
by tenants other than the square footage of tenants whose leases may be
terminated upon thirty days notice or by their terms expire prior to the Closing
Date; and (2) estoppel certificates signed by Seller relating to all leases with
tenants (other than tenants whose leases may be terminated upon thirty days
notice) from

                                     - 11 -


which estoppel certificates are not obtained directly pursuant to clause (1)
above. Any estoppel certificate signed by Seller pursuant to clause (2) above
may be given to Seller's knowledge (as defined in the first sentence of SECTION
6.13 hereof), and the last sentence of paragraph 4 thereof may state the
Percentage Rent paid by the tenant for the calendar year ended December 31,
2002. Seller shall use commercially reasonable efforts to obtain an estoppel
certificate from each tenant and to resolve any inconsistency or discrepancy
between the estoppel certificate and (i) the economic terms applicable to the
tenancy as set forth on the rent roll made available to Purchaser by Seller and
(ii) any landlord default alleged by the tenant.

      If Purchaser shall fail to give Seller notice, on or before the earlier of
the Closing or the fifth (5th) business day after delivery of an estoppel
certificate to Purchaser, that Purchaser believes such estoppel certificate does
not satisfy the requirements of clause (a) or (b) of this Section (which notice
of disapproval shall specify with particularity the reasons on which Purchaser
bases its disapproval), Purchaser shall be conclusively deemed to have accepted
such estoppel certificate. If the number of estoppel certificates specified
above is not obtained on or before the Closing Date, then Purchaser may, as its
only option and remedy, elect to either (x) waive such condition and consummate
the transaction contemplated by this Agreement or (y) terminate this Agreement,
in which event all of the Earnest Money shall be refunded to Purchaser and
neither party shall have any further obligations to the other party except for
the Surviving Obligations.

      3.5   BULK SALES.

      On or before Due Diligence Expiration Date, Seller shall file a Notice of
Sale/Purchase of Business Assets with the Illinois Department of Revenue ("IDR")
in connection with the requirements of the Illinois Income Tax Act, 35 ILCS
5/902(d) (the "ILLINOIS TAX ACT"). Purchaser agrees to provide such information
regarding Purchaser as Seller may reasonably request to enable Seller to file
such notice. If the IDR issues a certificate(s) requiring withholding under the
Illinois Tax Act with respect to the Closing contemplated hereunder, then
Purchaser shall be entitled to withhold the applicable required amounts (the
"WITHHOLDING AMOUNTS") from the payment of the Purchase Price, which Withholding
Amounts shall be deposited at Closing with the Escrow Company, as escrow agent,
pursuant to escrow instructions reasonably acceptable to Seller and Purchaser
that shall provide for the release of the Withholding Amounts (including,
without limitation, all earnings thereon) to Seller upon the furnishing of a
bulk sales stop order or other evidence that no further sums are required to be
withheld by the IDR under the Illinois Tax Act. Seller and Purchaser shall
reasonably cooperate in obtaining any such evidence and in causing the
Withholding Amounts to be paid by the Escrow Company, as escrow agent, to Seller
upon the furnishing of such evidence. The provisions of this Section shall
survive the Closing.

4.    CLOSING; ADDITIONAL CONDITIONS; DELIVERIES.

      4.1   TIME, PLACE AND MANNER OF CLOSING.

      The closing of the transactions contemplated by this Agreement (the
"CLOSING") shall be held on the Closing Date through an escrow at the offices of
the Escrow Company.

                                     - 12 -


      4.2   CONDITION TO PARTIES' OBLIGATION TO CLOSE.

            (a)   In addition to all other conditions set forth herein, the
      obligation of Seller, on the one hand, and Purchaser, on the other hand,
      to consummate the transaction contemplated hereunder shall be contingent
      upon the following:

                  (i)     The other party's representations and warranties
            contained in this Agreement shall be true and correct in all
            material respects as of the date of this Agreement and the Closing
            Date;

                  (ii)    As of the Closing Date, the other party shall have
            performed its obligations under this Agreement in all material
            respects and all deliveries to be made at Closing have been
            tendered; and

                  (iii)   As of the Closing Date, there shall exist no pending
            action, suit or proceeding with respect to the other party before or
            by any court or administrative agency which seeks to restrain or
            prohibit, or to obtain damages or a discovery order with respect to,
            this Agreement or the consummation of the transactions contemplated
            hereby.

            (b)   In addition to all other conditions set forth herein, the
      obligation of Purchaser to consummate the transaction contemplated
      hereunder shall be contingent upon the physical condition of the Property
      being substantially the same on the Closing Date as it was on the Due
      Diligence Expiration Date, reasonable wear and tear and condemnation and
      casualty excepted.

      4.3   DELIVERIES.

      At Closing the following documents shall be delivered:

            (a)   Seller shall deliver or cause to be delivered to Purchaser or
      the Escrow Company:

                  (i)     a special warranty deed (the "DEED") to the Property
            in recordable form, duly executed by Seller and acknowledged and in
            substantially the same form as set forth in the attached EXHIBIT B,
            conveying to Purchaser title to the Real Property, subject to the
            Permitted Exceptions;

                  (ii)    a bill of sale duly executed by Seller and in
            substantially the same form as set forth in the attached EXHIBIT C,
            conveying to Purchaser title to all Personal Property listed in
            SCHEDULE 4.3 that is owned by Seller and located at the Real
            Property;

                  (iii)   an assignment to Purchaser of the Leases duly executed
            by Seller and in substantially the same form as set forth in the
            attached EXHIBIT D (the "ASSIGNMENT OF LEASES");

                                     - 13 -


                  (iv)    an assignment to Purchaser of the Service Contracts
            and other third party contracts being assumed as provided in this
            Agreement, and all licenses, warranties, guarantees, permits and
            other Intangible Property affecting the Property duly executed by
            Seller and in substantially the same form as set forth in the
            attached EXHIBIT E (the "ASSIGNMENT OF CONTRACTS");

                  (v)     a non-foreign transferor certification pursuant to
            Section 1445 of the Internal Revenue Code and any similar provisions
            of applicable state law, in substantially the same form as set forth
            on the attached EXHIBIT F (the "AFFIDAVIT");

                  (vi)    the Leases;

                  (vii)   keys to the Property in Seller's or Property Manager's
            possession or control;

                  (viii)  a lien waiver from Colliers Bennett & Kahnweiler;

                  (ix)    a certificate of Seller substantially in the form of
            EXHIBIT I attached hereto;

                  (x)     such other documents as shall reasonably be required
            by the Escrow Company to close the transaction set forth in this
            Agreement and issue the Title Policy, including without limitation
            evidence of the authority of the person or persons who are executing
            the various documents on behalf of Seller in connection with this
            Agreement; and

                  (xi)    such other documents as shall reasonably be requested
            by Purchaser and which are not in conflict with the terms of this
            Agreement.

            (b)   Purchaser shall deliver or cause to be delivered to Seller or
      the Escrow Company:

                  (i)     the Cash Balance, by wire transfer, as provided in
            SECTION 2.2 hereof;

                  (ii)    the Assignment of Leases duly executed by Purchaser;

                  (iii)   the Assignment of Contracts duly executed by
            Purchaser;

                  (iv)    such other documents as shall reasonably be required
            by the Escrow Company in order to close the transaction set forth in
            this Agreement and issue the Title Policy, including without
            limitation evidence of the status and capacity of Purchaser and the
            authority of the person or persons who are executing the various
            documents on behalf of Purchaser in connection with this Agreement;

                                     - 14 -


                  (v)     a certificate of Purchaser substantially in the form
            of EXHIBIT J attached hereto; and

                  (vi)    such other documents as shall reasonably be requested
            by Seller and which are not in conflict with the terms of this
            Agreement.

            (c)   Seller and Purchaser shall jointly deliver to the Escrow
      Company:

                  (i)     a closing statement;

                  (ii)    all transfer declarations or similar documentation
            required by law;

                  (iii)   letters to the tenants of the Property in the form of
            attached EXHIBIT G; and

                  (iv)    notices in substantially the form attached as EXHIBIT
            H to the other party to each Service Contract assumed by Purchaser
            pursuant to this Agreement.

      4.4   PERMITTED TERMINATION.

      So long as a party is not in default hereunder, if any condition to such
party's obligation to proceed with the Closing has not been satisfied or waived
(other than due to the intentional act of the party for whose benefit such
condition exists) as of the Closing Date or such earlier date as provided
herein, such party may, in its sole discretion, terminate this Agreement by
giving notice of termination to the other party before the Closing Date, or
elect to close, notwithstanding the non-satisfaction of such condition, in which
event such party shall be deemed to have waived such condition. In the event
Purchaser or Seller terminates this Agreement pursuant to the provisions of this
SECTION 4.4, the Earnest Money shall be refunded to Purchaser and neither party
shall have any further obligations to the other party except for the Surviving
Obligations.

5.    PRORATIONS.

      All items of income and expense attributable to the Property shall be
paid, prorated or adjusted as of the close of business on the day prior to the
Closing Date (the "PRORATION DATE") in the following manner:

      5.1   POST-CLOSING TENANT CONTRIBUTIONS AND SECURITY DEPOSITS.

      Purchaser shall receive a credit against the Purchase Price for (i) the
amount of all expense contributions, real estate tax contributions, and other
contributions or reimbursements actually received by Seller from tenants
("TENANT CONTRIBUTIONS") to the extent the aggregate amount of such Tenant
Contributions exceeds the aggregate amount actually disbursed by Seller in
payment of expenses with respect to periods prior to the Closing Date for which
such Tenant Contributions were made, and (iii) all other rents, if any, actually
received by Seller and attributable to any period on or after the Closing Date,
and (iv) all unapplied cash security deposits, if any, actually held by Seller
and which were made by tenants under Leases of the Real Property in effect as of
the Closing Date.

                                     - 15 -


      5.2   PRORATIONS FOR CLOSING MONTH.

      All rents (excluding Tenant Contributions) attributable to the month of
Closing shall be prorated between Purchaser and Seller based upon their
respective days of ownership for such month in which the Closing occurs;
provided that neither Purchaser nor Seller shall receive credit at Closing for
any payments of rent, due but not paid, as of the Proration Date, except as
specifically provided in this SECTION 5. All prorations under this SECTION 5.2
and SECTION 5.1 shall be final and not subject to any reproration,
reconciliation or other adjustment.

      5.3   PERCENTAGE RENT.

      Percentage rent shall not be prorated at Closing. Rather percentage rent
shall be prorated immediately after the receipt of any percentage rent payments
made by the respective tenants. Any amounts due to Seller shall be remitted to
Seller within five (5) business days after the end of each month in which
Purchaser receives such payment. The percentage rent shall be prorated between
Purchaser and Seller utilizing the percentage rent payable for such lease year
based upon their respective days of ownership of the Property for the year in
which the Closing occurs (e.g. percentage rent paid by tenant x number of days
up to and including Proration Date/365 or 366).

      5.4   ORDER OF APPLICATION.

      At Closing, Seller shall not receive a credit for any unpaid Tenant
Contributions or rent receivables. Any amounts received from tenants after
Closing shall be applied on a tenant-by-tenant basis in the following order: (i)
first, to amounts owed by such tenant for the month in which Closing occurs,
(ii) second, to any amounts owed by such tenant to Purchaser for the period
after the month in which Closing occurs and through the month in which such
payment is received, and (iii) third, to any amounts owed by such tenant to
Seller for the period prior to the month in which Closing occurs. Any money due
to Seller or Purchaser shall be remitted to such party within five (5) business
days after the end of each month in which such money is received. Seller retains
the right to pursue its remedies against tenants after Closing for any
delinquent payments or other amounts owed to Seller; provided, however, that
Seller shall not exercise any such rights or remedies unless such delinquent
Tenant Contributions or rents have not been collected by Purchaser and paid to
Seller within forty five (45) days after the Closing Date and Seller shall not
be permitted to commence or pursue any legal proceedings against any tenant
seeking eviction or otherwise affecting possession of the Property by such
tenant.

      5.5   OPERATING EXPENSES.

      Seller shall receive a credit for any and all prepaid operating expenses
(but excluding real estate taxes which shall be prorated pursuant to SECTION 5.6
below), including, without limitation, permit fees, license fees, membership
dues, assessments, governmental charges and any other prepaid expenses, if any
attributable to the month or other period in which Closing occurs, or any
subsequent period thereto, prorated based upon the respective days of ownership
of the Property by Seller and Purchaser, during the period to which such
expenses relate, utilizing the actual expenses or reasonable estimates for such
periods.

                                     - 16 -


      5.6   REAL ESTATE TAXES.

      Real estate taxes due in the year in which Closing occurs shall
(regardless of when such taxes actually accrued) be prorated between Seller and
Purchaser based upon the actual days of ownership of the Real Property by the
parties for the year in which Closing occurs utilizing the most recent
ascertainable tax bills.

            (a)   The proration in this SECTION 5.6 shall be final and not
      subject to any reproration, reconciliation or other adjustment between
      Purchaser and Seller and no other real estate taxes, assessments,
      governmental charges shall be prorated, reconciled or otherwise adjusted
      between Purchaser and Seller. Purchaser shall be responsible for and cause
      to be timely paid in full any and all real estate taxes, assessments,
      governmental charges which are due or payable subsequent to the Closing
      Date, notwithstanding that such taxes may have accrued with respect to the
      calendar year in which Closing occurs (including portions of that year
      prior to the Closing Date).

            (b)   Seller shall retain all rights with respect to any refund of
      taxes attributable to taxes due prior to the Proration Date, if any,
      except to the extent such amounts are required to be refunded to tenants
      under the terms of any Leases. If Purchaser receives any refund owing to
      Seller under this Section, Purchaser shall pay to Seller, in current
      funds, an amount equal to such refund within thirty (30) days after the
      date Purchaser receives such refund. Without limiting the generality of
      the foregoing, if any such refund owing to Seller is effected by reduction
      of any taxes due prior to the Proration Date, then Purchaser shall pay to
      Seller, in current funds, an amount equal to such refund, within thirty
      (30) days after the date Purchaser first receives the credit for said
      reduction.

      5.7   UTILITIES.

      Except for utilities billed directly to Tenants, utilities shall be
prorated as of the Proration Date based upon either meter readings on the
Proration Date or the prior month's actual invoices.

      5.8   LEASING COSTS.

      Buyer shall receive a credit at closing of up to $174,000 ("LEASING
CREDIT") which consists of: (a) the estimated cost of dividing an existing
space currently consisting of 9,348 rentable square feet into four separate
spaces (as contemplated by the Leasing Status Report) ("DEMISING COSTS"), up to
an aggregate maximum of $75,000, and (b) all leasing commissions, space planning
and legal costs or other tenant incentives relating to new leases at the
Property or the renewal of existing leases at the Property ("LEASING COSTS"), up
to an aggregate amount not to exceed $99,000. To the extent that the Demising
Costs are estimated to be less that $75,000 due to the configuration of tenant
spaces leased between the date of this agreement and the Closing Date, then the
Leasing Credit shall be reduced by the difference. To the extent that Seller has
paid Leasing Costs for new or renewal leases entered into between the date of
this agreement and the Closing Date, then the Leasing Credit shall be reduced by
those costs.

                                     - 17 -


      5.9   INSURANCE POLICIES AND PROPERTY MANAGEMENT AGREEMENTS.

      All insurance policies and property management agreements shall be
terminated as of the Closing Date and there shall be no proration with respect
to these items.

      5.10  OTHER PRORATION MATTERS.

      All other items which are customarily prorated in transactions similar to
the transaction contemplated hereby and which were not otherwise dealt with
above, will be prorated as of the Proration Date. In the event any prorations or
computations made under this Section are based on estimates or prove to be
incorrect, then either party shall be entitled to an adjustment to correct the
same, provided that it makes written demand on the party from whom it is
entitled to such adjustment within one hundred twenty days (120) after the end
of the calendar year in which the Closing takes place. Purchaser shall indemnify
and hold Seller harmless from and against any and all claims and costs (i) in
connection with Purchaser's assumption of responsibility for real estate taxes,
Leasing Costs and other items, if any, as provided in SECTIONS 5.6 AND 5.8, (ii)
in connection with all obligations under third party contracts assumed by
Purchaser as provided by SECTION 3.2(d); and (iii) for which Purchaser received
credits pursuant to this SECTION 5.

      5.11  SURVIVAL.

      This SECTION 5 shall survive Closing.

6.    SELLER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

      Seller represents, warrants and covenants to Purchaser as follows:

      6.1   POWER.

      Seller has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transactions contemplated by this Agreement.

      6.2   REQUISITE ACTION.

      All requisite action has been taken by Seller to authorize Seller to enter
into this Agreement and the instruments referenced herein and to consummate the
transactions contemplated hereby. No consent of any partner, shareholder,
member, creditor, investor, judicial or administrative body, authority or other
party is required which has not been obtained to permit Seller to enter into
this Agreement and consummate the transaction contemplated hereby.

      6.3   AUTHORITY.

      The individuals executing this Agreement and the instruments referenced in
this Agreement on behalf of Seller have the legal power, right and actual
authority to bind Seller to the terms and conditions hereof and thereof.

                                     - 18 -


      6.4   CONFLICTS.

      None of the execution and delivery of this Agreement and documents
referenced herein, the incurrence of the obligations set forth herein, the
consummation of the transactions contemplated or referenced herein conflicts
with or results in the material breach of any terms, conditions or provisions of
or constitutes a default under, any bond, note, or other evidence of
indebtedness or any contract, lease or other agreements or instruments to which
Seller is a party and which default could reasonably affect the business or
operations of the Property or the consummation of the transactions contemplated
by this Agreement.

      6.5   LEASES.

      Attached hereto as SCHEDULE 6.5 is a complete list of the leases,
occupancy agreements and amendments thereto relating to the Property, which
shall be updated by Seller prior to Closing, if necessary. There have been no
amendments or modifications to such leases other than as disclosed on SCHEDULE
6.5, and to Seller's knowledge, each lease is in full force and effect, and no
tenant or lease guarantor is in default (or would be in default but for
application of any security deposit) thereunder (except for defaults less than
20 days old in the payment of rent by tenants other than Critical Tenants, which
defaults have been disclosed by Seller to Purchaser). Seller has received no
notice from a tenant alleging a default by Seller which remains uncured. None of
the leases grants any tenant the right to purchase the Property.

      6.6   SERVICE CONTRACTS.

      Attached hereto as SCHEDULE 6.6 is, to Seller's knowledge, a complete and
accurate list of the service contracts, equipment leases and other agreements
relating to the Property which shall be updated by Seller prior to Closing, if
necessary.

      6.7   VIOLATION NOTICES.

      Seller has not received any written notice of any uncorrected violation of
any applicable building, use, occupancy, safety, fire, zoning or land use laws
with respect to the Property or the present use or operation thereof, and to
Seller's knowledge, no such violations exist at the Property.

      6.8   LITIGATION.

      Except as set forth on SCHEDULE 6.8 and except for matters covered by
insurance, there is no action, suit or proceeding served upon Seller, nor to the
best of Seller's knowledge, pending or threatened against Seller in any court or
by or before any other governmental agency or instrumentality which would
materially and adversely affect the ability of Seller to carry out the
transactions contemplated by this Agreement. SCHEDULE 6.8 shall be updated by
Seller prior to Closing, if necessary.

                                     - 19 -


      6.9   LEASE BROKERAGE.

      Seller has not entered into any agreements to pay commissions or other
agreements providing for payments of any amounts for leasing activities or
procuring tenants with respect to the Property other than as disclosed in the
Leases or on SCHEDULE 6.9.

      6.10  ENVIRONMENTAL MATTERS.

      Except as disclosed in the Due Diligence items delivered or made available
to Purchaser, to Seller's knowledge:

            (a)   Seller has not received written notice of any threatened
      actions or proceedings by any governmental entity or any other party
      regarding the disposal or presence of Hazardous Materials at the Property
      or regarding any violation of Environmental Laws at the Property.

            (b)   Seller has not placed, used, generated, stored, or disposed of
      on or under the Property, or transported to or from it, any Hazardous
      Material except in the ordinary and normal course of business and in
      compliance with Environmental Laws.

      6.11  LICENSES AND PERMITS.

      Neither Seller nor Property Manager has received written notice of any
intention on the part of the issuing authority to cancel, suspend or modify any
material license or permit presently issued to Seller as owner of the Property
with respect to the occupancy, operation, maintenance and ownership of the
Property or to take any action or institute any proceeding to effect such
cancellation, suspension or modification.

      6.12  EMPLOYMENT.

      There are no persons employed by Seller at or used in the operation of the
Property.

      6.13  LIMITATIONS ON SELLER'S REPRESENTATIONS AND WARRANTIES.

      As used in this SECTION 6, the term "to Seller's knowledge" "actual
knowledge" or "best of Sellers knowledge" shall mean and apply to the actual
knowledge of Paul C. Chapman, without any investigation or inquiry of any kind,
and shall not include constructive, imputed or inquiry knowledge and shall not
mean such individuals are charged with knowledge of the acts, omissions and/or
knowledge of Seller's agents or employees or any other person or entity,
including, without limitation, any other principal or employee of CB. Seller
hereby represents that Paul C. Chapman, as Managing Director of CB and Executive
Vice President of Seller, is responsible for the asset management of the
Property. Seller further represents that CB is the investment manager of Seller
with respect to the Property. Seller will request and will use reasonable
efforts to cause its Property Manager to sign and deliver to Purchaser a
certificate stating that, to such Property Manager's knowledge, the
representations and warranties in SECTION 6 of this Agreement are true in all
material respects; provided that (i) any failure of the Property Manager to
provide such certificate shall not be deemed a breach of this Agreement or
failure of a

                                     - 20 -


condition to Purchaser's obligations under this Agreement and (ii) Property
Manager shall have no liability to Purchaser under such certificate or this
Agreement.

      Notwithstanding anything contained in this Agreement to the contrary,
Seller shall have no liability for breaches of any representations, warranties
and certifications which are made by Seller in this Agreement or in any of the
documents or instruments required to be delivered by Seller in connection with
this Agreement if Purchaser, its officers, employees, shareholders, members,
partners, or agents had actual knowledge of such breach by Seller at Closing and
Purchaser shall not have the right to bring any lawsuit or other legal action
against Seller, nor pursue any other remedies against Seller, as a result of the
breach of such Representation caused thereby, but Purchaser's sole right shall
be to terminate this Agreement in which event, the Earnest Money shall be
returned to Purchaser and neither party shall have any further rights or
obligations hereunder, except for the Surviving Obligations.

      The representations and warranties set forth in this SECTION 6, in the
certificate of Seller described in SECTION 4.3(a)(ix) and in any Seller estoppel
delivered pursuant to SECTION 3.4 shall survive Closing, and shall be deemed
Surviving Obligations but will expire, and Purchaser shall have deemed to have
waived any claim thereunder, except to the extent Purchaser has filed suit on
such claim prior to the date which is (9) months after the Closing Date. The
terms of this SECTION 6 shall survive Closing of this Agreement to the extent
provided in the preceding sentence.

7.    PURCHASE AS-IS.

      EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6
OF THIS AGREEMENT, PURCHASER ACKNOWLEDGES AND AGREES WITH SELLER THAT PURCHASER
IS PURCHASING THE PROPERTY IN ITS "AS-IS, WHERE IS" CONDITION "WITH ALL FAULTS"
AS OF THE CLOSING DATE AND SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, AS TO ITS CONDITION,
FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, OR ANY OTHER WARRANTY OF
ANY KIND, NATURE, OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER.

      EXCEPT FOR THE REPRESENTATIONS OF SELLER EXPRESSLY SET FORTH IN SECTION 6
OF THIS AGREEMENT, SELLER SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST OR PRESENT, EXPRESS OR IMPLIED, CONCERNING
(A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE WATER, STRUCTURAL INTEGRITY, SOIL AND GEOLOGY; (B) THE INCOME TO
BE DERIVED FROM THE PROPERTY; (C) THE SUITABILITY OF THE PROPERTY FOR ANY
ACTIVITIES AND USES WHICH PURCHASER MAY CONDUCT, INCLUDING THE POSSIBILITIES FOR
FUTURE DEVELOPMENT OF THE PROPERTY; (D) THE COMPLIANCE OF OR BY THE PROPERTY OR
ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE
GOVERNMENTAL AUTHORITY OR BODY; (E) THE HABITABILITY, MERCHANTABILITY,
MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF

                                     - 21 -


THE PROPERTY; (F) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF
ANY, INCORPORATED INTO THE PROPERTY; (G) THE MANNER, QUALITY, STATE OF REPAIR OR
LACK OF REPAIR OF THE PROPERTY; (H) THE PRESENCE OR ABSENCE OF HAZARDOUS
MATERIALS AT, ON, UNDER, OR ADJACENT TO THE PROPERTY OR ANY OTHER ENVIRONMENTAL
MATTER OR CONDITION OF THE PROPERTY; OR (I) ANY OTHER MATTER WITH RESPECT TO THE
PROPERTY.

      PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES OF SELLER CONTAINED IN SECTION 6 OF THIS AGREEMENT, ANY INFORMATION
PROVIDED BY OR ON BEHALF OF SELLER WITH RESPECT TO THE PROPERTY WAS OBTAINED
FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT MADE ANY INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES NO REPRESENTATION OR
WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. SELLER IS NOT
LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS
OR INFORMATION PERTAINING TO THE PROPERTY, OR THE OPERATION THEREOF, FURNISHED
BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON EXCEPT FOR
THE EXPRESS REPRESENTATIONS SET FORTH IN SECTION 6 OF THIS AGREEMENT.

      PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT PURCHASER IS A
SOPHISTICATED AND EXPERIENCED PURCHASER OF PROPERTIES SUCH AS THE PROPERTY AND
HAS BEEN DULY REPRESENTED BY COUNSEL IN CONNECTION WITH THE NEGOTIATION OF THIS
AGREEMENT, AND SELLER HAS MADE NO AGREEMENT TO ALTER, REPAIR OR IMPROVE ANY OF
THE PROPERTY.

      7.1   WAIVER OF CONTRIBUTION AND DISCLAIMER CONCERNING PERCHLOROETHYLENE.

      Purchaser acknowledges that Seller has advised Purchaser of the possible
use or presence of perchloroethylene and other chlorinated solvents in or on the
Property. Purchaser further acknowledges that it has been provided the
opportunity to conduct a Phase II environmental study regarding the Property and
either (i) has conducted a Phase II environmental study and is satisfied with
the findings of the study or (ii) has determined that a Phase II environmental
study is not necessary. Without limiting the generality of the preceding
Section, SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH
RESPECT TO THE USE, PRESENCE, ABSENCE OR EFFECT OF PERCHLOROETHYLENE IN OR ON
THE PROPERTY, INCLUDING BUT NOT LIMITED TO VIOLATION OR COMPLIANCE OR
NONCOMPLIANCE WITH ENVIRONMENTAL, HEALTH, SAFETY OR OTHER LAWS, RULES,
REGULATIONS, ORDINANCES OR ORDERS OF THE UNITED STATES OR ANY AGENCY OR
DEPARTMENT THEREOF OR OF ANY STATE, LOCAL OR OTHER POLITICAL SUBDIVISION THEREOF
OR ANY AGENCY OR DEPARTMENT OR OTHER BODY ORGANIZED UNDER ANY OF THE FOREGOING.
PURCHASER AGREES THAT SELLER SHALL HAVE NO LIABILITY OR RESPONSIBILITY TO TAKE
OR FOR FAILURE TO TAKE ANY ACTION TO COMPLY WITH SUCH LAWS, RULES,

                                     - 22 -


REGULATIONS, ORDINANCES OR ORDERS, SHALL HAVE NO LIABILITY TO PURCHASER FOR
CLAIMS OR CAUSES OF ACTION ASSERTED BY THIRD PARTIES AGAINST PURCHASER IN ANY
WAY ARISING OUT OF OR RELATING TO THE USE OR PRESENCE OF PERCHLOROETHYLENE AND
OTHER CHLORINATED SOLVENTS IN OR ON THE PROPERTY PRIOR TO, ON OR AFTER THE
CLOSING DATE, AND PURCHASER HEREBY AGREES TO DEFEND AND INDEMNIFY SELLER AND CB,
THEIR RESPECTIVE PARTNERS, TRUSTEES, BENEFICIARIES, SHAREHOLDERS, MEMBERS,
MANAGERS, ADVISORS AND OTHER AGENTS AND THEIR RESPECTIVE PARTNERS, TRUSTEES,
BENEFICIARIES, EMPLOYEES, OFFICERS, DIRECTORS AND SHAREHOLDERS AGAINST ANY
CLAIMS OR CAUSES OF ACTION ASSERTED BY THIRD PARTIES AGAINST SELLER IN ANY WAY
ARISING OUT OF OR RELATING TO THE USE OR PRESENCE OF PERCHLOROETHYLENE AND OTHER
CHLORINATED SOLVENTS IN OR ON THE PROPERTY PRIOR TO, ON OR AFTER THE CLOSING
DATE. The terms and provisions of this SECTION 7.1 are in addition to and not in
derogation of the other terms and provisions of this Agreement.

      This SECTION 7 shall survive termination or Closing of this Agreement.

8.    PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.

      Purchaser hereby represents, warrants and covenants to Seller as follows:

      8.1   POWER.

      Purchaser has the legal power, right and authority to enter into this
Agreement and the instruments referenced herein and to consummate the
transactions contemplated hereby.

      8.2   REQUISITE ACTION.

      All requisite action (corporate, trust, partnership or otherwise) has been
taken by Purchaser to authorize Purchaser to enter into this Agreement and the
instruments referenced herein and to consummate the transactions contemplated
hereby. No consent of any partner, shareholder, member, creditor, investor,
judicial or administrative body, authority or other party is required which has
not been obtained to permit Purchaser to enter into this Agreement and
consummate the transaction contemplated hereby.

      8.3   AUTHORITY.

      The individuals executing this Agreement and the instruments referenced
herein on behalf of Purchaser have the legal power, right and actual authority
to bind Purchaser to the terms and conditions hereof and thereof.

      8.4   CONFLICTS.

      Neither the execution and delivery of this Agreement and documents
referenced herein, nor the incurrence of the obligations set forth herein, nor
the consummation of the transactions herein contemplated, nor referenced herein
conflict with or result in the material breach of any

                                     - 23 -


terms, conditions or provisions of or constitute a default under, any bond,
note, or other evidence of indebtedness or any contract, lease or other
agreements or instruments to which Purchaser is a party which could reasonably
affect the consummation of the transactions contemplated by this Agreement.

      8.5   LITIGATION.

      There is no action, suit or proceeding served upon Purchaser, nor to the
best of Purchaser's knowledge, pending or threatened against Purchaser in any
court or by or before any other governmental agency or instrumentality which
would materially and adversely affect the ability of Purchaser to carry out the
transactions contemplated by this Agreement.

      8.6   ERISA.

      Purchaser is not using assets that would be subject to the Employee
Retirement Income Security Act of 1974, as amended, or Section 4975(c)(1)(A)
through (D) of the Internal Revenue Code of 1986, as amended ("Code"), to
purchase the Property.

      8.7   SURVIVAL OF PURCHASER'S WARRANTIES.

      The warranties, representations and indemnities set forth in this SECTION
8 shall be deemed remade as of Closing and shall survive termination or Closing
of this Agreement.

9.    CLOSING COSTS.

      Seller shall pay the following expenses: (i) one-half of all escrow fees;
(ii) Seller's legal fees and expenses; (iii) the state and county real estate
transfer taxes; (iv) the title insurance premium for an standard coverage
owner's title insurance policy; (v) the costs to obtain the Survey; and (vi) the
recording fees for items clearing Seller's title. Purchaser shall pay the
following expenses: (a) one-half of all escrow fees; (b) Purchaser's legal fees
and expenses; (c) all local transfer taxes, if any; (d) all title insurance
premiums (to the extent they exceed the premium that would be payable for a
standard coverage owner's policy of title insurance) and any endorsements to the
Title Policy; (e) all recording fees except those recording fees for items
clearing Seller's title; (f) all costs and expenses incurred in connection with
the transfer of any transferable permits, warranties or licenses in connection
with the ownership or operation of the Property; and (g) all costs and expenses
associated with Purchaser's financing, if any. All transfer and use taxes, if
any, arising from the transfer of any personal property shall be paid in
accordance with applicable law. The provisions of this SECTION 9 shall survive
termination or Closing of this Agreement.

10.   COMMISSIONS.

      Seller shall be solely responsible for the payment of the commission to
Colliers Bennett & Kahnweiler. Seller and Purchaser each warrant and represent
to the other that (other than Colliers Bennett & Kahnweiler) neither has had any
dealings with any broker, agent, or finder relating to the sale of the Property
or the transactions contemplated hereby, and each agrees to indemnify and hold
the other harmless against any claim for brokerage commissions,

                                     - 24 -


compensation or fees by any broker, agent, or finder in connection the sale of
the Property or the transactions contemplated hereby resulting from the acts of
the indemnifying party. The provisions of this SECTION 10 shall survive Closing.

11.   POSSESSION.

      Subject to existing tenancies and all other occupancies permitted under
this Agreement, Purchaser shall be entitled to possession of the Property on
Closing.

12.   ATTORNEYS' FEES AND COSTS.

      In the event suit or action is instituted to interpret or enforce the
terms of this Agreement, or in connection with any arbitration or mediation of
any dispute, the prevailing party shall be entitled to recover from the other
party such sum as the court, arbitrator or mediator may adjudge reasonable as
such party's costs and attorney's fees, including such costs and fees as are
incurred in any trial, on any appeal, in any bankruptcy proceeding (including
the adjudication of issues peculiar to bankruptcy law) and in any petition for
review. Each party shall also have the right to recover its reasonable costs and
attorney's fees incurred in collecting any sum or debt owed to it by the other
party, with or without litigation, if such sum or debt is not paid within
fifteen (15) days following written demand therefor.

13.   NOTICES.

      All notices, demands, deliveries and communications (a "NOTICE") under
this Agreement shall be in writing and shall be delivered or sent by: (i) first
class, registered or certified mail, postage prepaid, return receipt requested,
(ii) nationally recognized overnight carrier, or (iii) facsimile (provided the
original Notice is also sent via a nationally recognized overnight carrier on
the next business day) and shall be addressed to the address of the party set
forth below with copies to the parties designated below or to such other address
as either party may designate by Notice pursuant to this Section. Any Notice
transmitted in the manner described above shall be deemed given when personally
delivered, upon receipt of facsimile transmission, upon delivery by the
designated carrier, or on the third (3rd) business day after mailing, whichever
occurs first.

      Seller:             75TH AND LYMAN CORPORATION
                          c/o CB Richard Ellis Investors
                          601 108th Avenue, N.E. #1900
                          Bellevue, WA 98004
                          Attention: Paul Chapman
                          Facsimile no. (425-943-6801)

      With copy to:       Heller Ehrman White & McAuliffe LLP
                          701 Fifth Avenue, Suite 6100
                          Seattle, WA 98104-7098
                          Attention: Donald E. Percival
                          Facsimile no. (206) 447-0849

                                     - 25 -


      Purchaser:          Inland Retail Real Estate Trust, Inc.
                          2901 Butterfield Road
                          Oak Brook, IL. 60523
                          Attn: G. Joseph Cosenza, Authorized Representative
                          Telephone: (630) 218-4948
                          Facsimile: (630) 218-49

14.   FIRE OR OTHER CASUALTY; CONDEMNATION.

      14.1  CASUALTY.

      If the Property or any part thereof is damaged by fire or other casualty
prior to the Closing Date which would cost in excess of $300,000 to repair (as
determined by an insurance adjuster selected by the insurance carriers),
Purchaser may terminate this Agreement by notice to Seller given on or before
the earlier of (i) ten (10) days following Purchaser's receipt of notice of such
casualty stating the estimated cost of such repair or (ii) the Closing Date (the
"CASUALTY ELECTION DATE"). In the event of such termination, this Agreement
shall be of no further force and effect and, except for the Surviving
Obligations, neither party shall thereafter have any further obligation under
this Agreement, and Seller shall direct the Escrow Company to promptly return
all Earnest Money to Purchaser. If Purchaser does not elect to terminate this
Agreement or the cost of repair is determined by said adjuster to be less than
$300,000, then the Closing shall take place as herein provided without abatement
of the Purchase Price, and Seller shall assign and transfer to Purchaser on the
Closing Date, without warranty or recourse, all of Seller's right, title and
interest to the balance of insurance proceeds paid or payable to Seller on
account of such fire or casualty remaining after reimbursement to Seller for the
total amount of all costs and expenses incurred by Seller in connection
therewith including but not limited to making emergency repairs, securing the
Property and complying with applicable governmental requirements. Seller shall
pay to Purchaser (a) the amount of the deductible of any of Seller's applicable
insurance policies and, if Seller and Purchaser are required to proceed with the
purchase because repair costs do not exceed $300,000, the amount by which the
cost of the repairs exceeds the sum of (1) the insurance proceeds received by
Purchaser and (2) the payment made by Seller to Purchaser pursuant to clause (a)
of this sentence.

      14.2  EMINENT DOMAIN.

      If any portion of the Property exceeding $300,000 in value is taken in
eminent domain proceedings prior to Closing, Purchaser may terminate this
Agreement by notice to Seller given on or before the earlier of (i) ten (10)
days after Seller gives notice, or Purchaser otherwise learns, of such taking or
(ii) the Closing Date (the "CONDEMNATION ELECTION DATE"), and, in the event of
such termination, this Agreement shall be of no further force and effect and,
except for the Surviving Obligations, neither party shall thereafter have any
further obligation under this Agreement, and Seller shall direct the Escrow
Company to promptly return all Earnest Money to Purchaser. If Purchaser does not
so elect to terminate or if the portion of Property affected by the taking us
less than $300,000 in value, then the Closing shall take place as herein
provided without abatement of the Purchase Price, and Seller shall deliver or
assign to Purchaser on the Closing

                                     - 26 -


Date, without warranty or recourse, all of Seller's right, title and interest in
and to all condemnation awards paid or payable to Seller.

15.   OPERATIONS AFTER DATE OF THIS AGREEMENT.

      Seller covenants and agrees with Purchaser as follows:

            (a)   After the date of this Agreement through the Closing, Seller
      will (except as specifically provided to the contrary herein):

                  (i)     Refrain from transferring any of the Property (except
            personal property in the ordinary course of business) or creating on
            the Property any easements, liens, mortgages, encumbrances, or other
            interests which will survive Closing (other than mechanic's,
            materialman's, broker's or similar liens, provided that the same
            shall be subject to Purchaser's title review contingency in SECTION
            3.3) or causing any changes to the zoning classification of the Real
            Property;

                  (ii)    Refrain from entering into or amending any contracts,
            or other agreements regarding the Property (other than contracts in
            the ordinary and usual course of business and which are cancelable
            by the owner of the Property without penalty within thirty (30) days
            after giving notice thereof);

                  (iii)   Continue to operate, maintain, and repair (except for
            damage caused by fire or other casualty provided in SECTION 14) the
            Property in a manner consistent with Seller's current practices;

                  (iv)    Comply with the terms of the Leases and any licenses
            and permits relating to the Property;

                  (v)     Deliver to Purchaser copies of all leases entered into
            after the date hereof and copies of all Proposals (as defined in
            SECTION 15(b) below) with respect to which no lease has been
            executed and which has not expired or been withdrawn, except as
            provided otherwise in SECTION 15(b) below; and

                  (vi)    Maintain fire and extended coverage insurance on the
            Property that is at least equivalent in all material respects to the
            insurance policies covering the Properties as of the date of this
            Agreement, with limits of coverage not less than the Purchase Price.

            (b)   After the date of this Agreement and before the fifth (5th)
      business day prior to the Due Diligence Expiration Date (the "NOTICE
      DATE"), Seller, in its sole discretion, and without Purchaser's consent,
      shall have the right to amend, modify, expand, terminate or renew any
      existing Lease or enter into any new Lease it deems advisable. Seller
      shall provide Purchaser with an executed copy of any such amendment,
      modification, expansion or renewal or new Lease. After the Notice Date
      through the Closing, Seller will, except as specifically provided to the
      contrary herein, refrain from (i) amending or canceling any Leases of any
      portion of the Property without Purchaser's

                                     - 27 -


      consent, which consent may be withheld in Purchaser's sole discretion; or
      (ii) executing any new leases without Purchaser's consent, which consent
      may be withheld in Purchaser's sole discretion. After the Notice Date,
      Purchaser shall have five (5) business days from its receipt of a Proposal
      to give notice to Seller of its approval or rejection of any such
      Proposal. If no such notice is given to Seller within such period then
      Purchaser shall be deemed to have approved and consented to such Proposal.
      If Purchaser shall give Seller notice of Purchaser's disapproval of a
      Proposal within such period, then except as specifically provided in the
      last sentence of this paragraph, Seller shall not enter into the lease
      contemplated by such Proposal after the Notice Date. As used herein,
      "PROPOSAL" shall mean a description of the economic terms of any proposed
      new lease, lease amendment, modification, expansion, termination or
      renewal (other than those already contemplated by then-existing Leases) or
      cancellation along with any pertinent financial information on the tenant
      in Seller's possession. Notwithstanding the foregoing, Purchaser's consent
      shall not be required to enforce or comply with any provisions of an
      existing Lease, including without limitation, termination or eviction of a
      tenant upon default. Seller shall have the right to execute lease
      documents evidencing a Proposal approved or deemed approved by Purchaser.
      Purchaser approves the financial terms and tenants listed on the Leasing
      Status Report and attached hereto as SCHEDULE 15 (the "LEASING STATUS
      REPORT"), and hereby consents to Seller's entering into Leases on the
      financial terms listed on the Leasing Status Report and such other terms
      as are substantially similar to those contained in such standard lease
      form of Seller as may be approved by Purchaser, which approval shall not
      be unreasonably withheld, conditioned or delayed.

            (c)   Until the Due Diligence Expiration Date, Seller may engage in
      or conduct negotiations for back up offers which are contingent on the
      termination of this Agreement. From the Due Diligence Expiration Date
      until the Closing Date or earlier termination of the Agreement, Seller
      agrees not to engage in or conduct negotiations for the sale of the
      Property.

16.   ASSIGNMENT.

      Purchaser shall not assign this Agreement without Seller's prior written
consent which consent may be withheld or conditioned for any reason or no
reason. For purposes of this Section, any transfer, whether occurring directly
or through one or more other entities, on or before the Closing Date, of more
than fifty percent (50%) of the equity or voting interests in Purchaser, whether
in a single transaction or series of transactions, shall be deemed to constitute
an assignment of Purchaser's rights under this Agreement. Notwithstanding the
foregoing, Purchaser may, without Seller's consent, assign Purchaser's rights
under this Agreement to an entity all of the interests in which are wholly
owned, directly or indirectly, by Purchaser or Inland Real Estate Corporation, a
Maryland corporation; provided, however, that such assignment shall not relieve
Purchaser of its obligations hereunder and Purchaser shall unconditionally
guaranty the obligations of such assignee under any document delivered by such
assignee as successor to Purchaser, at Closing.

                                     - 28 -


      Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the respective legal representatives, successors, assigns,
heirs, and devisees of the parties. No assignment hereunder, whether consented
to or not, shall be deemed to relieve the assigning party from any liability or
obligation under this Agreement and the assigning party and assignee shall
remain jointly and severally liable for all of the assigning party's liabilities
and obligations under this Agreement. Any assignee shall be deemed to have made
all representation and warranties made by Purchaser hereunder, as if the
assignee were the original signatory thereto. The giving of consent to any
assignment hereunder shall not release any party from obtaining consent to any
other assignment hereunder.

17.   REMEDIES.

      17.1  PURCHASER'S REMEDIES.

            (a)   In the event of the breach of any representation or warranty
      by Seller prior to Closing, or if Seller shall fail to perform any
      covenant of Seller hereunder or to consummate the transaction contemplated
      by this Agreement and such breach or failure is not a result of
      Purchaser's default or a termination of this Agreement by Purchaser or
      Seller pursuant to a right to do so under the provisions hereof,
      Purchaser, in the case where such breach or failure is based upon a breach
      by Seller ("SELLER'S DEFAULT"), shall be entitled at its election to: (i)
      seek specific performance of Seller's obligation to consummate the
      transaction contemplated by this Agreement, (ii) terminate this Agreement
      by giving notice of termination to Seller, in which event all of the
      Earnest Money shall be refunded to Purchaser and neither party shall have
      any further obligations to the other party except for the Surviving
      Obligations; or (iii) seek damages in an amount not to exceed Three
      Hundred Thousand Dollars ($300,000) in the aggregate under the Purchase
      Documents. In no event shall Seller be liable to Purchaser for any
      punitive, speculative or consequential damages. Except as set forth in
      this SECTION 17 or in SECTION 19, nothing contained herein shall limit any
      right of Purchaser to pursue and recover a claim with respect to any
      Surviving Obligation or indemnification under this Agreement.

            (b)   Purchaser shall (i) give notice to Seller of Purchaser's
      election to seek the remedy of specific performance on or before the date
      that is forty five (45) days after the date of a Seller's Default and (ii)
      institute proceedings seeking such remedy on or before the date that is
      thirty (30) days after the date of Purchaser's notice. Purchaser shall be
      deemed to have waived its election to seek the remedy of specific
      performance if purchaser does not (x) give notice to Seller of such
      election as provided in SECTION 17.1(b)(i) above, or (y) institute
      proceedings seeking such remedy as provided in SECTION 17.1(b)(ii) above.

      17.2  SELLER'S REMEDIES.

            (a)   In the event that Purchaser should fail to consummate this
      Agreement for any reason, except Seller's Default or the termination of
      this Agreement by Purchaser or Seller pursuant to a right to do so under
      the terms and provisions hereof (other than the provisions of this SECTION
      17), then Seller, as its sole and exclusive remedy may terminate

                                     - 29 -


      this Agreement by giving notice of termination to Purchaser, in which
      event all of the Earnest Money shall be paid to Seller and neither party
      shall have any further obligations to the other party except for the
      Surviving Obligations; provided that nothing contained herein shall limit
      any right of Seller to pursue and recover on a claim with respect to any
      Surviving Obligations or indemnification under this Agreement. The parties
      agree that Seller will suffer damages in the event of Purchaser's default
      on its obligations. Although the amount of such damages is difficult or
      impossible to determine, the parties agree that the amount of the Earnest
      Money (including interest thereon) is a reasonable estimate of Seller's
      loss in the event of Purchaser's default on its obligations. Thus, Seller
      shall accept and retain the damages described above as liquidated damages
      but not as a penalty. Except as otherwise set forth in this SECTION 17.2,
      such liquidated damages shall constitute Seller's sole and exclusive
      remedy. In the event Seller is entitled to the Earnest Money as liquidated
      damages and to the extent Seller has not already received the Earnest
      Money, Seller shall provide notice to Purchaser and Escrow Company that
      Seller is entitled to the Earnest Money. Unless Purchaser provides notice
      to Seller and Escrow Company that Purchaser is entitled to such Earnest
      Money within two (2) business days after receipt of Seller's notice, the
      Earnest Money and interest thereon shall be immediately paid to Seller by
      the Escrow Company and Purchaser agrees to take all such actions and
      execute and deliver all such documents necessary or appropriate to effect
      such payment.

      17.3  SURVIVAL.

      The terms of this SECTION 17 shall survive termination or Closing of this
Agreement.

      Seller and Purchaser acknowledge that they have read and understand the
provisions of the foregoing liquidated damages provision and by their signatures
or initials immediately below agree to be bound by its terms.

SELLER:                                   PURCHASER:

75TH AND LYMAN CORPORATION,               INLAND RETAIL REAL ESTATE TRUST,
a Delaware corporation                    INC.,
                                          a Maryland corporation


By:   /s/ Paul C. Chapman                 By    /s/ G. Joe Cosenza
      -----------------------------             -----------------------------
      Paul C. Chapman                           Name:  G. Joe Cosenza
      Executive Vice President                        -----------------------
                                                Title:  Authorized Agent
                                                       ----------------------

                                     - 30 -


18.   MISCELLANEOUS.

      18.1  ENTIRE AGREEMENT.

      This Agreement, together with the exhibits attached hereto, constitute the
entire agreement of the parties hereto regarding the purchase and sale of the
Property, and all prior agreements, understandings, representations and
statements, oral or written, are hereby merged herein. In the event of a
conflict between the terms of this Agreement and any prior written agreements,
the terms of this Agreement shall prevail. This Agreement may only be amended or
modified by an instrument in writing, signed by the party intended to be bound
thereby.

      18.2  TIME.

      All parties hereto agree that time is of the essence in this transaction.
If the time for performance of any obligation hereunder shall fall on a
Saturday, Sunday or holiday (national or the state in which the Property is
located) such that the transaction contemplated hereby can not be performed, the
time for performance shall be extended to the next such succeeding day where
performance is possible.

      18.3  COUNTERPART EXECUTION.

      This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.

      18.4  GOVERNING LAW.

      THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE
STATE OF ILLINOIS AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND INTERPRETED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS.

      ANY DISPUTE ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT SHALL BE
ADJUDICATED BY ANY STATE OR FEDERAL COURT LOCATED WITHIN DUPAGE COUNTY, ILLINOIS
(OR IN THE CASE OF FEDERAL COURT, ANY FEDERAL COURT IN THE STATE OF ILLINOIS)
AND EACH OF THE PARTIES HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SAID
COURT WITH RESPECT TO SUCH DISPUTE.

      18.5  CONFIDENTIALITY.

      Purchaser agrees and covenants with Seller not to disclose to any third
party (other than mortgage brokers, bankers, lenders, accountants, attorneys and
other professionals and consultants in connection with the transaction
contemplated herein) without Seller's prior written consent, unless Purchaser is
obligated by law to make such disclosure, any of the reports or any other
documentation or information obtained by Purchaser which relates to the Property
or Seller in any way, all of which shall be used by Purchaser and its agents
solely in connection with the transaction contemplated by this Agreement. In the
event that this Agreement is terminated,

                                     - 31 -


Purchaser agrees that all such information will be held in strict confidence and
Purchaser shall immediately, but in no event later than five (5) days after such
termination, deliver to Seller (i) all information delivered by Seller or
Seller's consultants, contractors or other agents to Purchaser or Purchaser's
employees, consultants, contractors or other agents and any copies or
compilations thereof, and (ii) copies of all surveys, environmental reports,
feasibility studies and other reports and studies prepared by or for Purchaser
that pertain to the Property. Purchaser and Seller agree to cooperate with one
another in good faith regarding any public communications or mandatory
disclosures of either of them. The Parties agree to issue a joint press release
regarding the execution of this Agreement at such time as they mutually
determine to be appropriate.

      Notwithstanding the foregoing, either Seller or Purchaser (and any
employee, representative or other agent of Seller or Purchaser) may disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials
of any kind (including opinions or other tax analyses) that are provided to
Seller or Purchaser relating to such tax treatment and tax structure; provided,
however, that any such information and materials shall be kept confidential to
the extent necessary to comply with any applicable securities laws. For purposes
of the exceptions set out in the preceding sentence to the general
confidentiality provisions set forth above, the tax treatment and tax structure
of the transactions contemplated by this Agreement shall not be deemed to
include the location of the Property, the identity of the parties hereto or the
Purchase Price.

      The terms of this SECTION 18.5 shall survive Closing.

      18.6  RECORDATION.

      Purchaser shall not record this Agreement or a memorandum or other notice
thereof in any public office without the express written consent of Seller. A
breach by Purchaser of this covenant shall constitute a material default by
Purchaser under this Agreement.

      18.7  BENEFIT.

      This Agreement is for the benefit of Purchaser and Seller, and except as
provided in the indemnity granted by Purchaser under SECTION 3.2 with respect to
the Indemnified Parties listed therein and in the exculpation provisions of
SECTION 19 with respect to the parties benefiting from such exculpation
provisions, no other person or entity will be entitled to rely on this
Agreement, receive any benefit from it or enforce any provisions of it against
Purchaser or Seller.

      18.8  SECTION HEADINGS.

      The Section headings contained in this Agreement are for convenience only
and shall in no way enlarge or limit the scope or meaning of the various and
several Sections hereof.

      18.9  FURTHER ASSURANCES.

      Purchaser and Seller agree to execute all documents and instruments
reasonably required in order to consummate the purchase and sale herein
contemplated.

                                     - 32 -


      18.10 SEVERABILITY.

      If any portion of this Agreement is held to be unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall remain in full
force and effect.

      18.11 WAIVER OF TRIAL BY JURY.

      Seller and Purchaser, to the extent they may legally do so, hereby
expressly waive any right to trial by jury of any claim; demand, action, cause
of action, or proceeding arising under or with respect to this Agreement, or in
any way connected with, or related to, or incidental to, the dealings of the
parties hereto with respect to this Agreement or the transactions related hereto
or thereto, in each case whether now existing or hereafter arising, and
irrespective of whether sounding in contract, tort, or otherwise. To the extent
they may legally do so, Seller and Purchaser hereby agree that any such claim,
demand, action, cause of action, or proceeding shall be decided by a court trial
without a jury and that any party hereto may file an original counterpart or a
copy of this Section with any court as written evidence of the consent of the
other party or parties hereto to waiver of its or their right to trial by jury.

      18.12 INDEPENDENT COUNSEL.

      Purchaser and Seller each acknowledge that: (i) they have been represented
by independent counsel in connection with this Agreement; (ii) they have
executed this Agreement with the advice of such counsel; and (iii) this
Agreement is the result of negotiations between the parties hereto and the
advice and assistance of their respective counsel. The fact that this Agreement
was prepared by Seller's counsel as a matter of convenience shall have no import
or significance. Any uncertainty or ambiguity in this Agreement shall not be
construed against Seller because Seller's counsel prepared this Agreement in its
final form.

      18.13 GOVERNMENTAL APPROVAL.

      Nothing contained in this Agreement shall be construed as authorizing
Purchaser to apply for a zoning change, variance, subdivision maps, lot line
adjustment, or other discretionary governmental act, approval or permit with
respect to the Property prior to the Closing, and Purchaser agrees not to do so.
Purchaser agrees not to submit any reports, studies or other documents,
including, without limitation, plans and specifications, impact statements for
water, sewage, drainage or traffic, environmental review forms, or energy
conservation checklists to any governmental agency, or any amendment or
modification to any such instruments or documents prior to the Closing.
Purchaser's obligation to purchase the Property shall not be subject to or
conditioned upon Purchaser's obtaining any variances, zoning amendments,
subdivision maps, lot line adjustment or other discretionary governmental act
approval or permit.

      18.14 NO WAIVER.

      No covenant, term or condition of this Agreement other than as expressly
set forth herein shall be deemed to be have been waived by Seller or Purchaser
unless such waiver is in writing and executed by Seller or Purchaser, as the
case may be.

                                     - 33 -


      18.15 DISCHARGE AND SURVIVAL.

      The delivery of the Deed by Seller, and the acceptance thereof by
Purchaser shall be deemed to be the full performance and discharge of every
representation, warranty, covenant and obligation on the part of Seller
hereunder except the Surviving Obligations. No action shall be commenced after
the Closing on any representation, warranty, covenant or obligation except the
Surviving Obligations.

      18.16 DESIGNATION OF REPORTING PERSON.

      In order to assure compliance with the requirements of Section 6045 of the
Internal Revenue Code of 1986, as amended, and any related reporting
requirements of the Code, the parties hereto agree as follows:

            (a)   Provided the Escrow Company shall execute a statement in
      writing (in form and substance reasonably acceptable to the parties
      hereunder) pursuant to which it agrees to assume all responsibilities for
      information reporting required under Section 6045(e) of the Code, Seller
      and Purchaser shall designate the Escrow Company as the person to be
      responsible for all information reporting under Section 6045(e) of the
      Code (the "REPORTING PERSON"). If the Escrow Company refuses to execute a
      statement pursuant to which it agrees to be the Reporting Person, Seller
      and Purchaser shall agree to appoint another third party as the Reporting
      Person.

            (b)   Seller and Purchaser hereby agree:

                  (i)     to provide to the Reporting Person all information and
            certifications regarding such party, as reasonably requested by the
            Reporting Person or otherwise required to be provided by a party to
            the transaction described herein under Section 6045 of the Code; and

                  (ii)    to provide to the Reporting Person such party's
            taxpayer identification number and a statement (on Internal Revenue
            Service Form W-9 or an acceptable substitute form, or on any other
            form the applicable current or future Code sections and regulations
            might require and/or any form requested by the Reporting Person),
            signed under penalties of perjury, stating that the taxpayer
            identification number supplied by such party to the Reporting Person
            is correct.

            (c)   Each party hereto agrees to retain this Agreement for not less
      than four years from the end of the calendar year in which the Closing
      occurred, and to produce it to the Internal Revenue Service upon a valid
      request therefor.

19.   EXCULPATION OF SELLER AND RELATED PARTIES.

      Notwithstanding anything to the contrary contained in this Agreement or in
any exhibits attached hereto or in any documents executed in connection herewith
(collectively, including this Agreement, said exhibits and any such document the
"PURCHASE DOCUMENTS"), it is expressly understood and agreed by and between the
parties hereto that: (i) the recourse of Purchaser or its

                                     - 34 -


successors or assigns against Seller with respect to the alleged breach by or on
the part of Seller of any representation, warranty, covenant, undertaking,
indemnity or agreement contained in any of the Purchase Documents (collectively,
"SELLER'S UNDERTAKINGS") shall be limited to an amount not to exceed Three
Hundred Thousand Dollars ($300,000) in the aggregate under the Purchase
Documents, and (ii) no personal liability or personal responsibility of any sort
with respect to any of Seller's Undertakings or any alleged breach thereof is
assumed by, or shall at any time be asserted or enforceable against any of
Seller's shareholders, directors, officers, employees, agents, beneficiaries,
trustees or their representatives, agents or affiliates. On or before the
Closing Date, Seller shall establish a minimum balance of Three Hundred Thousand
Dollars ($300,000) in cash or marketable securities in one or more of its bank
accounts, and shall keep such accounts free from liens other than banker's liens
and rights of set-off. On the date which is nine (9) months after the Closing
Date or upon the earlier termination of this Agreement, Seller may withdraw any
and all funds in such accounts; provided, however, that if Purchaser has filed
suit prior to the date which is nine (9) months after the Closing Date for any
alleged breach by or on the part of Seller of Seller's Undertakings, Seller may
not on such date make any withdrawal reducing the balance in such account below
Three Hundred Thousand Dollars ($300,000) and shall not make any further
voluntary withdrawals therefrom until such has been dismissed, settled or fully
adjudicated, including all appeals. This SECTION 19 shall survive termination or
Closing of this Agreement.

                                     - 35 -


              SIGNATURE PAGE TO PURCHASE AND SALE AGREEMENT BETWEEN
                    75TH & LYMAN CORPORATION, AS SELLER, AND
               INLAND RETAIL REAL ESTATE TRUST, INC., AS PURCHASER


      IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on the date set forth below its respective signature.

                                 SELLER:

                                 75TH AND LYMAN CORPORATION,
                                 a Delaware corporation


                                 By:   /s/ Paul C. Chapman
                                       -----------------------------------------
                                       Paul C. Chapman
                                       Executive Vice President

                                 NOTE SIGNATURE BLOCK FOLLOWING SECTION 17.


                                 PURCHASER:

                                 INLAND RETAIL REAL ESTATE TRUST, INC.,
                                 a Maryland corporation


                                 By:   /s/ G. Joe Cosenza
                                       -----------------------------------------
                                 Name: G. Joe Cosenza
                                       -----------------------------------------
                                 Its:  Authorized Agent
                                       -----------------------------------------

                                 NOTE SIGNATURE BLOCK FOLLOWING SECTION 17.



                         LIST OF EXHIBITS AND SCHEDULES


Exhibit A   -   Form of Tenant Estoppel Certificate
Exhibit B   -   Form of Deed
Exhibit C   -   Form of Bill of Sale
Exhibit D   -   Form of Assignment and Assumption of Leases
Exhibit E   -   Form of Assignment and Assumption of Contracts, Licenses and
                Permits
Exhibit F   -   Form of Non-Foreign Affidavit
Exhibit G   -   Form of Tenant Notification Letter
Exhibit H   -   Form of Vendor Notification Letter
Exhibit I   -   Certificate of Seller
Exhibit J       Certificate of Purchaser
Schedule 1      Land
Schedule 4.3    Personal Property
Schedule 6.5    Leases
Schedule 6.6    Service Contracts
Schedule 6.8    Claims
Schedule 6.9    Leasing Brokerage Agreements
Schedule 15     Leasing Status Report



                                    EXHIBIT A

                             FORM OF TENANT ESTOPPEL

TO:   _______________________                75TH AND LYMAN CORPORATION
      _______________________                c/o CB Richard Ellis Investors
      _______________________                601 108th Avenue N.E., Suite 1900
      _______________________                Bellevue, Washington 98004
      _______________________                Attn: Paul C. Chapman

      Re:   The Daien Towne Centre
            Darien, Illinois (the "Property")

Gentlemen:

      The following statements are made with the knowledge that the addressees
and their respective successors and assigns are relying on them in connection
with the purchase and sale of the Property and the assignment to ____________, a
____________ ("Purchaser") of the Lease (defined below) in connection therewith,
and the addressees' and their respective lenders, successors and assigns and
successor owners of the Property may rely on them for that purpose.

      The undersigned ("Tenant"), being the Tenant under the Lease covering
certain premises ("Leased Premises") in the Property, hereby certifies to the
addressees and their respective lenders, successors and assigns that the
following statements are true, correct and complete as of the date hereof:

      1.    Tenant is the tenant under a lease with _______________ ("Landlord")
dated ____________ [INSERT THE TITLE AND DATE OF ALL AMENDMENTS, MODIFICATIONS
AND ANY OTHER AGREEMENTS RELATING TO THE LEASE, E.G., "AS AMENDED BY THAT
CERTAIN FIRST AMENDMENT, DATED MARCH 18, 1962," . . .], ([COLLECTIVELY,] the
"Lease"). The Lease demises to Tenant approximately ________________ (______)
square feet commonly known as _________ in the Property. The Property contains
an aggregate of ________ square feet. The initial term of the Lease commenced on
_______________, _____, and will expire on ____________________, ______,
exclusive of unexercised renewal options and extension options contained in the
Lease. There have been no [OTHER] amendments, modifications or revisions to the
lease, and there are no other agreements of any kind between Landlord and Tenant
regarding the Leased Premises.

      2.    The Lease has been duly authorized and executed by Tenant and is in
good standing and in full force and effect.

      3.    Tenant is presently occupying the Leased Premises. The Lease has not
been assigned by Tenant and no sublease, concession agreement or license
covering the Lease Premises, or any portion of the Leased Premises, has been
entered into by Tenant.

                                      A - 1


      4.    Tenant is currently obligated to pay fixed or base rent under the
Lease in the annual amount of _____________ Dollars ($_________), payable in
monthly installments of _____________________ Dollars ($_____). Fixed or base
rent has been paid under the Lease through _________________, _______. No rent
under the Lease has been paid more than one (1) month in advance, and no other
sums have been deposited with Landlord other than _______________ Dollars
($_________) deposited as security under the Lease. The security deposit is not
subject to any set-off or reduction or any increase for interest or other credit
due to tenant. Except as specifically stated in the Lease, Tenant is entitled to
no rent concessions, free rent, allowances or other similar compensation in
connection with renting the Leased Premises. Percentage Rent for the last fiscal
year of Tenant ending _________________, ___ in the amount of ________ Dollars
($__________) has been paid by Tenant to Landlord.

      5.    To Tenant's knowledge, neither Landlord nor Tenant is in default
under the Lease and, to Tenant's knowledge, no event has occurred with, with the
giving of notice or passage of time, or both, could result in such a default.

      6.    Except as specifically stated in the Lease, Tenant has not been
granted (a) any option to extend the term of the Lease, (b) any option to expand
the Leased Premises or to lease additional space within the Property, (c) any
right of first refusal on any space at the Property, (d) any option or right of
first refusal to purchase the Leased Premises or the Property or any part
thereof, or (e) any option to terminate the Lease prior to its stated
expiration.

      7.    All obligations and conditions under the Lease to be performed to
date by Landlord have been satisfied, free of defenses and set-offs, including
all construction work in the Leased Premises.

      8.    The Landlord has not rebated, reduced or waived any amounts due from
Tenant under the Lease, nor has Landlord provided financing for, made loans or
advances to, or invested in Tenant's business.

      9.    Tenant has not received any notice of any present violation of any
federal, state, county or municipal laws, regulations, ordinances, order or
directives relating to use, operation or condition of the Leased Premises.

      EXECUTED as of the _______ day of _________________________, ____________.

TENANT

______________________________, dba ______________________________________
(Name of Tenant and d/b/a/, if any)

By:
   ---------------------------------
Name:
     -------------------------------
Title:
      ------------------------------

                                      A - 2


                                    EXHIBIT B

                                      DEED

SPECIAL WARRANTY DEED
     (ILLINOIS)

PREPARED BY:


_____________________
_____________________
_____________________
_____________________
Attn:________________

AFTER RECORDING RETURN TO:

                                       Space Above For Recorder's Use Only

_____________________
_____________________
_____________________
Attn:________________

      This DEED, made and entered into as of this _______ day of _____________,
2003 (the "Transfer Date"), by and between 75TH AND LYMAN CORPORATION, a
Delaware corporation ("Grantor") with its principal office address at
____________________________, and _______________, a _______________________
("Grantee") with its principal office address at ______________________________.

      WITNESSETH, that Grantor, for the consideration of One Dollar ($1.00) and
other good and valuable consideration in hand paid, by these presents does
hereby GRANT, BARGAIN and SELL unto Grantee the following described real estate
(the "Property"), situated in the City of Darien, County of DuPage, State of
Illinois, more particularly described as follows, to wit:

      See legal description set forth on SCHEDULE 1, attached hereto and
incorporated herein;

      Address of Real Estate:               [___________________]
      Tax Identification Number(s): [___________________]

      TO HAVE AND TO HOLD the Property as above described, together with all
rights and appurtenances to the same belonging, unto the Grantee, and to the
successors and assigns of Grantee forever, subject to the exceptions identified
in SCHEDULE 1 attached hereto.

      Grantor hereby covenants that Grantor and its successors and assigns,
shall and will warrant and defend the title to the said Property unto Grantee,
against the lawful claims of all

                                      B - 1


persons claiming by and through Grantor and none other, excepting however: real
estate taxes and assessments not yet due and payable; acts or omissions of the
Grantee or anyone acting by, through or under Grantee; leases and other
occupancy agreements assigned to Grantee; and all other matters set forth on
SCHEDULE 2 attached hereto and incorporated by reference [insert Permitted
Exceptions at Closing]

      IN WITNESS WHEREOF, said Grantor has caused this Special Warranty Deed to
be executed by an authorized representative of Grantor this _______ day of
__________, 2003.

75TH AND LYMAN CORPORATION,
a Delaware corporation


By:
   ---------------------------------
        Paul C. Chapman,
        Executive Vice President

STATE OF _________________)
                          )SS
COUNTY OF ________________)

Be it remembered that on this _______ day of ____________________, 2003, before
me, personally appeared Paul C. Chapman is personally known to me to be the
Executive Vice President of 75TH AND LYMAN CORPORATION, a Delaware corporation,
and the same person who executed the foregoing instrument and duly acknowledged
the execution of the same for and on behalf of and as the act and deed of said
corporation.

In witness whereof, I have hereunto set my hand and fixed my seal the day and
year above written.


                                        ----------------------------
                                        Notary Public

Seal

SENT FUTURE TAX BILLS TO:
______________________________
______________________________
______________________________
______________________________

SCHEDULE 1 - LEGAL DESCRIPTION
SCHEDULE 2 - PERMITTED EXCEPTIONS

                                      B - 2


                                    EXHIBIT C

                                  BILL OF SALE

      KNOW ALL MEN BY THESE PRESENTS, that 75TH AND LYMAN CORPORATION, a
Delaware corporation ("Seller"), in consideration of Ten and 00/00 Dollars
($10.00), the receipt and sufficiency of which is hereby acknowledged, does
hereby sell, assign, transfer, quit claim and set over unto __________,a
______________ ("Purchaser") all furniture, furnishings, fixtures, equipment and
other personal property set forth on the attached SCHEDULE 2 (the "Personal
Property") located at, on and about the real estate commonly known as the Darien
Towne Centre and legally described on the attached SCHEDULE 1 (the "Premises").

      TO HAVE AND TO HOLD the Personal Property unto Purchaser and Purchaser's
heirs, legal representatives, successors and assigns forever.

      ALL WARRANTIES OF QUALITY OF FITNESS FOR A PARTICULAR PURPOSE AND
MERCHANTABILITY ARE EXPRESSLY EXCLUDED. THE PERSONAL PROPERTY SOLD HEREUNDER IS
SOLD IN "AS IS" CONDITION WITHOUT ANY REPRESENTATION OR WARRANTY BY SELLER.

      Any liability of Seller shall be limited as set forth in SECTIONS 6, 17.1
and 19 of that certain Purchase and Sale Agreement between Seller and Purchaser
dated November 12, 2003.

      IN WITNESS WHEREOF, Seller has signed this Bill of Sale this _______ day
of _______________,2003.

                                       SELLER:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             -------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

SCHEDULE 1 - LEGAL DESCRIPTION
SCHEDULE 2 - LIST OF TANGIBLE PERSONAL PROPERTY

                                      C - 1


                                    EXHIBIT D

                       ASSIGNMENT AND ASSUMPTION OF LEASES

      FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 75TH AND LYMAN CORPORATION, a Delaware corporation, having its
principal office at c/o CB Richard Ellis Investors, 601 108th Avenue N.E. #1900,
Bellevue, WA 98004 ("Assignor"), hereby sells, transfers, assigns and sets over
unto _________________, a _________________ ("Assignee"), its legal
representatives, successors and assigns all of Assignor's right, title and
interest in, to and under (a) those certain leases referred to on SCHEDULE 2
attached hereto and made a part hereof (the "Leases") affecting the real estate
legally described on SCHEDULE 1 attached hereto and made a part hereof and
commonly known as the Darien Towne Centre (the "Property") and, to the extent
assignable, any guaranties made in connection with such Leases, (b) the security
deposits set forth in SCHEDULE 3 attached hereto, and (c) the rent due under
such Leases except, however, that portion of said rent attributable to periods
of time prior to the Closing Date (as defined in that certain Purchase and Sale
Agreement by and between Assignor and Assignee, dated as of November 12, 2003
(the "Agreement")).

      Assignee does hereby accept the foregoing Assignment and Assumption of
Leases subject to the terms and conditions herein and in the Leases, and does
hereby assume, without exculpation, as of the date hereof, and become
responsible for and agree to perform, discharge, fulfill and observe all of the
obligations, terms, covenants, provisions and conditions under the Leases
arising from and after the Closing Date, and Assignee agrees to be liable for
the observance and performance thereof as fully as though Assignee was the
original landlord or lessor thereunder, including without limitation the cost of
all tenant improvements, leasing commissions, and space planning and legal costs
which accrue or are incurred on or after the Closing Date or which Assignee is
obligated to pay pursuant to the Agreement. Notwithstanding the immediately
preceding sentence, Assignor shall remain liable for those obligations of
Assignor under the Leases to the extent they arise out of events occurring prior
to the Closing Date, except for those obligations for which Assignee is liable
pursuant to the Agreement. Assignor shall retain the obligation to reconcile
operating expenses, real estate taxes and insurance with the tenants under the
Leases with respect to all calendar years prior to the year in which the Closing
Date occurs.

      Assignee agrees to protect, defend, indemnify and hold harmless Assignor,
its legal representatives, successors and assigns from any and all losses,
damages, expenses, fees (including without limitation reasonable attorneys'
fees), court costs, suits, judgments, liability, claims and demands whatsoever
in law or in equity, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Leases as to events occurring from and after the Closing
Date or which Assignee is obligated to pay pursuant to the Agreement, except for
those obligations which Assignor is liable for pursuant to the Agreement.
Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its
legal representatives, successors and assigns from any and all losses, damages,
expenses, fees (including, without limitation, reasonable attorneys' fees),
court costs, suits, judgments, liability,

                                      D - 1


claims and demands whatsoever in law or in equity, incurred or suffered by
Assignee, its legal representatives, successors and assigns or any of them
arising out of or in connection with the Leases as to events occurring prior to
the Closing Date, except for those matters covered in a tenant estoppel
certificate to Assignee and those obligations which Assignee is liable for
pursuant to the Agreement; provided, however, that any claim made by Assignee
hereunder shall be deemed waived unless Assignee has filed suit prior to the
date which is nine (9) months after the Closing Date.

      Notwithstanding anything to the contrary contained in this Assignment and
Assumption of Leases, it is expressly understood and agreed by and between the
parties hereto that: (i) the recourse of Assignee or its successors or assigns
against Assignor with respect to this Assignment and Assumption of Leases shall
be limited as set forth in SECTIONS 6, 17.1 AND 19 of the Agreement, and (ii) no
personal liability or personal responsibility of any sort with respect to the
indemnity obligations of Assignor above is assumed by, or shall at any time be
asserted or enforceable against, Assignor or against any of Assignor's
shareholders, directors, officers, employees, agents, constituent partners,
members, beneficiaries, trustees or representatives except as provided in (i)
above with respect to Assignor.

      This Assignment and Assumption of Leases shall be binding upon and shall
inure to the benefit of Assignor and Assignee and their respective
beneficiaries, legal representatives, heirs, successors and assigns.

      THIS ASSIGNMENT AND ASSUMPTION OF LEASES IS FOR THE BENEFIT OF ASSIGNOR
AND ASSIGNEE, AND EXCEPT AS PROVIDED IN THE INDEMNIFICATION PROVISIONS AND THE
EXCULPATION PROVISIONS OF SECTION 19 OF THE AGREEMENT, NO OTHER PERSON OR ENTITY
WILL BE ENTITLED TO RELY ON THIS ASSIGNMENT AND ASSUMPTION OF LEASES.

      This Assignment and Assumption of Leases may be executed in counterparts,
and as so executed shall constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption of Leases this day of _____________________________, 2003.


                                       ASSIGNOR:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             -------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      D - 2


                                       ASSIGNEE:

                                       _____________________________________,
                                       a _____________________________

                                       By:
                                             -------------------------------
                                             Name:
                                                   -------------------------
                                             Its:
                                                  --------------------------

SCHEDULE 1  -  LEGAL DESCRIPTION
SCHEDULE 2  -  LEASES

                                      D - 3


                                    EXHIBIT E

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS,
                              LICENSES AND PERMITS

      FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 75TH AND LYMAN CORPORATION, a Delaware corporation, having its
principal office at c/o CB Richard Ellis Investors, 601 108th Avenue N.E. #1900,
Bellevue, WA 98004 ("Assignor"), hereby sells, transfers, assigns and sets over
unto __________________, a __________________ ("Assignee"), its legal
representatives, successors and assigns, effective as of the Closing Date (as
defined in that certain Purchase and Sale Agreement by and between Assignor and
Assignee, dated as of November 12, 2003 (the "Agreement")), all of Assignor's
right, title and interest in, to and under the following to the extent freely
assignable by Assignor: (a) those agreements referred to on SCHEDULE 2 attached
hereto and made a part hereof (the "Contracts") affecting the real estate
legally described on SCHEDULE 1 attached hereto and made a part hereof and
commonly known as the Darien Towne Centre, (the "Property") and (b) all
licenses, warranties, guarantees, permits and Intangible Property (as defined in
the Agreement) relating to the construction, use and operation of the Property.

      Assignee does hereby accept the foregoing Assignment and Assumption of
Contracts, Licenses and Permits and does hereby assume, without exculpation, as
of the Closing Date, and become responsible for and agree to perform, discharge,
fulfill and observe all of the obligations, terms, covenants, provisions and
conditions under the Contracts arising from and after the date hereof or which
Assignee is responsible for pursuant to the Agreement, and Assignee agrees to be
liable for the observance and performance thereof as fully as though Assignee
was the original party thereunder. Notwithstanding the immediately preceding
sentence, Assignor shall remain liable for those obligations of Assignor under
the Contracts to the extent they arise out of events occurring prior to the
Closing Date, except for those obligations which Assignee is responsible for
pursuant to the Agreement.

      Assignee agrees to protect, defend, indemnify and hold harmless Assignor,
its legal representatives, successors and assigns from any and all losses,
damages, expenses, fees (including without limitation reasonable attorneys'
fees), court costs, suits, judgments, liability, claims and demands whatsoever
in law or in equity, incurred or suffered by Assignor, its legal
representatives, successors and assigns or any of them arising out of or in
connection with the Contracts, as to events occurring from and after the Closing
Date or which Assignee is responsible for pursuant to the Agreement, except for
those obligations which Assignor is responsible for pursuant to the Agreement.
Assignor agrees to protect, defend, indemnify and hold harmless Assignee, its
legal representatives, successors and assigns from any and all losses, damages,
expenses, fees (including, without limitation, reasonable attorneys' fees),
court costs, suits, judgments, liability, claims and demands whatsoever in law
or in equity, incurred or suffered by Assignee, its legal representatives,
successors and assigns or any of them arising out of or in connection with the
Contracts, as to events occurring prior to the Closing Date, except for those
obligations which Assignee is responsible for pursuant to the Agreement;
provided, however, that any claim made by Assignee hereunder shall be deemed
waived unless Assignee has given

                                      E - 1


Assignor written notice of such claim prior to the date which is nine (9) months
after the Closing Date.

      Notwithstanding anything to the contrary contained in this Assignment and
Assumption of Contracts, Licenses and Permits, it is expressly understood and
agreed by and between the parties hereto that: (i) the recourse of Assignee or
its successors or assigns against Assignor with respect to this Assignment and
Assumption of Contracts, Licenses and Permits shall be limited as set forth in
SECTIONS 6, 17.1 AND 19 of the Agreement, and (ii) no personal liability or
personal responsibility of any sort with respect to the indemnity obligations of
Assignor above is assumed by, or shall at any time be asserted or enforceable
against, Assignor, or against any of Assignor's shareholders, directors,
officers, employees, agents, constituent partners, members, beneficiaries,
trustees or representatives except as provided in (i) above with respect to
Assignor.

      This Assignment and Assumption of Contracts, Licenses and Permits shall be
binding upon and shall inure to the benefit of Assignor and Assignee and their
respective beneficiaries, legal representatives, heirs, successors and assigns.

      THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS, LICENSES AND PERMITS IS FOR
THE BENEFIT OF ASSIGNOR AND ASSIGNEE, AND EXCEPT AS PROVIDED IN THE
INDEMNIFICATION PROVISIONS AND THE EXCULPATION PROVISIONS OF SECTION 19 OF THE
AGREEMENT, NO OTHER PERSON OR ENTITY WILL BE ENTITLED TO RELY ON THIS ASSIGNMENT
AND ASSUMPTION OF CONTRACTS, LICENSES AND PERMITS.

      This Assignment and Assumption of Contracts, Licenses and Permits may be
executed in counterparts, and as so executed shall constitute one and the same
agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption of Contracts, Licenses and Permits this _______ day of
______________________, 2003.


                                       ASSIGNOR:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation

                                       By:
                                             --------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      E - 2


                                       ASSIGNEE:

                                       _____________________________________,
                                       a _____________________________

                                       By:
                                             -------------------------------
                                             Name:
                                                   -------------------------
                                             Its:
                                                  --------------------------

SCHEDULE 1  -  LEGAL DESCRIPTION
SCHEDULE 2  -  LIST OF CONTRACTS

                                      E - 3


                                    EXHIBIT F

                              NON-FOREIGN AFFIDAVIT


      Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by 75TH AND LYMAN CORPORATION,
a Delaware corporation, ("Seller"), the undersigned hereby certifies the
following on behalf of Seller:

      1.    Seller is not a foreign corporation (as this term is defined in the
            Internal Revenue Code and Income Tax Regulations);

      2.    Seller's U.S. employer identification number is __________________
            and

      3.    Seller's address is __________________________________________.

      Seller understands that this certification may be disclosed to the
Internal Revenue Service by the transferee and that any false statement
contained herein could be punished by fine, imprisonment, or both.

      Under penalties of perjury the undersigned declares that it has examined
this certification and to the best of its knowledge and belief it is true,
correct and complete, and it further declares that it has authority to sign this
document on behalf of Seller.

Dated: ________________, 2003.

                                       Seller:

                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation


                                       By:
                                             --------------------------------
                                             Paul C. Chapman
                                             Executive Vice President

                                      F - 1


                                    EXHIBIT G

                       FORM OF TENANT NOTIFICATION LETTER

                             ____________, _______

VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED

[Tenant]


_____________________________
_____________________________
_____________________________

      RE:   THE DARIEN TOWNE CENTRE, DARIEN, ILLINOIS

Dear [Tenant]:

You are hereby advised that the above referenced property in which you are a
tenant was sold and your lease was assigned and transferred effective as of the
date of this letter to _________________________, a _______________________
("Purchaser"). Your security deposit and advance rental, if any, has transferred
to Purchaser, whose address is set forth below. The above referenced property
will be managed by [MANAGEMENT COMPANY] and all checks for rent and other
charges should be made payable to [_______________________] and forwarded to:
[MANAGEMENT COMPANY][PROPERTY ADDRESS].

In accordance with the terms of your lease, copies of all future notices to
landlord should be sent to: [PURCHASER ENTITY].

If you have any questions or need any additional information, please feel free
to contact the management office at [Telephone Number].

Sincerely,

SELLER:                                PURCHASER:

75TH AND LYMAN CORPORATION,            _________________________________,
a Delaware corporation                 a ____________________________

By:                                    By:
      --------------------------             ----------------------------
      Paul C. Chapman,                       Name:
      Executive Vice President                     ----------------------
                                             Its:
                                                  -----------------------

                                      G - 1


                                    EXHIBIT H

                       FORM OF VENDOR NOTIFICATION LETTER


___________________, _______


VIA CERTIFIED MAIL - RETURN RECEIPT REQUESTED

[Vendor]


________________________________
________________________________
________________________________

      RE:   THE DARIEN TOWNE CENTRE, DARIEN, ILLINOIS

Gentlemen:

      This is to advise you that the above reference property was sold to
____________________________________________, a ______________ ("Purchaser"). As
part of the sale, your contract has been assigned to Purchaser, and any goods,
services or utilities supplied to the property subsequent to the date of this
letter shall be for its account. The above referenced property will be managed
by [Management Company] and all future invoices and correspondence and any and
all notices to Purchaser should be sent to:

            _________________________________
            _________________________________

Sincerely,

SELLER:                                PURCHASER:

75TH AND LYMAN CORPORATION,            __________________________________,
a Delaware corporation                 a ______________________________

By:                                    By:
      ---------------------------            ----------------------------
      Paul C. Chapman,                       Name:
      Executive Vice President                    -----------------------
                                             Its:
                                                  -----------------------

                                      H - 1


                                    EXHIBIT I

                              CERTIFICATE OF SELLER

      I, Paul C. Chapman, the Executive Vice President of 75TH AND LYMAN
CORPORATION, a Delaware corporation (the "COMPANY"), hereby certify that, except
as set forth on SCHEDULE 1 attached hereto, as of the date hereof the
representations and warranties set forth in SECTION 6 of the Purchase and Sale
Agreement dated November 12, 2003, by and between the Company and INLAND RETAIL
REAL ESTATE TRUST, INC., a Maryland corporation, are true and correct.

      This certificate is delivered pursuant to SECTION 4.3(a)(ix) of the
Agreement.

      IN WITNESS WHEREOF, I have hereunto signed my name for and on behalf of
the Company this ____ day of ________________________, 2003.


                                       75TH AND LYMAN CORPORATION,
                                       a Delaware corporation


                                       By:
                                             -----------------------------------
                                             Paul C. Chapman,
                                             Executive Vice President


      SCHEDULE 1 - Exceptions

                                      I - 1


                                    EXHIBIT J

                            CERTIFICATE OF PURCHASER

      I, ______________________________________________ of INLAND RETAIL REAL
ESTATE TRUST, INC., a Maryland corporation (the "COMPANY"), hereby certify that,
except as set forth on SCHEDULE 1 attached hereto, as of the date hereof the
representations and warranties set forth in SECTION 8 of the Purchase and Sale
Agreement dated November 12, 2003, by and between the Company and 75TH & LYMAN
CORPORATION, a Delaware corporation, are true and correct.

      This certificate is delivered pursuant to SECTION 4.3(b)(v) of the
Agreement.

      IN WITNESS WHEREOF, I have hereunto signed my name for and on behalf of
the Company this ______ day of __________________________, 2003.


                                       INLAND RETAIL REAL ESTATE TRUST, INC.,
                                       a Maryland corporation


                                       By:
                                             -----------------------------------

                                             -----------------------,
                                             Title:
                                                    ---------------

      SCHEDULE 1 - Exceptions

                                      J - 1


                                   SCHEDULE 1

                                LEGAL DESCRIPTION

PARCEL 1:   Lots 2, 9 and 10 in Darien Towne Centre, being a subdivision of
            part of the Southeast Quarter of Section 29, Township 38 North,
            Range 11 East of the Third Principal Meridian, recorded August 17,
            1993 as Document Number R93-183593, in DuPage County, Illinois;

PARCEL 2:   A non-exclusive easement for the benefit of Parcel 1 as created
            by the Declaration dated August 5, 1993 and recorded August 17, 1993
            as Document R93-183596 by American National Bank and Trust Company
            of Chicago, as Trustee under Trust dated June 4, 1991 and known as
            Trust Number 113974-03 and Wal-Mart Stores, Inc. for the purpose of
            ingress and egress, utilities, signage and stormwater retention.

                                      - i -


                                  SCHEDULE 4.3

                                PERSONAL PROPERTY

                                      None.

                                      - i -


                                  SCHEDULE 6.5

                                     LEASES



                                                                     [ILLEGIBLE]
              Tenant                            Document                Dated
- --------------------------------------------------------------------------------
                                                                 
Aldi's                                REA Agreement                     8/5/93
- --------------------------------------------------------------------------------
Circuit City                          Shopping Center Lease             7/22/93
- --------------------------------------------------------------------------------
Coldwell Banker- Gladstone Realtors   Shopping Center Lease             3/01/00
- --------------------------------------------------------------------------------
Citibank Darien                       REA Agreement                    12/15/94
- --------------------------------------------------------------------------------
Deals-Nothing Over a Dollar           Shopping Center Lease             4/10/02
- --------------------------------------------------------------------------------
Gingiss Formalwear Store              Shopping Center Lease            11/26/96
- --------------------------------------------------------------------------------
Great Clips                           Shopping Center Lease            10/13/99
- --------------------------------------------------------------------------------
Harris Bank                           REA Agreement                     2/22/94
- --------------------------------------------------------------------------------
Home Depot                            Shopping Center Lease             7/15/93
- --------------------------------------------------------------------------------
Jenny Craig                           Shopping Center Lease             2/09/99
- --------------------------------------------------------------------------------
PetsMart                              Shopping Center Lease             7/17/93
- --------------------------------------------------------------------------------
Murray's Discount Auto                Shopping Center Lease             4/22/94
- --------------------------------------------------------------------------------
Panera Bread                          Shopping Center Lease             4/07/03
- --------------------------------------------------------------------------------
Signature Cleaners                    Shopping Center Lease             4/14/94
- --------------------------------------------------------------------------------
Payless Shoe Source                   Shopping Center Lease             7/8/94
- --------------------------------------------------------------------------------
TGI Fridays                           Ground Lease                      7/26/93
- --------------------------------------------------------------------------------
Walmart                               REA Agreement                     8/05/93
- --------------------------------------------------------------------------------


*If Seller or its property manager does not have the original lease document,
Seller may deliver a tenant estoppel certificate or other certification
certifying a copy of the lease document in lieu of delivering an original lease
document at Closing.

                                      - i -


                                  SCHEDULE 6.6

                                SERVICE CONTRACTS



                                          Agreement                                       Execution     Rennuable On
     Contractor Name                     Description                Documentation            Date      30 Days Notice
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                
Clo Marketing                     Marketing                    Letter Agreement            1/30/03          Yes
- ---------------------------------------------------------------------------------------------------------------------
                                  Backflow Device
Chicago Backflow                  Inspection                   Agreement                   7/24/02          Yes
- ---------------------------------------------------------------------------------------------------------------------
Simplex Grinnell                  Alarm Inspection             Agreement                   8/20/02          Yes
- ---------------------------------------------------------------------------------------------------------------------
                                                               Service and Maintenance
Fire & Security Systems           Alarm Monitoring             Agreement                   8/23/99          Yes
- ---------------------------------------------------------------------------------------------------------------------
Four Seasons Lawncare             Landscaping                  Service Agreement           3/31/03          Yes
- ---------------------------------------------------------------------------------------------------------------------
Ace of Spray                      Pressure Washing             Service Agreement           6/16/03          Yes
- ---------------------------------------------------------------------------------------------------------------------
Snow Systems                      Snow Removal                 Service Agreement           10/02/03         Yes
- ---------------------------------------------------------------------------------------------------------------------
4 Season Commercial
Maintenance                       Lot Sweeping                 Service Agreement           7/01/96          Yes
- ---------------------------------------------------------------------------------------------------------------------
Temple Display                    Holiday Decorations          Agreement                   10/28/03         Yes
- ---------------------------------------------------------------------------------------------------------------------


                                      - i -


                                  SCHEDULE 6.8

                                     CLAIMS

                                      None.

                                      - i -


                                  SCHEDULE 6.9

                          LEASING BROKERAGE AGREEMENTS


Listing agreement with Edgemark Commercial Real Estate Services, LLC.

                                      - i -


                                   SCHEDULE 15

                              LEASING STATUS REPORT

                            (as of November 11, 2003)



                                             STARTING
                        SUITE       SIZE       BASE          RENT                       TI        LANDLORD     COMMIS-
TENANT NAME             NUMBER     SQ. FT.     RENT       ESCALATION       TERM     ALLOWANCE      COSTS        SION       STATUS
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                              
CHINA WOK              2121           1,500  $  20.00  3% per year        5 years   $7,500        0          $    6,000  Signed LOI
- ------------------------------------------------------------------------------------------------------------------------------------
RICOBENE'S ON
75TH LLC               2173 A         3,000  $  18.00  3% per year        10 years  $21,000 -     TBD        $   10,500  Negotiating
                                                                                    est'd. See                           lease
                                                                                    description
                                                                                    of work
- ------------------------------------------------------------------------------------------------------------------------------------
OPTIQUE BY             2173 B         1,800  $  24.00  N/A                5 years   $36,000       TBD        $    7,200  Negotiating
LENSCRAFTERS                                                                                                             LOI
- ------------------------------------------------------------------------------------------------------------------------------------
FRUITFUL YIELD         2173 C         4,548  $  18.00  3% per year after  5 years   0             TBD        $   15,918  Signed LOI
                                                       year 2
- ------------------------------------------------------------------------------------------------------------------------------------
JENNY CRAIG RENEWAL    2141           2,000  $  22.00  $0.50 per year     3 years   $4,000        0          $    4,000  Amendment
                                                                                                                         out for
                                                                                                                         Signature
- ------------------------------------------------------------------------------------------------------------------------------------
IRV'S MENSWEAR         2173 (all)     9,348  $  16.00  2.5% per year      5 Years   $93,480       0          $   42,066  Signed LOI
- ------------------------------------------------------------------------------------------------------------------------------------
VN NAILS               2121           1,500  $  20.00  3% per year        5 years   $7,500        0          $    6,000  Signed LOI
- ------------------------------------------------------------------------------------------------------------------------------------


     LENSCRAFTERS COULD GO TO SUITE 2121 WHICH IS 1,500 SQ. FT.

     SOCCER POST, A TENANT OCCUPYING 2,968 SQUARE FEET, CEASED OPERATIONS
     EFFECTIVE JUNE 1, 2003. TENANT HAS CONFIRMED THAT THEY UNDERSTAND THEY ARE
     RESPONSIBLE FOR PAYING MONTHLY RENT PURSUANT TO THEIR SUB-LEASE WITH
     PAYLESS SHOESOURCE. THE SUB-LEASE EXPIRES ON JULY 31, 2004.

     JENNY CRAIG, A CURRENT TENANT WHOSE LEASE EXPIRES IN FEBRUARY 2004 HAS
     AGREED TO A LEASE RENEWAL PROPOSAL FOR AN ADDITIONAL THREE YEAR TERM AT
     YEARS 1-3 AT $22.00, $22.50 AND $23.00 PSF RESPECTIVELY, WITH A THREE YEAR
     OPTION AT FAIR MARKET RENT. AN AMENDMENT IS BEING PREPARED.

     RICOBENE'S A PIZZA/FAST FOOD RESTAURANT HAS AGREED TO LEASE 3,000 SF OF THE
     9,348 SF SPACE NEXT TO PANERA. THEY HAVE AGREED TO A TEN (10) YEAR TERM
     BEGINNING AT $18.00 NET PSF WITH THREE PERCENT (3%) ANNUAL INCREASES AND A
     LANDLORD CONTRIBUTION OF SEVEN DOLLARS ($7.00)PSF.

     LA TAN HAS AGREED TO LEASE 3,000SF OF THE 9,348 SF SPACE NEXT TO PANERA.
     THEY HAVE AGREED TO A TEN (10) YEAR TERM BEGINNING AT $19.00 PSF WITH A
     LANDLORD CONTRIBUTION OF EIGHT DOLLARS ($8.00) PSF.

     NEGOTIATIONS CONTINUE WITH OPTIQUE BY LENSCRAFTERS (1,800 SF) AND FRUITFUL
     YIELD (4,500 SF) FOR THE REMAINING PORTION OF THE 9,348 SF SPACE NEXT TO
     PANERA.

                                      - i -


     NEGOTIATIONS CONTINUE WITH CHINA WOK AND A LOCAL NAIL SALON FOR SPACE 2121
     (1,500 SF). RENTS ARE ANTICIPATED TO BE IN THE UPPER TEENS TO LOWER
     TWENTIES.

                                     - ii -

EX-10.21

                                                                   Exhibit 10.21

                           PURCHASE AND SALE AGREEMENT

Date:          November 20, 2003

Seller:        DESCO ASSOCIATES, a Connecticut limited partnership
               c/o John D. Scarritt
               P.O. Box 215
               225 Grove Street
               Bristol, Connecticut 06011-0215
               Telephone: 860-582-0244
               Telecopier: 702-543-5422
               Email:desco@snet.net

Buyer:         INLAND REAL ESTATE ACQUISITIONS, INC.
               2901 Butterfield Road
               Oak Brook, Illinois 60523
               Telephone: 630-218-4948
               Telecopier: 630-218-4935
               Email: jcosenza@inlandgroup.com

ESCROW AGENT
AND TITLE
INSURER:       CHICAGO TITLE INSURANCE COMPANY
               171 North Clark Street
               Chicago, Illinois 60601
               Attention: Nancy Castro
               Telephone:  312-223-3909
               Telecopier: 312-223-2108
               Escrow No.:___________________(the "ESCROW")

REAL
PROPERTY:      The Real Property is composed of two parcels (each, a "Parcel",
               and together, the "Parcels"), as follows:

               FIRST PARCEL: That certain real property located at 1045 West
               Main Street, New Britain, Connecticut, consisting of
               approximately 7.60 acres, together with (a) a building containing
               approximately 65,658 square feet and all other improvements
               located thereon (including all replacements or additions thereto
               between the date hereof and the Closing Date), (b) all systems,
               facilities, fixtures, machinery, equipment and conduits that
               provide fire protection, security, heat, exhaust, ventilation,
               air conditioning, electrical power, light, plumbing,
               refrigeration, gas, sewer and water thereto (including all
               replacements or additions thereto between the date hereof and the
               Closing Date), and (c) all easements, rights, tenements,
               hereditaments, privileges, and appurtenances, if any, held by
               Seller, which real property is more particularly described on
               Exhibit "A-1" attached hereto and by this reference included
               herein (the "NEW BRITAIN REAL PROPERTY"), and subject to that
               certain Lease Agreement, dated February 23, 1995, as amended (the
               "NEW BRITAIN LEASE"), between Seller as Landlord and SHAW'S
               SUPERMARKETS, INC. as tenant, a true, correct and complete copy
               of which (including any and all amendments



               thereto and guaranties thereof) is attached hereto as Exhibit B
               and made a part hereof.

               SECOND PARCEL: That certain real property located at 325 Oakland
               Street, Bristol, Connecticut, consisting of approximately 5.35
               acres, together with (a) a building containing approximately
               54,661 square feet and all other improvements thereon (including
               all replacements or additions thereto between the date hereof and
               the Closing Date), (b) all systems, facilities, fixtures,
               machinery, equipment and conduits that provide fire protection,
               security, heat, exhaust, ventilation, air conditioning,
               electrical power, light, plumbing, refrigeration, gas, sewer and
               water thereto (including all replacements or additions thereto
               between the date hereof and the Closing Date), and (c) all
               easements, rights, tenements, hereditaments, privileges, and
               appurtenances, if any, held by Seller, which real property is
               more particularly described on Exhibit "A-2" attached hereto and
               by this reference included herein (the "BRISTOL REAL PROPERTY"),
               and subject to that certain Lease Agreement, dated August 1,
               1994, as amended (the "BRISTOL LEASE"), between Seller as
               Landlord and SHAW'S SUPERMARKETS, INC. as tenant ("TENANT"), a
               true, correct and complete copy of which (including all
               amendments thereto and guaranties thereof) is attached hereto as
               Exhibit C and made a part hereof. Said property shall be conveyed
               together with Seller's rights and obligations (but only those
               obligations required to be first performed after the Closing Date
               (as defined in Section 2.1 below)), as tenant, under a Lease and
               Agreement dated August 15, 1994 between Seller and Stephen Hutt
               (the "Hutt Lease") a true, correct and complete copy of which
               (including all amendments thereto and guaranties thereof) is
               attached hereto as Exhibit D and made a part hereof. The New
               Britain Lease and, the Bristol Lease hereinafter shall sometimes
               hereinafter be collectively referred to as the "Leases".

     FOR A VALUABLE CONSIDERATION, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1.   AGREEMENT.

     Subject to the terms and conditions of this Purchase and Sale Agreement
(together with all Exhibits and Schedules attached hereto, the "AGREEMENT"),
Seller agrees to sell and Buyer agrees to purchase the Property (as defined in
Schedule 1 attached hereto and made a part hereof).

2.   OPENING AND CLOSING; CONDITIONS TO CLOSING.

     2.1    As used herein, the term "OPENING OF ESCROW" shall mean the day on
which Escrow Agent receives a copy of this Agreement executed by both Buyer and
Seller together with the funds described in Subparagraph 3.1(a) below. Subject
to satisfaction of the terms, provisions and conditions contained in this
Agreement, consummation of the sale of the Property provided for herein (the
"CLOSING") shall take place five (5) days after the earlier of (i) Buyer's
waiver and/or satisfaction of the Inspections (hereinbelow defined), or (ii)
expiration of the Inspection Period (as defined below) without cancellation of
this Agreement by Buyer (the "CLOSING DATE") through the Escrow (as defined in
Section 4 below) at the offices of Escrow Agent identified above.

                                        2


     2.2    CONDITIONS TO CLOSING.

            (a)   The obligation of Buyer to close the transaction contemplated
by this Agreement is subject to and conditioned upon, at Buyer's sole option,
the satisfaction of all of the following:

                  (i)    Seller's delivery to Buyer, not less than three (3)
days prior to the expiration of the Inspection Period, an original estoppel
certificate, in form and substance acceptable to Buyer, executed by each and all
tenants under the Leases (and, as applicable, all guarantors of the Leases) and
raising no matters that, in Buyer's sole and absolute discretion, could
adversely affect the ownership, operation, management, repair, use or
maintenance of the Property or any portion thereof, and otherwise confirming the
terms and provisions of the Leases. Seller shall use its best efforts to cause
the tenants to execute the form of estoppel certificate attached hereto as
Exhibit E. Such tenant estoppel certificates cannot be dated more than thirty
(30) days prior to the Closing Date;

                  (ii)   Seller's delivery to Buyer, not less than three(3) days
prior to the expiration of the Inspection Period, original estoppel certificates
executed by all parties whose property is currently subject to any and all
operating agreements, reciprocal easement agreements and/or similar agreements
(collectively, the "REAs") encumbering title to the Property, pursuant to which
estoppel certificates such parties shall confirm (a) the terms of the REAs, (b)
that there exist no defaults under the REAs and no event or circumstance has
occurred that, with the giving of notice or passage of time, could result in a
default under the REAs, (c) any and all assessments and other payments required
to be made on or before the Closing Date have been so paid, and (d) such other
matters as may be required by Buyer prior to the expiration of the Inspection
Period. The form and substance of such estoppel certificates shall be agreed to
by Seller and Buyer prior to the expiration of the Inspection Period. Such
estoppel certificates shall be certified to Buyer and its nominee, assignee
and/or the entities designated by Buyer as taking title to the Property and
Buyer's lender (and their respective successors and assigns), if any. Such REA
estoppel certificates cannot be dated more than thirty (30) days prior to the
Closing Date;

                  (iii)  Delivery, at Closing, of sole and exclusive possession
of the Property (including, with respect to the Second Parcel, the ground
lessee's interest in, to and under the Hutt Lease)) to Buyer, subject only to
the Leases and Permitted Title Exceptions (as defined in Schedule 1 attached
hereto) applicable to each Parcel of Real Property;

                  (iv)   All representations and warranties of Seller contained
in this Agreement being true and correct at and as of the Closing Date;

                  (v)    The issuance by the Title Insurer (as defined in
Schedule 1 hereto) of the Title Policies (as defined in Section 6 below)
applicable to each Parcel (including the removal of, or issuance of a title
endorsement over, any Title Survey Objection provided in Section 6 below);

                  (vi)   The due and timely performance, in all material
respects, by the Seller of all obligations and covenants of Seller to have been
performed on or prior to the Closing Date (including, without limitation,
delivery by Seller of all documents required under Section 5 below to be
delivered at Closing);

                  (vii)  That all rent and other amounts due and payable under
the Leases and the Hutt Lease as of the Closing Date have been paid, and the
tenants under of the Leases, and all guarantors under any guaranties of the
Leases, and the landlord/ground lessor under the

                                        3


Hutt Lease, shall not be in default thereof and shall not have filed for
protection under any state or federal bankruptcy or similar code, law or
statute;

                  (viii) Seller's delivery to Buyer, not less than three (3)
days prior to the expiration of the Inspection Period, an original estoppel
certificate, in the form attached hereto as Exhibit "O", executed by the
landlord/ground lessor under the Hutt Lease and raising no matters that, in
Buyer's sole and absolute discretion, could adversely affect the ownership,
operation, repair, use or maintenance of the Property or any portion thereof,
and otherwise confirming the terms and provisions of the Hutt Lease;

                  (ix)   All of the leasable area of all buildings located upon
the Real Property shall be subject to the Leases, with the tenants thereunder
being in occupancy of their respective spaces and paying full rent thereunder
(including any and all common area maintenance, tax and insurance charges); and

                  (x)    All Licenses identified and disclosed by Buyer to
Seller prior to the expiration of the Inspection Period for the continued use
and occupancy of the Real Property by the tenants under the Leases shall be in
full force and effect.

            If any one or more of the conditions precedent set forth in this
Section 2.2(a) shall not be satisfied by the Closing Date, then Buyer, at its
option and by notice to Seller, may elect at any time thereafter to either
terminate this Agreement, without waiver or release of any of its remedies for
default by Seller under this Agreement, or to seek specific performance of this
Agreement. If this Agreement is terminated pursuant to this Section 2.2(a), then
the Deposit and any interest thereon shall forthwith be returned to Buyer, and
all other funds and documents theretofore delivered hereunder or deposited in
escrow by either party shall be forthwith returned to such party.

            (b)   The obligation of Seller to close the transaction contemplated
hereby is subject, at Seller's option, to all obligations of Buyer which were to
have been performed on or before the Closing Date having been timely and duly
performed in all material respects. If any condition precedent to closing of
Seller as set forth in this Section 2.2(b) has not been fulfilled and satisfied
on or before the Closing Date, then Seller may elect, by notice to Buyer, at any
time thereafter to terminate this Agreement, and if such termination is due to
Buyer's default under this Agreement, then Seller shall have the rights granted
to it pursuant to Section 14.1 below, and all other funds and documents
theretofore delivered hereunder or deposited in escrow by either party shall be
forthwith returned to such party.

3.   PURCHASE PRICE AND PAYMENT TERMS.

     3.1    PRICE. The total purchase price ("PRICE") to be paid for the
Property shall be TWENTY FIVE MILLION THREE HUNDRED SIXTY EIGHT THOUSAND AND
NO/100 ($25,368,000.00), and shall be payable as follows:

            (a)   Within one (1) business day after the day that Buyer receives
an original of this Agreement fully executed by Buyer and Seller, THREE HUNDRED
THOUSAND AND NO/100 ($300,000.00), as an earnest money deposit (the "DEPOSIT"),
shall be deposited by Buyer in cash or corporate check or by cashier's check or
wire transfer of cash credit with Escrow Agent. Upon the earlier of waiver of
all Inspections by Buyer or expiration of the Inspection Period and provided
this Agreement has not been cancelled or terminated, the Deposit plus all

                                        4


interest earned thereon shall be non-refundable, except as otherwise provided in
Section 3.3 below. The Deposit shall be applicable to the Price at Closing, and
shall be paid to Seller at Closing subject to the terms of this Agreement.

            (b)   The remainder of the Price, subject to adjustment as may be
expressly contemplated herein, shall be paid by Buyer to Seller in cash or by
wire transfer of cash credit through Escrow at Closing.

     3.2    INVESTMENT OF DEPOSITED FUNDS. All funds deposited by Buyer with
Escrow Agent pursuant hereto shall be invested by Escrow Agent in such interest
bearing investments in federally insured institutions as may be directed from
time to time by Buyer and subject to immediate withdrawal. All earnings on such
invested funds shall belong to the party receiving said funds pursuant to the
terms of this Agreement (provided that if the sale of the Property is
consummated, Buyer shall receive payment of any accrued interest) and shall be
paid at such time as said party receives said funds. If Closing shall not occur,
then interest, if any, earned on the Deposit shall be paid to the party entitled
to receive the Deposit pursuant to the terms of this Agreement.

     3.3    DISPOSITION OF DEPOSIT. The Deposit shall be refundable to Buyer (i)
in the event Buyer terminates this Agreement in accordance with Section 8
hereinbelow on or prior to expiration of the Inspection Period, or (ii) after
expiration of the Inspection Period, to the extent provided in Sections 2.2(a),
6, 14.2 and 15 of this Agreement.

4.   ESCROW INSTRUCTIONS.

     Upon full execution of this Agreement, the parties, through their
respective attorneys, shall establish a modified joint order escrow with the
Escrow Agent through which the Deposit will be made, held and disbursed. Buyer
shall cause the Deposit to be deposited in said escrow. The escrow instructions
shall be in the form attached hereto as Exhibit N; provided, however, that such
escrow shall provide that Buyer shall have the unilateral right to direct and
require disbursement of the Deposit at any time prior to the expiration of the
Inspection Period, subject, however, to the condition that Buyer shall have
properly terminated this Agreement and provided notice thereof to the Escrow
Agent. Said escrow shall be auxiliary to this Agreement, and this Agreement
shall not be merged into or in any manner superseded by said escrow.
Additionally, the Closing of the transaction contemplated by this Agreement
shall occur pursuant to a customary deed and money escrow (the "ESCROW")
agreement to be agreed upon by Seller, Buyer and Title Insurer. All escrow costs
and fees shall be equally divided between Buyer and Seller.

5.   CLOSING DOCUMENTS.

     On or before the Closing Date, Seller and Buyer shall execute where
indicated (or obtain the execution of), have acknowledged as appropriate, and
deliver to Escrow Agent the following documents:

            (a)   Seller shall execute and deliver Special Warranty Deeds in the
form attached as Exhibit "F", pursuant to which each Parcel of the Real Property
shall be conveyed to Buyer or Buyer's assignee(s) or nominee(s) (the "DEED");

            (b)   Seller shall execute and deliver a Non-Foreign Affidavit in
the form attached as Exhibit "G";

            (c)   Seller and Buyer or Buyer's assignee(s) or nominee(s) shall
execute and deliver Assignments and Assumptions of Leases in form and content
attached hereto as Exhibit

                                        5


"H" and by this reference included herein, a fully executed original of the
Leases and all amendments thereto and guaranties thereof;

            (d)   Seller and Buyer or Buyer's assignee(s) or nominee(s) shall
execute and deliver Assignments and Assumptions of Licenses, Permits,
Warranties, and Intangible Personal Property in the form attached hereto as
Exhibit I;

            (e)   Seller and Buyer or Buyer's assignee(s) or nominee(s) shall
execute and deliver an Assignment and Assumption of the Hutt Lease in a form to
be negotiated by Seller and Buyer (which form shall be (a) similar to the
Assignment and Assumption of Leases delivered pursuant to subsection (c) above,
and (b) in recordable form);

            (f)   Seller shall deliver originals (or, if originals are not
available, copies certified by Seller as being true and complete copies of the
originals) of the Hutt Lease;

            (g)   Seller shall deliver executed, original letters to all tenants
of the Property (pursuant to the notice provisions of the applicable Lease)
advising that the Property (and the landlord's interest under the applicable
Lease) has been sold and transferred to Buyer or Buyer's nominee or assignee, as
the case may be, and directing payment of rental in accordance with the
directions of Buyer and changing the landlord's address for notice purposes
under the Leases and related guaranties;

            (h)   Seller shall deliver an executed, original letter to the
landlord/ground lessor (pursuant to the notice provisions of the Hutt Lease)
under the Hutt Lease advising that the Second Parcel (and the tenant's/ground
lessee's interest under the Hutt Lease) has been sold and transferred to Buyer
or Buyer's nominee or assignee, as the case may be, and changing the
tenant's/ground lessee's address for notice purposes under the Hutt Lease;

            (i)   Seller shall execute and deliver two (2) original Seller's
certificates dated as of the Closing Date confirming that all of the
representations and warranties of Seller contained in this Agreement are true
and correct as of the Closing Date;

            (j)   Seller shall and execute and deliver an updated Rent Roll for
each Parcel certified by Seller as being true, correct and complete as of the
Closing Date;

            (k)   Seller shall execute and deliver an ALTA Statement/Owner's
Affidavit, GAP Indemnity and other affidavits in form and substance required by
the Title Insurer;

            (l)   Seller shall deliver an original, unconditional and
irrevocable Waiver of Lien executed by the Broker;

            (m)   Seller shall deliver all books, operating manuals, tenant
files and correspondence and other materials relating to the Property requested
by Buyer. Buyer acknowledges that Seller shall not be obligated to deliver any
information relating to any properties of Seller other than the Property. Also,
if Buyer shall terminate this Agreement prior to the expiration of the
Inspection Period, then Buyer shall return to Seller all such information
delivered to Buyer;

            (n)   Seller shall deliver certificates or declarations complying
with the provisions of state, county and local law applicable to the
determination of documentary and/or transfer taxes/stamps;

                                        6


            (o)   Seller and Buyer shall execute and deliver the Preliminary
Closing Statement (as defined in Section 13.4 below);

            (p)   To the extent not delivered to Buyer prior to the Closing
Date, Seller shall deliver originals of all as-built plans and specifications
(to the extent in Seller's possession or control), surveys, site plans,
engineering plans and studies, utility plans and development plans related to
the Property;

            (q)   Fully executed original First Amendment to Lease and Agreement
(and Memorandum of First Amendment to Lease and Agreement) in substantially the
form attached hereto as Exhibit R, including subordination by all lenders, if
any, of their respective rights to such amendment;

            (r)   Seller and Buyer shall execute (as necessary) and deliver such
other documents as Buyer, Seller or Escrow Agent may reasonably request in
connection with this transaction, and in form and content reasonably acceptable
to Buyer and Seller.

6.   TITLE INSURANCE.

     No later than ten (10) days following the date of this Agreement, Seller
shall deliver, or cause to be delivered, to Buyer the Title Commitments (as
defined in Schedule 1 hereto), together with legible copies of any and all title
exception documents referenced therein, and the Surveys (as defined in Schedule
1 hereto). The Title Commitment shall be ordered through the Chicago office of
the Title Insurer, provided that the law firm of Murphy, Laudati & Kiel, 270
Farmington Avenue, Suite 360, Farmington, CT, shall be used as the local title
agent with respect to the preparation and issuance of the Title Commitment and
final Title Policy. Buyer shall be responsible for the costs and expenses of the
Title Commitment, title exam fees and Surveys. Within ten (10) days after
Buyer's receipt of the last of the Title Commitments, legible copies of all
title exception documents and the Surveys, Buyer may deliver to Seller a notice
(the "TITLE AND SURVEY NOTICE") identifying any matters contained in or
disclosed by the Title Commitments and/or the Surveys that are not acceptable to
Buyer in its sole and absolute discretion (each, a "TITLE/SURVEY OBJECTION", and
collectively, the "TITLE/SURVEY OBJECTIONS"). Buyer's failure to deliver the
Title and Survey Notice as aforesaid shall be deemed Buyer's approval and
acceptance of the Title Commitments and the Surveys, and all matters shown and
referenced thereon and therein shall be deemed Permitted Title Exceptions.
Additionally, Buyer's failure to object to any matters disclosed by the Title
Commitments and/or the Surveys in a Title and Survey Notice shall be deemed
Buyer's acceptance of such matters, and such matters shall be deemed Permitted
Title Exceptions. If Buyer shall deliver the Title and Survey Notice to Seller
as aforesaid, Seller shall, within five (5) days after receipt of the same,
notify Buyer in writing whether Seller intends to either (a) cause any
Title/Survey Objection to be removed, (b) have the Title Insurer issue a title
endorsement insuring against damage and loss caused by any Title/Survey
Objection (which endorsement shall be subject to the review and reasonable
approval of Buyer), or (c) take no further action regarding such Title/Survey
Objection in which event, subject to the immediately following sentence, such
Title/Survey Objection shall become a Permitted Title Exception. Notwithstanding
the foregoing, Seller shall, at its expense, remove (or cause to be removed) or
cause the Title Company to insure over any Title/Survey Objection appearing on
the Title Commitments that is any of the following: (1) judgments against
Seller, and/or (2) mortgages or monetary liens, defects, obligations or
exceptions of a definite and ascertainable amount that can be satisfied solely
by the payment of money (items (1) and (2) above to be hereinafter referred to
collectively as "MONETARY EXCEPTIONS"). If Seller elects, or is deemed to have
elected, item (c) above with respect to any or all of the Title/Survey
Objections, then Buyer shall have the right, by delivering notice to Seller

                                        7


within three (3) business days after the expiration of the aforementioned five
(5) day period to either (i) terminate this Agreement in which event the Deposit
shall be immediately returned to Buyer and thereupon neither Seller nor Buyer
shall have any further rights, duties or obligations under this Agreement, or
(ii) waive its objection and accept title to the applicable Parcel subject to
such Title/Survey Objection, in which event this Agreement shall remain in full
force and effect. Seller's failure to notify Buyer within the aforementioned
five (5) day period of which foregoing course of action Seller elects to take
with respect to a Title/Survey Objection shall be deemed Seller's election of
item (c) above. With respect to any Title/Survey Objection that Seller has
elected or is deemed to have elected not to take any further action, Buyer's
failure to terminate this Agreement on or before the expiration of the
aforementioned three (3) business day period as aforesaid shall be deemed
Buyer's waiver of its objection as provided in (ii) above. If the Title
Commitments disclose judgments, bankruptcies or other matters against other
persons having names the same as or similar to that of Seller, Seller, on the
Title Insurer's request, shall deliver to the Title Insurer affidavits or other
evidence reasonably acceptable to the Title Insurer showing and/or confirming
that such judgments, bankruptcies or other matters are not against Seller, or
any affiliates.

     If Seller has elected or, with respect to Monetary Defects, is required, to
cure any Title/Survey Objection as provided above (whether by removal of, or
obtaining title insurance over, the same), but failed to cure any such matters
prior to the Closing Date, then Buyer may elect to either (i) terminate this
Agreement in which event the Deposit shall be immediately returned to Buyer and
thereupon neither Seller nor Buyer shall have any further rights, duties or
obligations under this Agreement, (ii) waive its objection and accept the
Property subject to such Title/Survey Objection, in which event this Agreement
shall remain in full force and effect; provided, however, that if the
Title/Survey Objection is a Monetary Exception, then Buyer shall have the right
to deduct from the Purchase Price the amount of such Monetary Exception, and any
amount so deducted from the Purchase Price shall be paid to the appropriate
party in exchange for the removal of such Monetary Exception; or (iii) sue
Seller for specific performance.

     At Closing, Escrow Agent shall deliver to Buyer an ALTA 1992 owner's (and
with respect to the Second Parcel, an owner's fee and leasehold) title insurance
policies for each of the Parcels (the "TITLE POLICIES") issued by the Title
Insurer, or the unconditional commitment of Title Insurer to issue such policies
(which commitment shall be deemed made upon the recordation of the Deeds by
Escrow Agent as agent for Title Insurer), in the amount of the Price allocated
to each Parcel as set forth on Exhibit L attached hereto, insuring fee simple
(and, with respect to the Second Parcel, fee and leasehold) title to the
applicable Parcel of the Real Property (including any easements and rights
appurtenant to such Parcel) in Buyer (or Buyer's nominee or assignee, as the
case may be), subject only to the Permitted Title Exceptions applicable to the
particular Parcel, and containing the Special Endorsements (as defined in
Schedule 1 hereto) and any other title endorsements providing insurance coverage
over any Title/Survey Objection. Buyer shall be responsible for payment of the
premium of the Title Policies and any Special Endorsements. Seller shall be
responsible for payment of the premium/cost of removing any Title/Survey
Objection and/or any endorsement providing title insurance over any Title/Survey
Objection.

7.   INSPECTION OF REAL PROPERTY.

     Buyer's obligation to close the transaction contemplated by this Agreement
hereby is subject, at Buyer's sole option, to Buyer's review and approval of (i)
any and all financial data and information relating to the Property, (ii) the
physical, structural and environmental condition of the Property, (iii) the
Leases and the Hutt Lease, (iv) any other documents and materials delivered or
made available to Buyer, and (v) any and all other aspects and elements of the

                                        8


Property (collectively, "INSPECTIONS"). Buyer, its counsel, accountants, agents,
lenders and prospective lenders, appraisers, employees, managers, advisers,
directors, officers, consultants and other representatives shall be entitled to
enter the Real Property at reasonable times after the Opening of Escrow until
the earlier to occur of (a) the Closing Date and (b) the termination of this
Agreement pursuant to the terms hereof, and upon reasonable prior verbal or
written notice to Seller to conduct such inspections, tests, analyses,
examinations, studies and appraisals of the Real Property, all at Buyer's sole
expense, that Buyer shall require to determine if the Real Property is suitable
for Buyer's contemplated purposes. Seller shall make all books, records and
files relating to the Property (including, without limitation, all tenant files
and correspondence) available to Buyer for its review. Buyer shall have the
right to interview any and all tenants of the Property. Buyer shall maintain a
casualty and liability insurance policy with a combined single limit of
$1,000,000 naming Seller as an additional insured and issued by a reputable
national insurance company. In connection with the Inspections, Buyer shall,
prior to any entry onto the Real Property, provide Seller with reasonable
evidence of the existence of such insurance coverage such as a certificate as to
such insurance coverage. Buyer shall promptly restore the Real Property after
any such entry to substantially the condition that existed immediately prior to
such entry. In connection with such entry by Buyer upon the Real Property, Buyer
shall use commercially reasonable efforts to minimize any disturbance of
business operations conducted upon the Real Property by Tenant, and Buyer shall
indemnify, defend, and hold Seller harmless from and against any and all claims,
costs, liability, and/or expense arising from Buyer's entry onto the Real
Property. Such indemnity shall survive the cancellation, termination, or Closing
of this Agreement.

8.   INSPECTION PERIOD.

            If, by no later than thirty (30) days after the date of this
Agreement (the "INSPECTION PERIOD"), Buyer determines, in its sole and absolute
discretion and for any or no reason whatsoever, that the Property is not
suitable for Buyer's contemplated purposes, then the Buyer shall be entitled to
terminate this Agreement by written notice delivered to Seller and Escrow Agent
on or before the expiration of the Inspection Period. If Buyer fails to notify
Seller or Escrow Agent in writing on or prior to the expiration of the
Inspection Period that Buyer has approved or disapproved the Real Property then
Buyer shall be deemed to have elected to waive its right to terminate this
Agreement pursuant to this Section 8, and be deemed to have elected to continue
this Agreement to Closing pursuant and subject to the terms hereof. If Buyer
elects to terminate this Agreement as provided in this Section 8, then the
Deposit shall be immediately returned to Buyer, and neither Seller nor Buyer
shall have any further rights or obligations under this Agreement.

9.   PROPERTY CONDITION, LIMITED REPRESENTATIONS, SELLER'S LIMITED RIGHT TO
CANCEL.

     9.1    PROPERTY CONDITION. Buyer agrees that the Real Property shall be
purchased in an "as-is", "where is", "as shown" and "with all faults" condition,
with no representation or warranty whatsoever whether express or implied, and/or
of any type or nature being made by Seller other than as expressly and
specifically set forth in writing in this Agreement. Buyer acknowledges and
agrees that it is purchasing the Real Property solely upon the basis of its
investigation described above and not on the basis of any representation,
express or implied, written or oral, made by Seller and/or as applicable, by any
of Seller's agents, partners, coventurers, or employees, except as expressly and
specifically set forth in writing in this Agreement. Without limiting the
generality of the foregoing, except as otherwise expressly provided herein in
writing, Seller makes no warranty or representation whatsoever as to the

                                        9


sufficiency of the Real Property and/or any improvements thereon for Buyer's
purposes, the square footage and/or acreage contained within the Real Property,
the condition, size or usefulness of any improvements on the Real Property, the
status of title to the Real Property and/or any environmental matters with
respect to the Real Property.

     9.2    REPRESENTATIONS OF SELLER.  Seller hereby represents and warrants to
Buyer that:

            (a)   Seller is, as applicable, duly organized, validly existing and
in good standing under the laws of the state of its organization and has the
legal right, power and authority to enter into this Agreement and to perform all
of its obligations hereunder, and this Agreement constitutes the legal, valid
and binding obligation of Seller, enforceable in accordance with its terms. The
individuals signing this Agreement and all other documents executed or to be
executed pursuant hereto on behalf of Seller are and shall be duly authorized to
sign the same on Seller's behalf and to bind Seller thereto.

            (b)   The execution by Seller and delivery of this Agreement, and
the performance by Seller of its obligations hereunder have been duly authorized
by all necessary action by and on behalf of Seller and will not, as applicable,
conflict with or result in a breach of, any of the terms, covenants and
provisions of the organizational documents of Seller as any of the same may have
been amended. The transaction contemplated by this Agreement will not result in
a breach of or constitute a default or permit acceleration of maturity under any
indenture, mortgage, deed of trust, loan agreement or other agreement to which
Seller or the Property is subject or by which Seller or the Property is bound.
Neither the entering into of this Agreement nor the conveyance of the Property
by Seller will constitute or result in a violation or breach by Seller of any
judgment, order, writ, injunction or decree issued against or imposed upon it,
or will result in a violation by Seller of any applicable law, order, rule or
regulation of any governmental authority.

            (c)   Seller is not a party to any pending or, to the best of
Seller's knowledge, threatened legal or administrative action arising from or
relating to the Property or to the past or present operations and activities
upon or relating to the Property, including, without limitation, any which (a)
would prevent the conveyance of the Property by Seller, or (b) would become a
cloud on the title to the Property or any portion thereof or which questions the
validity or enforceability of this Agreement or any action taken by Seller
pursuant to this Agreement. No approval, consent, order or authorization of, or
designation, registration or filing (other than for recording purposes) with any
governmental authority is required in connection with the due and valid
execution and delivery of this Agreement by Seller or Seller's performance under
this Agreement. No bankruptcy, insolvency, rearrangement or similar actions or
proceedings, whether voluntary or involuntary, are pending or threatened against
Seller, nor has Seller any intention of filing or commencing any such action or
proceeding, and Seller has not made a general assignment for the benefit of
creditors.

            (d)   To the best of Seller's knowledge, and except for the New
Britain Lease, the Bristol Lease and the Hutt Lease, there are no leases,
options, contracts or rights of first refusal, recorded or unrecorded, affecting
the Real Property and to which Seller is a party, except as may be shown in the
Title Commitment. Except for Seller and the tenants under the Leases, there are
no persons in possession or occupancy of the Real Property or any part thereof,
nor are there any persons who have any possessory rights in respect to the Real
Property or any part thereof. No person or party has or has been granted any
right or option to purchase or acquire the Property or any portion thereof.

            (e)   Seller has delivered to Buyer a true, correct and complete
copy of the Hutt Lease. The Hutt Lease has not been amended or modified in any
manner, and there exist no

                                       10


agreements (other than the Hutt Lease) between (i) the lessor under the Hutt
Lease (the "Ground Lessor") and Seller, and/or (ii) any lender/mortgagee under a
loan secured by the fee interest in the property encumbered by the Hutt Lease
(the "Ground Lender") and Seller, in either case relating to the leasing of the
premises demised by the Hutt Lease; (b) the Hutt Lease is in good standing and
in full force and effect, and no rights or interests of the tenant/lessee
thereunder have been diminished, waived or released; (c) neither the Ground
Lessor nor Seller, as ground lessee, is in default under the Hutt Lease, and
Seller does not know of any event or occurrence that, with the giving of notice
or passage of time, or both, that could constitute a default under the Hutt
Lease; (d) there is no commission, leasing fee or other compensation now or
hereafter due or payable, or that could become due and payable, to any person,
firm, corporation or other part with respect to the Hutt Lease; (f) Seller owns
and controls all of the tenant's/ground lessee's interest in the Hutt Lease, and
Seller has not sold, transferred, conveyed, assigned, mortgaged, pledged,
hypothecated or otherwise encumbered the Hutt Lease or tenant's/ground lessee's
interest thereunder; (g) except as set forth on the Title Commitment relating to
the Second Parcel, the interest of the tenant/ground lessee under the Hutt Lease
is free and clear of all encumbrances and other matters; (h) except for Seller
and the owner of the ground lease parcel, there are no persons in possession or
occupancy of the premises demised under the Hutt Lease or any part thereof, nor
are there any persons who have any possessory rights in respect to the premises
demised under the Hutt Lease or any part thereof; (i) no person or party has or
has been granted any right or option to purchase or acquire the tenant's/ground
lessee's interest or any portion thereof; and (j) Seller has paid rent payable
under the Hutt Lease through February 29, 2004.

            (f)   Attached hereto as Exhibit J is a current Rent Roll for the
Property. The Leases have not been amended or modified in any manner, and there
exist no other agreements between the landlord under the Leases and the tenants
under the Leases. During the terms of the Leases, the tenants thereunder and
guarantors thereof are responsible for paying any and all operating expenses
(including, but not limited to, all common area maintenance expenses, real
estate taxes, insurance premiums, utilities and reciprocal easement agreement
charges) relating to the Property either on a pro rata basis or as a direct
obligation of such tenant under its Lease. The tenants under the Leases have
accepted and are occupying their respective leased premises. The Leases are in
good standing and in full force and effect, and no rights or interests of the
landlord thereunder have been diminished, waived or released. All of landlord's
obligations under the Leases, including, without limitation, the obligation to
finish or refinish space to the specifications provided in the Leases and/or to
provide or fund any tenant improvement allowance or other concession, have been
satisfied. Neither the landlord nor the tenant under the Leases is in default
under the Leases. The tenants under the Leases are not entitled to any rent
abatement, free rent period or other future tenant improvement allowance or
other concession. Seller has no actual knowledge (without investigation) of any
circumstances affecting the financial condition of the tenants of the Property,
which would prevent such tenants from fulfilling and complying with the
obligations under the Leases. There are no commissions, leasing fees or other
compensation now or hereafter due or payable, or that could become due and
payable, to any person, firm, corporation or other part with respect to any of
the Leases, including, without limitation, the exercise by any tenant under any
Lease of any right of first offer or refusal, expansion right or renewal right.
If and as applicable, the reconciliation of percentage rent, common area
maintenance expenses, taxes, insurance and other charges passed through to
tenants under the Leases (collectively, "PASS-THROUGH ITEMS") for calendar year
2002 and all prior calendar years have been completed and agreed to by the
landlord and the tenants under the Leases, and all amounts due and owing to
either the landlord or the tenants thereunder have been paid. There exist no
disputes between the landlord or the tenants under the Leases with respect to
Pass-Through Items for calendar year 2002 and/or any prior calendar year. No
security deposits have been paid or posted by the tenants under the Leases. No
rent or other

                                       11


amounts payable under the Leases have been paid to landlord more than one (1)
month in advance.

            (g)   Except as set forth on Exhibit "P" attached hereto, there
exist no Licenses (as such term is defined in Schedule 1 hereto) relating to the
Property and/or binding upon the Property owner. To Seller's knowledge: (i) that
certain Reciprocal Easement Agreement dated as of August 14, 1994 and recorded
with the Bristol Land Records in Volume 1136, Page 794 (the "REA") has not been
modified or amended, and is in good standing and full force and effect; and (ii)
no parties to the REA (or properties benefited and/or burdened by the REA) are
in default under the REA beyond any applicable cure period, and no event has
occurred which, with the giving of notice or passage of time, or both, could
result in such default. There is no dispute or litigation between or among any
of the parties to the REA or properties benefited and/or burdened by the REA.

            (h)   There exist no verbal or written Contracts (as such term is
defined in Schedule 1 attached hereto) relating to or binding upon the Property
or Seller, except (a) as may be disclosed in the Title Commitments, and/or (b)
verbal property service contracts, all of which service contracts shall be
terminated as of the Closing Date. Seller shall provide Buyer with the names and
contract information of all parties providing services to and for the benefit of
the Property, and shall reasonably cooperate with Buyer in respect of the
continuation of such services from and after Closing.

            (i)   Seller owns no Tangible Personal Property (as defined in
Schedule 1 hereto).

            (j)   Any and all warranties and guaranties issued by any
contractors, subcontracrors, manufacturers and/or installers of furniture,
fixtures and equipment in, at and upon the Property (i.e., roof warranties,
structural warranties, HVAC warranties, plumbing warranties, electrical
warranties, etc.) are held by the tenants, in the tenant's names, under the
Leases, and no such warranties and/or guaranties have been issued in Seller's
name.

            (k)   Seller owns fee simple title to the Real Property free and
clear of liens, encumbrances, options and restrictions of every kind and
description, except as may be shown on the Title Commitment.

            (l)   Seller owns all of the landlord's interest in the Leases and
Intangible Personal Property. The interest of Seller in the Leases and
Intangible Personal Property is free and clear of all encumbrances and has not
been assigned to any other person, except as reflected in the Title Commitments.

            (m)   To the best of Seller's knowledge, the improvements on the
Real Property have been constructed and are presently used and operated in
compliance with all Legal Requirements (as defined in Schedule 1 hereto) and all
covenants, easements and restrictions affecting the Property, and all
obligations of Seller or the Property with regard to the Legal Requirements,
covenants, easements and restrictions have been and are being performed in a
proper and timely manner. To the best of Seller's knowledge, the interior and
exterior structures of the Property are in a good state of repair, free of
leaks, structural defects and mold.

            (n)   Seller has not received any notice of any violations of Legal
Requirements in respect to the Property which have not been entirely corrected.

            (o)   There is no existing, pending or, to the best of Seller's
knowledge, contemplated, threatened or anticipated (i) condemnation of any part
of the Real Property, (ii) widening, change of grade or limitation on use of
streets abutting the Real Property,

                                       12


(iii) special tax or assessment to be levied against the Real Property, (iv)
change in the zoning classification of the Real Property, or (v) change in the
tax assessment of the Real Property.

            (p)   To the best of Seller's knowledge, prior to and during
Seller's ownership of the Property, (i) no Hazardous Materials, as defined
below, have been located on the Property or have been released into the
environment, or discharged, placed or disposed of at, on or under the Property;
(ii) no underground storage tanks have been located on the Property; (iii) the
Property has never been used as a dump for waste material; and (iv) the Property
and its prior uses comply with and at all times have complied with, any
applicable governmental law, regulation or requirement relating to environmental
and occupational health and safety matters and Hazardous Materials.

            The term "Hazardous Materials" shall mean any substance, material,
waste, gas or particulate matter which is regulated by any governmental
authority, including, but not limited to, any material or substance which is (i)
defined as a "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," or "restricted hazardous waste" under any Legal
Requirements, (ii) petroleum, (iii) asbestos, (iv) polychlorinated biphenyl, (v)
radioactive material, (vi) designated as a "hazardous substance" pursuant to
Section 311 of the Clean Water Act, 33 U.S.C. Section 1251 ET SEQ. (33 U.S.C.
Section 1317), (vii) defined as a "hazardous waste" pursuant to Section 1004 of
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 ET SEQ. (42
U.S.C. Section 6903), or (viii) defined as a "hazardous substance" pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation, and
Liability Act, 42 U.S.C. Section 9601 ET SEQ. (42 U.S.C. Section 9601).

            (q)   Seller is not a "foreign person" within the meaning of the
Internal Revenue Code of 1986, as amended (the "CODE"), the transaction
contemplated hereby does not constitute a disposition of a U.S. real property
interest by a foreign person, and at closing no person, including without
limitation, Buyer and its counsel and the Title Company, will be subject to the
withholding requirements of Section 1445 of the Code.

            (r)   There exist no employment, employee benefit or collective
bargaining contracts affecting the Property, including, without limitation,
pension or profit sharing plans, agreements or trusts and medical, dental,
hospital, life or other insurance plans (except as provided in Section 15.02 of
the Hutt Lease).

            (s)   Neither Seller nor the Property has any employees. There are
no property management, leasing, brokerage or similar agreements or contracts
relating to the Property, and no persons or parties are entitled to receive any
commissions, fees or other compensation in any way relating to the management
and/or leasing of the Property or any portion thereof.

            (t)   Seller does not possess, hold or own any keys, keycard
passes, security cards, security codes, entrance cards and/or other devices or
mechanisms used for entry to any entrances, doors or other portions of, in or at
any of the Property.

     9.3    COVENANTS OF SELLER.

            (a)   Seller represents and warrants that the tenants under the
Leases are required, pursuant to the terms of the Leases, to maintain their
store located upon the Property. Seller covenants that it shall not interfere
with, frustrate or otherwise affect the ability of the tenants to continue
maintaining their stores in the same manner as heretofore maintained and
otherwise in compliance with the terms and provisions of the Leases. Seller, at
Seller's sole cost and expense, shall maintain or cause to be maintained the
Property (other than the tenant's store thereon) free from waste and neglect and
in as good order and repair as of the date hereof and

                                       13


shall keep and perform or cause to be performed all obligations of the lessor
under the Leases and all obligations of the Property owner or its agents
required under any Legal Requirements, to and including the Closing Date or
termination of this Agreement, whichever shall occur. Subject to closing and
Section 15 below, on the Closing Date, Seller shall tender possession of the
Property to Buyer in the same condition the Property was in when last inspected
by Buyer, except for ordinary wear and tear, casualty loss and condemnation.

            (b)   From the date of this Agreement to the Closing Date, Seller
shall maintain or cause to be maintained in full force and effect liability,
casualty and other insurance upon and in respect to the Property against such
hazards and in such amounts as are currently maintained.

            (c)   From the date of this Agreement to the Closing Date or earlier
termination of this Agreement, Seller shall operate and manage the Property in
the same manner as it has been operated and managed heretofore, provided that
during said period, without the prior written consent of Buyer, Seller shall not
do, suffer or permit, or agree to do, any of the following:

                  (i)    enter into any transaction in respect to or affecting
the Property out of the ordinary course of business;

                  (ii)   sell, encumber, create or grant any interest in the
Property or any part thereof in any form or manner whatsoever, or otherwise
perform or permit any act which will diminish or otherwise affect Buyer's
interest under this Agreement or in or to the Property or which will prevent
Seller's full performance of its obligations hereunder; or

                  (iii)  enter into, amend, waive or diminish any rights under,
or terminate or extend the Hutt Lease, any Contract or any Lease relating to the
Property, or take any action that could affect the title to the Property.

            (d)   Seller shall deliver to Buyer not later than three (3) days
following the date of this Agreement true, correct and complete copies of the
materials and information set forth on the Due Diligence Checklist attached
hereto as Exhibit K and made a part hereof.

            (e)   From the date of this Agreement to the Closing Date, Buyer
may, but shall have no obligation to, order environmental reports (i.e., a Phase
I, and, if appropriate a Phase II) to be conducted by an environmental
engineering firm selected by Buyer (the "ENVIRONMENTAL STUDY") and MAI
appraisals of the Property prepared by a firm selected by Buyer (the
"APPRAISAL"). Buyer shall pay all costs and expenses relating to such new
Environmental Study and Appraisal. Seller shall cooperate with Buyer and its
agents in arranging or conducting the Environmental Study and the Appraisal.
Additionally, Seller shall, within ten (10) days after the date of this
Agreement and at its sole cost and expense, deliver or cause to be delivered, to
the extent in Seller's possession or readily available to Seller, to Buyer true,
correct and complete copies of any and all environmental reports, studies, tests
and assessments (Phase I, Phase II or otherwise), and any and all appraisals of
the Property prepared by an MAI appraiser (collectively, the "EXISTING PROPERTY
REPORTS").

            (f)   Seller shall notify Buyer promptly if Seller becomes aware of
any transaction or occurrence prior to the Closing Date which would make any of
the representations or warranties of Seller contained in this Agreement not true
in any material respect.

            (g)   Seller shall promptly deliver to Buyer any and all notices
and/or other written communications delivered to or received from (for the past
eight (8) years and for any

                                       14


period from and after the date of this Agreement) (i) any tenant of the
Property, (ii) the landlord/ground lessor under the Hutt Lease, and/or (iii) any
governmental authority. Seller shall deliver to Buyer prompt notice of the
conduct or occurrence of any inspections of the Property by any governmental
authority.

10.  REPRESENTATIONS OF BUYER.

     Buyer hereby represents and warrants to Seller that:

            (a)   Buyer is duly organized, validly existing and in good standing
under the laws of the state of its organization and has the legal right, power
and authority to enter into this Agreement and to perform all of its obligations
hereunder, and this Agreement constitutes the legal, valid and binding
obligation of Buyer, enforceable in accordance with its terms.

            (b)   The execution by Buyer and delivery of this Agreement, and the
performance by Buyer of its obligations hereunder have been duly authorized by
all necessary action by and on behalf of Buyer and will not conflict with or
result in a breach of, any of the terms, covenants and provisions of the
organizational documents of Buyer as any of the same may have been amended.

            (c)   The representations and warranties set forth in Sections 10.2
(a) and (b) hereinabove shall be true and correct on and as of the Closing Date
with the same force and effect as if made at that time.

11.  COMMISSIONS.

     If and only if this Agreement actually closes in accordance with the terms
hereof, then Seller shall be solely responsible to pay all real estate brokerage
commissions to Holliday Fenoglio Fowler, L.P. ("HFF"), as Seller's broker
("SELLER'S BROKER"). Buyer represents that no person or entity has served as
Buyer's broker. Each party hereto represents and warrants to the other that it
has not employed any other broker or finder in connection with the transaction
contemplated by this Agreement. Each party shall indemnify, defend and hold the
other harmless from all liability and expense including, without limitation,
reasonable attorneys' fees and costs and expert witness fees and costs arising
from any claim by any broker, agent or finder (other than Broker) for
commissions, finder's fees or similar charges, because of any act of such party.
Seller shall indemnify, defend and hold Buyer harmless from all liability and
expense including, without limitation, reasonable attorney's fees and costs and
expert witness fees and costs arising from any claim by Seller's Broker.
Notwithstanding any provision herein to the contrary, the obligations of the
parties pursuant to this Section shall survive the Closing and any termination
hereof. Such commissions due from Seller to Seller's broker shall be paid to
Seller's broker pursuant to a separate agreement between Seller and such broker.

12.  RISK OF LOSS.

     Subject to the terms hereof regarding Buyer's entry upon the Real Property,
and subject to Section 15 hereinbelow, risk of loss of the Real Property until
the Closing shall be borne by Seller.

13.  PRORATIONS; CLOSING COSTS.

     13.1   PRORATIONS.

                                       15


            (a)   The items set forth below in this subsection (a) shall be
prorated and apportioned, without duplication, as of 11:59 p.m. of the day
immediately preceding the Closing Date, with Seller bearing all expenses with
respect to the Property and receiving the benefit of all income with respect to
the Property through and including the day immediately preceding the Closing
Date, and Buyer receiving the benefit of all income from the Property and being
charged with all expenses with respect to the Property on and after the Closing
Date. If, at Closing, Buyer is entitled to a net credit as a consequence of
prorations or adjustments pursuant to this subsection (a), then the net credit
shall be offset against the Purchase Price. The items to be prorated and, in
certain instances, the method for determining such prorations are as follows:

                  (i)    All rent and other amounts payable under the Leases
(whether or not paid as of the Closing Date) for the calendar month in which the
Closing occurs shall be prorated, on a per diem basis, as of 11:59 p.m. of the
day immediately preceding the Closing Date, with Buyer receiving a credit in an
amount equal to the product of (1) the per diem amount of such rent and other
charges, and (2) the number of days from and including the Closing Date until
the last day of the month in which Closing occurs. Rents and other sums in
arrears as of the Closing Date will be paid to Seller by Buyer if, as and when
collected by Buyer; provided, however, that Buyer shall have no affirmative
obligation to collect such delinquent rent or other sums in arrears for the
benefit of Seller but shall reasonably cooperate with Seller (at Seller's cost
and expense) in its efforts to collect such sums, provided, further, however,
that Buyer shall have no obligation to sue or file suit against (or participate
in any suit against) any tenant for delinquent rent. The first monies received
after Closing by Buyer from each tenant of the Property who is in arrears at
Closing as to rent or other charges shall be applied (1) first to current rent
and other charges and obligations of such tenant arising from and after the
Closing Date, and (2) then to rent or other charges which were in arrears on the
Closing Date. Buyer shall promptly remit to Seller, and Seller shall promptly
remit to Buyer, all sums received after Closing from tenants to which the other
party is entitled pursuant to the provisions hereof. Seller shall have no right
to seek eviction of any tenant or the termination of any tenant's Lease on
account of such delinquency.

                  (ii)   Percentage rent, if any, payable under each Lease for
the percentage rent year, or other applicable time period, in which the Closing
occurs, shall be prorated as of 11:59 p.m. of the day immediately preceding the
Closing Date on a per diem basis as and when such percentage rent is collected.

                  (iii)  Certain of the Leases may contain tenant obligations to
pay for taxes, common area expenses, operating expenses and/or additional
charges of any other nature relating to the Property and/or certain portions
thereof (collectively, the "CAM CHARGES"). Tenants that are obligated to
reimburse for CAM Charges pay one-twelfth (1/12) of an annually budgeted amount
per month (each a "MONTHLY CAM REIMBURSEMENT PAYMENT") during each calendar
year. In the month in which the Closing occurs, any of the Monthly CAM
Reimbursement Payments payable to Seller from such tenants for CAM Charges
(whether or not paid as of the Closing Date) shall be pro-rated between Seller
and Buyer, on a per diem basis, with Seller providing a credit to Buyer at
Closing for its share of those Monthly CAM Reimbursement Payments based on the
number of days from and including the Closing Date to the end of the month.

                  (iv)   With respect to the period from January 1, 2003 to the
Closing Date, Seller and Buyer shall work together in good faith after Closing
to compare on a tenant-by-tenant basis the actual CAM Charges incurred by Seller
from such tenant and the actual Monthly CAM Reimbursement Payments received by
Seller up to the Closing Date. By no later than sixty (60) days after the
Closing Date, Seller and Buyer shall mutually agree upon and sign a schedule
that sets forth on a tenant-by-tenant basis a reconciliation based upon those
actual

                                       16


expenses incurred by Seller and reimbursements received by Seller (each a
"RECONCILIATION"). If a Reconciliation with respect to a tenant shows that
Seller has received more Monthly CAM Reimbursement Payments than CAM Charges
have been incurred over such time period, then Seller shall pay to Buyer any
such overage within ten (10) days after Seller and Buyer have signed the
Reconciliation schedule, at which time Buyer shall then be responsible for
reimbursing any tenant for any overages for their Monthly CAM Reimbursement
Payments incurred for the entire 2003 calendar year, if any. In the event that
the Reconciliation schedule shows any cases where Seller has incurred a greater
amount in CAM Charges than Monthly CAM Reimbursement Payments received for any
tenant, then Buyer agrees to promptly pay to Seller such overpayment within ten
(10) days after Buyer shall receive such amount from the applicable tenants.
Seller and Buyer agree to cooperate with each other in connection with the
reconciliation of percentage rent, CAM Charges and other charges passed through
to tenants under the Leases for calendar year 2003.

                  (v)    Real estate taxes (including personal property taxes on
personal property included in this sale), stormwater charges, water charges and
sewer rents (including, without limitation, any and all real estate taxes
(including personal property taxes on personal property included in this sale),
stormwater charges, water charges and sewer rents attributable to the premises
demised by the Hutt Lease and payable by the tenant/ground lessee), if any,
shall be apportioned on a per diem basis, with Buyer receiving a credit at
Closing for any such amounts levied or assessed during, or attributable to, any
period of time prior to the Closing Date that have not been paid as of the
Closing Date, and Seller receiving a credit for any such amounts attributable to
any period of time from and after the Closing Date that have been paid as of the
Closing Date. Any apportionment of real estate taxes and/or stormwater charges
to be made with respect to a tax or other applicable year for which either the
tax rate or assessed valuation or both or stormwater rate have not yet been
fixed, shall be estimated based upon one hundred ten percent (110%) of the most
recent tax bill or stormwater rate relating to the Property. Any unfixed gas,
electrical, water meter charges, if any, sewer rent and other utility charges in
connection therewith, shall be estimated on the basis of the last meter reading
to occur on or as close in time as possible to the Closing Date. Seller agrees
to use its best efforts to have all such utilities meters read as of the Closing
Date and the utilities transferred to Buyer.

                  (vi)   Notwithstanding anything contained in subsections
(iii), (iv) and/or (v) above, any and all charges, costs, expenses, taxes or
other amounts that are either (1) payable by a tenant directly (and not to the
landlord under its Lease as a so-called "pass-through" item or as so-called
"additional rent"), or (2) related to any repair, maintenance, replacement or
service obligations that are the sole responsibility of a tenant under its Lease
(and the landlord under such Lease has no obligation to perform any such
obligations), shall not be apportioned or prorated hereunder, and Buyer shall
accept title to the Property subject to any of such charges unpaid and Buyer
shall look solely to the tenant responsible therefor for the payment of the
same.

                  (vii)  All special assessments applicable to the Real Property
for any period of time prior to the Closing Date shall be prorated at Closing
such that Buyer receives a credit against the Purchase Price in the amount of
such special assessment applicable to the period of time prior to the Closing
Date.

                  (viii) All alterations, installations, decorations and other
tenant improvement work required to be performed prior to the Closing Date by
the landlord under the Leases and all tenant improvement allowances and other
concessions which the landlord under the Leases is obligated to pay to tenants
of the Property prior to the Closing Date, including, without limitation, the
allowances, matters and costs described on Exhibit M attached hereto, have been,
or by the Closing Date will be, completed and are, or by the Closing Date will
be,

                                       17


paid in full by Seller. At Closing, Seller shall give Buyer a credit against the
Purchase Price for the aggregate amount of all alterations, installations,
decorations and other tenant improvement work required to be performed by the
landlord under the Leases after the Closing Date and all tenant improvement
allowances and other concessions which the landlord under the Leases is
obligated to pay to tenants after the Closing Date, including, without
limitation, those costs described on Exhibit M attached hereto.

                  (ix)   Other items customarily prorated.

     (b)    The Deposit shall be paid to Seller and Buyer shall receive a credit
against the Price in the amount of the Deposit.

     13.2   CLOSING COSTS. Seller shall pay for all of the following costs and
expenses relating to the transaction contemplated by this Agreement: (i)
one-half of the closing escrow fee of the Escrow Agent (provided that Seller's
total liability for such closing escrow fee shall not exceed $3,000); (ii) costs
to remove any and all Title/Survey Objections and all premiums for any title
endorsements providing insurance over any Title/Survey Objection, (iii) all
state, county and local transfer taxes/transfer stamps; and (iv) any other
charges customarily attributable to sellers of property in the Bristol and New
Britain, Connecticut area. Buyer shall pay (a) all lender's title insurance and
money lender's escrow charges incurred in connection with any mortgage loans
obtained by Buyer, (b) one-half of the closing escrow fee of the Escrow Agent
(and any amounts in excess of Seller's $3,000 escrow fee cap), (c) the costs of
the Title Commitments, title examination and Surveys, (d) the premiums for the
Title Policies and Special Endorsements, (e) the costs to record the Deeds, and
(f) all other charges customarily attributable to Buyers of property in the
Bristol and New Britain, Connecticut area. Each party shall bear its own legal
expenses subject, however, to the terms of Section 14.3 hereinbelow.

     13.3   POSSESSION. Subject to the rights of the tenants under the Leases,
the Permitted Title Exceptions and the CCRs, Seller shall deliver exclusive
possession of the Real Property (including the ground lessee's right, title and
interest in, to and under the Hutt Lease) to Buyer (or Buyer's assignee or
nominee, as the case may be) upon the Closing Date.

     13.4   CLOSING STATEMENT. Seller and Buyer shall jointly prepare a
preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT") on the basis
of the Leases, real estate taxes and other sources of income and expense for the
month in which the Closing occurs (including CAM Charges), and shall deliver
such Preliminary Closing Statement to the Escrow Agent on or prior to the
Closing Date. The Preliminary Closing Statement and the apportionments and/or
prorations reflected therein shall be based upon actual figures to the extent
available. If any of the apportionments and/or prorations cannot be calculated
accurately based on actual figures on the Closing Date, then (other than with
respect to determination of real estate taxes that shall be computed as set
forth in subsection (a) (v) above) the same shall be calculated based on
Seller's and Buyer's good faith estimates thereof, subject to reconciliation as
hereinafter provided. If there is an error on the Preliminary Closing Statement
discovered within one (1) year after the Closing Date, or, if after the actual
figures are available as to any items that were estimated on the Preliminary
Closing Statement (including, without limitation, real estate taxes that were
computed in accordance with subsection (a)(v) above), it is determined that any
actual proration or apportionment varies from the amount thereof reflected on
the Preliminary Closing Statement, then the proration or apportionment shall be
adjusted based on the actual figures within sixty (60) days after discovery of
such error or determination of such actual figures, as the case may be. Either
party owing the other party a sum of money based on such subsequent proration(s)
shall promptly pay said sum to the other party. The provisions of Section 13.1
above shall survive Closing and delivery of the Deed.

                                       18


     14.    REMEDIES.

            14.1  DEFAULT BY BUYER. If Buyer fails to perform when due any
obligation required by this Agreement and/or defaults under this Agreement,
Seller's sole and exclusive remedy under this Agreement, at law and in equity
shall be to cancel this Agreement and the Escrow, such cancellation to be
effective immediately upon Seller giving written notice of cancellation to Buyer
and Escrow Agent. Upon such cancellation, Escrow Agent shall deliver to Seller
the Deposit as liquidated damages, as consideration for acceptance of this
Agreement and for taking the Real Property off the market, and not as a penalty,
the parties agreeing and hereby stipulating that the exact amount of damages
would be extremely difficult to ascertain and that the Deposit constitutes a
reasonable and fair approximation of such damages. Nothing herein shall limit,
in any way, Seller's rights and remedies under Section 7 hereinabove regarding
Buyer's inspection of the Real Property, or the indemnity provisions relating to
Brokers set forth under Section 11 above.

            14.2  DEFAULT BY SELLER. If Seller fails to perform when due any
obligation required by this Agreement and/or defaults under this Agreement, or
if Seller shall violate any covenant or breach any representation or warranty
contained in this Agreement, then Buyer shall have the right to either (i)
terminate this Agreement and the Escrow, such termination to be effective
immediately upon Buyer giving written notice thereof to Escrow Agent, and upon
such termination and without further instructions from Seller, Escrow Agent
shall return the Deposit immediately to Buyer, or (ii) sue Seller for specific
performance of the Agreement. Notwithstanding the foregoing, in the event that
Seller's default, failure to comply or breach shall be due to or on account of
any intentional act of Seller or any of its employees, agents, representatives,
shareholders, members or partners, or if Seller makes any intentional
misrepresentation under this Agreement, then, in addition to the other rights
and remedies available to Buyer (including the right to pursue specific
performance which shall not be limited or restricted by this grammatical
sentence), Seller shall, immediately upon demand, reimburse Buyer for any and
all out-of-pocket costs and expenses (not to exceed Twenty-Five Thousand and
No/100 Dollars ($25,000.00)) suffered or incurred by Buyer in connection with
the transaction contemplated under this Agreement, including without limitation,
all costs and expenses incurred by Buyer in connection with its due diligence
review of the Property. Nothing herein shall limit Buyer's rights with respect
to the indemnity provisions relating to brokers set forth under Section 11
above.

            14.3  ATTORNEYS FEES AND COSTS. If either party hereto institutes an
action to enforce this Agreement the prevailing party shall be entitled to
receive its reasonable attorneys' fees and costs and expert witness fees and
costs from the non-prevailing party, the amount to be set by a court and not a
jury.

            14.4  WAIVER. Excuse or waiver of the performance by the other party
of any obligation under this Agreement shall only be effective if evidenced by a
written statement signed by the party so excusing. No delay in exercising any
right or remedy shall constitute a waiver thereof, and no waiver by Seller or
Buyer of the breach of any covenant of this Agreement shall be construed as a
waiver of any preceding or succeeding breach of the same or any other covenant
or condition of this Agreement.

            14.5  NOTICE. No event or action shall be deemed a default hereunder
until ten (10) days after receipt by the other party of written notice of such
alleged default from the party alleging such default and failure to cure such
alleged default within such time period.

                                       19


15.  CONDEMNATION AND/OR CASUALTY.

            15.1  NOTICE. Seller shall notify Buyer and Escrow Agent in the
event Seller becomes aware of condemnation, taking or other similar proceeding,
or notice of condemnation taking or other similar proceeding, of any portion of
the Real Property (individually, a "TAKING" and collectively, "Takings") or any
damage, destruction or casualty (including without limitation, vandalism or
fire) of or to any portion of the Real Property (individually, a "CASUALTY" and
collectively, "Casualties") prior to Closing.

            15.2  ELECTION. In the event that either (a) any Takings affecting
any portion of the Real Property (or any right of access to the Real Property),
or (b) any Casualties to the Real Property or any portion thereof prior to
Closing and such Takings and/or Casualties (in the aggregate) affect a
"substantial portion" (as hereinafter described) of the Property, then Buyer
shall have the right to terminate this Agreement by written notice delivered to
Seller and Escrow Agent not later than ten (10) business days after the date
Seller notifies Buyer of such Takings and/or Casualties (except that if the
Closing Date is less than ten (10) business days following Buyer's receipt of
such notice, Closing shall be delayed until Buyer makes such election). Takings
and/or Casualties shall be deemed to affect a "substantial portion" of the
Property if any of the following are true: (A) In the event of Casualties, (i)
the estimated cost (as determined by Buyer's contractor, architect or engineer
in good faith) to repair or restore any damage resulting from such Casualties
exceeds $250,000 (in the aggregate), (ii) any tenant of the Property shall have
the right to abate, offset or reduce any portion of the amount of rent payable
under its lease, or (iii) any tenant of the Property shall have the right to
terminate its lease in whole or in part, and (B) In the event of Takings, (i)
such Takings relate to the taking or closing of any right of access to any
portion of the Real Property, (ii) such Takings involve more than the equivalent
of Two Hundred Fifty Thousand Dollars ($250,000) in value (in the aggregate),
(iii) such Takings give any tenant of the Property the right to cause the
termination of its Lease in whole or in part, (iv) such Takings involve the
relocation of utility facilities serving any portion of the Real Property, or
(v) such Takings give any tenant of the Property the right to abate, offset or
reduce any portion of the amount of rent payable under its Lease.

            15.3  TERMINATION. If Buyer elects to terminate this Agreement
pursuant to Section 15.2, then the Deposit shall be refunded to Buyer and all
documents shall be returned to the party that has delivered the same and the
parties shall have no further obligations to each other under this Agreement,
except as specifically set forth in this Agreement.

            15.4  CONTINUATION. If Buyer elects not to terminate this Agreement
pursuant to Section 15.2, then (a) Buyer shall have the right to participate,
subject to the right of the tenants under the Leases, in the adjustment and
settlement of any insurance claim relating to said Casualties and any award
relating to said Takings (and Seller shall not settle any such claim or award
without Buyer's prior written consent), and (b) the parties shall proceed to
Closing with no reduction in the Price and at Closing, and Seller shall (i) pay
to Buyer through escrow (1) any award or other compensation relating to such
Takings and/or casualty insurance proceeds received by Seller with respect to
the Real Property, less reasonable and actual out-of-pocket fees, costs and
expenses incurred by Seller in connection with the collection thereof, plus (2)
the amount of any deductible or self-insured amount, and (ii) assign to Buyer
all of Seller's right, title and interest in and to any award or other
compensation relating to such Takings and/or casualty insurance proceeds with
respect to the Real Property, less reasonable and actual out-of-pocket fees,
costs and expenses incurred by Seller in connection with the collection thereof
prior to Closing, any pay to Buyer the amount of any deductible or self-insured
amount.

            15.5  MINOR CASUALTY OR CONDEMNATION. If a Taking and/or Casualty to
the Real Property does not affect a "substantial portion" of the Real Property,
then Buyer shall not have

                                       20


the right to cancel this Agreement and this Agreement shall proceed to Closing
with no reduction in the Price and otherwise the parties shall proceed in
accordance with paragraph 15.4 above as if Buyer elected not to terminate this
Agreement on account of a "substantial" Taking or Casualty.

16.  MISCELLANEOUS.

     16.1   NOTICES. No notice, consent, approval or other communication
provided for herein or given in connection herewith shall be validly given,
made, delivered or served unless it is in writing and delivered personally, sent
by nationally-recognized overnight courier, or sent by registered or certified
United States mail, postage prepaid, with return receipt requested, to the
addresses set forth for each party on page one hereinabove. Any notice required
hereunder may also be given by telecopier to the telecopier number set forth on
page one hereinabove provided that a "hard copy" of such notice also be sent
within one (1) business day after such telecopier transmission in any other
manner of delivery above set forth; and in the case of notice by telecopier
(with confirmation sent as aforesaid), notice shall be deemed given upon
electronic confirmation of receipt. Any party hereto may from time to time
change its address by notice to the other parties given in the manner provided
herein. Notices, consents, approvals, and communications given by
nationally-recognized overnight courier shall be deemed delivered on the next
business day after being deposited with such courier. Notices, consents,
approvals and communications (a) given personally shall be deemed delivered upon
receipt or rejection of attempted personal delivery, and (b) given by registered
or certified United States mail, postage prepaid, with return receipt requested,
shall be deemed delivered on the second (2nd) business day after deposit in the
mail. Copies of all notices, consents, approvals and other communications sent
to Buyer shall also be simultaneously sent (by the same means of transmittal as
the original notice, consent, approval or other communication is sent) to The
Inland Real Estate Group, Inc., 2901 Butterfield Road, Oak Brook, Illinois
60523, Attn: Michael J. Moran (facsimile: 630/218-4900). Copies of all notices,
consents, approvals and other communications sent to Seller shall also be
simultaneously sent (by the same means of transmittal as the original notice,
consent, approval or other communication) to Lawrence J. Kiel, Murphy, Laudati &
Kiel, P.C., 270 Farmington Avenue, Suite 360, Farmington, CT 06032 (facsimile:
(860) 674-0850).

     16.2   INTERPRETATION, TIME. The captions of the Sections of this Agreement
are for convenience only and shall not govern or influence the interpretation
hereof. This Agreement is the result of negotiations between the parties and,
accordingly, shall not be construed for or against either party regardless of
which party drafted this Agreement or any portion thereof. Time is of the
essence of this Agreement. As used herein, the term "BUSINESS DAY" means any
calendar day which is not a Saturday, Sunday or federal or local holiday. If the
time for the performance of any action or expiration of any period of time falls
on a day other than a business day, then the time for such performance and/or
the expiration of any such period shall be automatically extended to occur on
the next business day.

     16.3   SUCCESSORS AND ASSIGNS.

                  (i)    BINDING EFFECT; SURVIVAL. All of the provisions hereof
shall inure to the benefit of and be binding upon the personal representatives,
heirs, successors and assigns of Seller and Buyer. All representations,
warranties, agreements, obligations and indemnities of the parties,
notwithstanding any investigation made by any party hereto, shall survive
closing and shall not be merged into the Deed.

                  (ii)   SELLER ASSIGNMENT. Anything herein to the contrary
notwithstanding, Seller shall have the right to assign its entire right, title
and interest in and to this Agreement, including its rights to the Deposit to a
qualified exchange or accommodation

                                       21


titleholder or qualified intermediary identified by Seller. Buyer agrees to
reasonably cooperate with Seller to permit the conveyance of the Real Property
to be consummated as part of a transaction intended by Seller to qualify as a
taxfree exchange under Section 1031 of the United States Internal Revenue Code
and in conjunction therewith to execute such documents as Seller may reasonably
request. In no event, however, shall (i) Buyer bear any expense associated with
the exchange transaction, (ii) Buyer be obligated to take title to Seller's
exchange property or any other property, (iii) the consummation of such taxfree
exchange be a condition of the conveyance of the Real Property by Seller in
accordance with the terms of this Agreement, and (iv) Buyer have any liability
to Seller or to any other party for the qualification of the exchange
transaction for taxfree exchange treatment under Section 1031 of the United
States Internal Revenue Code or under any other provision. Furthermore, it is
Seller's bonafide intent that the Real Property be held by the qualified
exchange accommodation titleholder or qualified intermediary referenced above as
relinquished property and the exchange is intended to qualify for nonrecognition
of gain (in whole or in part) or loss under said Section 1031. Seller shall
indemnify and hold Buyer (and its successors and assigns) harmless from and
against any and all damages, claims, losses, liabilities, suits, costs and
expenses (including, without limitation, court costs and reasonable attorney's
fees) suffered or incurred by Buyer with respect to or in connection with any of
the foregoing.

                  (iii)  BUYER'S ASSIGNMENT. This Agreement may not be assigned
by Buyer, in whole and/or in part, either directly and/or indirectly, to any
person, partnership, corporation, limited liability company and/or other person
or entity without the prior written approval from Seller, which approval may be
given or withheld in Seller's sole discretion; provided, however, that Buyer
shall have the right, without obtaining Seller's approval or consent, to assign
this Agreement to Inland Retail Real Estate Trust, Inc., (the "TRUST"), Inland
Retail Real Estate Limited Partnership (the "PARTNERSHIP") or any affiliate of
Buyer, the Trust or the Partnership (a "PERMITTED ASSIGNEE"). Seller
acknowledges and agrees that Buyer shall have the right to assign its rights and
obligations under this Agreement with respect to each Parcel to two (2)
different Permitted Assignees. In such event, Seller agrees that (a) all of
Seller's representations, warranties, covenants and agreements contained in this
Agreement shall run to and for the benefit of the applicable Permitted Assignee,
(b) Seller shall perform its obligations under this Agreement with respect to
the particular Parcel to and for the benefit of the applicable Permitted
Assignee as if such Permitted Assignee was a party to this Agreement in respect
of the particular Parcel, (c) Seller shall accept, with respect to the
particular Parcel, performance of Buyer's obligations under this Agreement by
the applicable Permitted Assignee, (d) the closing documents to be executed and
delivered by Buyer pursuant to Section 5 above with respect to the particular
Parcel shall be executed and delivered by the applicable Permitted Assignee, and
(e) the closing documents to be executed and delivered by Seller pursuant to
Section 5 above with respect to the particular Parcel shall be executed and
delivered in the name of and to the applicable Permitted Assignee. Except to the
extent expressly provided in subsection (ii) above, Seller may not assign this
Agreement or any of its rights hereunder, in whole or in part, to any party. Any
assignment consented to by Seller shall not relieve Inland Real Estate
Acquisitions, Inc. of any liability and/or obligations hereunder.

            16.4  NO PARTNERSHIP, THIRD PERSONS. It is not intended by this
Agreement to, and nothing contained in this Agreement shall, create any
partnership, joint venture or other similar arrangement between Seller and
Buyer. No term or provision of this Agreement is intended to, or shall, be for
the benefit of any person, firm, corporation or other entity not a party hereto
(including, without limitation, any broker), and no such party shall have any
right or cause of action hereunder.

            16.5  ENTIRE AGREEMENT. This Agreement and all Exhibits and
Schedules attached hereto constitute the entire agreement between and reflect
the reasonable expectations of the

                                       22


parties pertaining to the subject matter hereof. All prior and contemporaneous
agreements, representations and understandings of the parties, oral or written
regarding the transaction contemplated in this Agreement are hereby superseded
and merged herein. No change or addition is to be made to this Agreement except
by a written agreement executed by all of the parties.

            16.6  FURTHER DOCUMENTS. Buyer and Seller shall execute and deliver
all such documents and perform all such acts as reasonably requested by the
other party from time to time, prior to and following the Closing, to carry out
the matters contemplated by this Agreement.

            16.7  INCORPORATION OF EXHIBITS; INTERPRETATION. All exhibits
attached to this Agreement are by this reference incorporated herein. The terms
"include," "including" and similar terms shall be construed as if followed by
the phrase "without being limited to." The terms "hereby", "hereof", "hereto",
"herein", "hereunder", "hereinabove" and any similar terms shall refer to this
Agreement as a whole.

            16.8  CONNECTICUT LAW. This Agreement shall be governed by the laws
of the State of Connecticut.

            16.9  NONPUBLICITY. Unless such disclosure is required by court
order of a court of competent authority or otherwise as may be required by law
(including, without limitation securities law), neither Seller, Buyer nor Escrow
Agent shall make, authorize, consent to or confirm any public announcement of
the transaction evidenced hereby at and/or prior to the Closing and/or following
any termination of this Agreement without the prior written consent of Buyer and
Seller, which consent shall not be unreasonably withheld or delayed.
Notwithstanding the foregoing, Buyer shall have the right to disclose the
transaction contemplated by this Agreement, and the terms hereof, to its, the
Partnership's and the Trust's directors, officers, members, partners, agents,
employees, accountants, attorneys, consultants, advisers, lenders and potential
lenders and analysts. The terms of this Section 16.9 shall not apply from and
after the Closing.

            16.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts. Each such counterpart hereof shall be deemed an original, but all
counterparts shall constitute but one agreement.

            16.11 ACCEPTANCE PERIOD. This offer from Buyer to purchase the Real
Property on the terms set forth herein shall be deemed irrevocable until 5:00
p.m., Eastern Standard Time, on November 21, 2003, and can be accepted by Seller
by delivering to Escrow Agent's address above a fully executed counterpart
original of this Agreement. If Buyer has not received a fully executed original
of this Agreement by 5:00 p.m., Eastern Standard Time, on November 21, 2003,
then Buyer shall be deemed to have revoked its offer to acquire the Property
pursuant to this Agreement and this Agreement (other than this Section 16.11)
shall be of no force or effect.

            16.12 RETENTION BY SELLER OF THE CONTINENTAL PARCEL. The Buyer
acknowledges that with regard to the Bristol Real Property, the Seller is
retaining the fee title to the real property currently leased to the Continental
Corporation (the "CONTINENTAL PROPERTY") pursuant to a Ground Lease to Mutual
Development Corporation dated May 18, 1962 and recorded with the Bristol Land
Records in Volume 447, Page 449 and assigned to Continental Corporation by
assignment dated March 19, 1972 and recorded with the Bristol Land Records in
Volume 596, Page 723. The parcel being retained is located adjacent to the
Bristol Real Property and is more particularly described on a certain map or
plan entitled "TO BE PROVIDED a copy of which is attached hereto and made a part
hereof. Seller and Buyer agree that, to the extent that any

                                       23


portion of the Continental Property and any portion of the Bristol Real Property
comprise the same or parts of the same legal and/or real estate tax parcel,
Seller shall, prior to Closing, cause such properties to be subdivided such that
all portions of the Bristol Real Property and the Continental Property shall be
separate and distinct legal parcels and separate and distinct real estate tax
parcels (with their own parcel identification numbers). Seller shall be
obligated to pay for any and all costs associated with such subdivision,
including, without limitation, the costs to prepare, file and record any
subdivision plat. The configuration of the subdivided parcels are generally
depicted on Exhibit "Q" hereto. Such subdivision shall be pursued and completed
in accordance and compliance with all applicable laws, statutes, codes,
ordinances, rules and regulations, including, without limitation, all zoning and
parking requirements. Not less than five (5) business days prior to the filing
thereof, Seller shall deliver to Buyer, for Buyer's review, comment and
approval, copies of all plans, plats, applications and other submissions (and
any amendments thereto and supplements thereof) required for the subdivision.
Promptly after the filing thereof, Seller shall deliver to Buyer copies of all
submitted plans, plats, applications and other materials (and any amendments
thereto and supplements thereof) required for the subdivision. Additionally,
Seller shall notify Buyer of any meetings of or hearings with any applicable
governmental entities, agencies or boards regarding the subdivision not less
than three (3) business days prior thereto. Buyer shall have the right to attend
any such meetings and/or hearings. Any and all mortgagees, trustees, lenders
and/or holders of interests in any loans encumbering the Continental Parcel
shall, as a condition to Closing, subject and subordinate, by appropriate
documentation approved by Seller and Buyer and recorded against the Continental
Property, all of their right, title and interest (including, without limitation,
any lien rights) in and to the Continental Property to any subdivision plat
recorded pursuant to this Section 16.12 and all matters set forth therein.

            16.13 RESERVATION OF RECIPROCAL EASEMENT RIGHTS. Prior to Closing,
Buyer and Seller shall negotiate a form of Declaration of Covenants, Conditions,
Restrictions and Easements (the "CCRs") to be executed, entered into and
recorded at the closing of the transaction contemplated by this Agreement, which
CCRs (a) shall contain rights similar to those granted by Seller to the
Continental Corporation as contained in that certain Reciprocal Easement
Agreement dated August 14, 1994 and recorded in Volume 1136 at Page 794 of the
Bristol Land Records, (b) shall run with the land and not be subject to
termination upon the termination of the Lease relating to the Bristol Real
Property, and (c) shall impose upon the Bristol Real Property and the
Continental Property certain other reciprocal easements, covenants, use
restrictions and other matters to be negotiated. It shall be a condition to
Seller's and Buyer's obligation to close the transaction contemplated by this
Agreement that, at Seller's cost, (i) the CCRs agreed to by Seller and Buyer be
executed by Seller and Buyer and recorded against the Bristol Real Property and
the Continental Property, (ii) any and all mortgagees, trustees and/or other
lenders with any interest in either the Bristol Real Property and/or the
Continental Property subject and subordinate, by appropriate documentation
approved by Seller and Buyer and recorded against the applicable property, all
of their right, title and interest (including, without limitation, any lien
rights) in and to the Bristol Real Property and the Continental Property, as the
case may be, to the CCRs and all matters set forth therein, and (iii) the tenant
under the Lease relating to the Bristol Real Property shall consent to and
approve the CCRs. If the aforementioned conditions shall not have been satisfied
as of the Closing Date, then Buyer and Seller each shall have the right,
provided that the party exercising such right shall not be the sole reason for
such failure, by delivering notice thereof to the other at any time after the
initially scheduled Closing Date, to terminate this Agreement in which event the
Deposit shall be returned to Buyer and neither Buyer nor Seller shall have any
further rights, duties or obligations under this Agreement. Seller and Buyer
shall negotiate the CCRs in good faith.

            16.14 HUTT LEASE. The Buyer acknowledges that it is taking the
Bristol Property subject to the rights and obligations (but only those
obligations required to be first performed after the Closing Date) contained in
that certain Lease and Agreement by and between Seller and

                                       24


Stephen Hutt dated August 15, 1994, a copy of which is attached hereto and made
a part hereof. Seller acknowledges that Buyer has not had the opportunity to
review the Hutt Lease in detail. Accordingly, Buyer shall have the right to
object to the Hutt Lease, and any provisions thereof, prior to the expiration of
the Inspection Period.

            16.15 SEVERABILITY. If any provision or provisions in this Agreement
are found by a court of law to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such portion, provision or provisions
of this Agreement to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent both of Seller and Buyer that such portion,
provision or provisions shall be given force to the fullest possible extent that
they are legal, valid and enforceable that the remainder of this Agreement shall
be construed as if such illegal, invalid, unlawful, void or unenforceable
portion, provision or provisions were not contained therein, and that the
rights, obligations and interest of Buyer and Seller under the remainder of this
Agreement shall continue in full force and effect.

                         [SIGNATURES ON FOLLOWING PAGE]

                                       25


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date written above.

                                           DESCO ASSOCIATES


                                           By /s/ John D. Scarritt
                                             -----------------------------------
                                           Name:   John D. Scarritt
                                           Title:  General Partner

                                                                        "SELLER"

                                           INLAND REAL ESTATE ACQUISITIONS, INC.


                                           By /s/ G. Joseph Cosenza
                                             -----------------------------------
                                           Name:   G. Joseph Cosenza
                                           Title:  President

                                                                         "BUYER"

                                       26


                            APPROVAL BY ESCROW AGENT

     Escrow Agent hereby (1) acknowledges receipt of fully executed originals or
counterpart originals of the foregoing Purchase and Sale Agreement on this
_______ day of November, 2003, which date is hereby designated as the "OPENING
OF ESCROW" date, and (2) agrees to establish an escrow (Escrow No.
____________________) in accordance therewith, and act in accordance with the
provisions of this escrow.


                                                 CHICAGO TITLE INSURANCE COMPANY


                                                 By
                                                   -----------------------------
                                                 Name
                                                     ---------------------------
                                                 Title
                                                      --------------------------

                                                                  "ESCROW AGENT"



                                   EXHIBIT "A"

                       LEGAL DESCRIPTION OF REAL PROPERTY

                                 [SEE ATTACHED]

The legal description attached hereto for the Bristol Real Property includes the
Continental Property. Seller and Buyer acknowledge that Seller is retaining
title to the Continental Property. During the Inspection Period, the Surveyor
will create separate, new legal descriptions for the Bristol Real Property and
the Continental Property (which shall be subject to the review and approval of
Buyer and Seller), and Seller and Buyer will amend this Agreement to replace the
attached legal description of the Bristol Real Property with the new legal
description of the Bristol Real Property.



                              BRISTOL REAL PROPERTY

                  177 Farmington Avenue and 325 Oakland Street
                              Bristol, Connecticut

PARCEL A

A certain piece or parcel of land situated on the northwesterly side of
Farmington Avenue, the westerly side of Oakland Street and the southerly side of
Lewis Street in the City of Bristol, County of Hartford and State of Connecticut
and depicted on map entitled: "ALTA/ACSM Land Title Survey prepared for DESCO
Associates 177 Farmington Ave. & 325 Oakland St. Bristol, Connecticut Date:
10-19-95 scale 1"-40' sheet 1 of 1 Job no: 93147 F.A. Hesketh & Associates,
Inc." which is to be filed in the Bristol Town Clerks office, and being more
particularly bounded and described as follows:

Beginning at a point in the southerly street line of Lewis Street as shown on
said map which point marks the northwesterly corner of land now or formerly of
the City of Bristol "North Cemetery";

thence, S16 DEG. 28'24"E a distance of 145.97 feet to a point of curvature;

thence, along a curve to the left having radius of 62.00 feet an are length of
97.03 feet and a central angle of 89 DEG. 39'55" to a point, said point being
S61 DEG. 18 '22"E a chord distance of 87.42 feet from said point of curvature;

thence, N73 DEG. 51'41"E a distance of 129.82 feet to a point;

thence, N46 DEG. 26'40"E a distance of 93.27 feet to a point;

thence, N20 DEG. 31'16"E a distance of 212.20 feet to a point;

thence, N18 DEG. 13'56"W a distance of 27.43 feet to a point in the southerly
street line of Lewis Street, the last six courses being along land now or
formerly of the City of Bristol;

thence, N71 DEG. 46'04"E a distance of 89.42 feet along the southerly street
line of Lewis Street;

thence, N68 DEG. 30'30"E a distance of 65.06 feet to a point;

thence, N71 DEG. 56'42"E a distance of 11.21 feet to a point of curvature;

thence, along a curve to the right having a radius of 383.08 feet, an arc length
of 163.95 feet and a central angle of 24 DEG. 31'18" to a point of compound
curvature, said point of compound curvature being N84 DEG. 12'21"E a chord
distance of 162.70 feet from said point of curvature;

thence, along a curve to the right having a radius of 35.00 feet, an arc length
of 47.74 feet and a central angle of 78 DEG. 09'34" to a point, said point being
S44 DEG. 27'13"E a chord distance of 44.13 feet from said point of compound
curvature;



PARCEL A (CONT.)

thence, S05 DEG. 22'26"E a distance of 233.66 feet to a point;

thence, S00 DEG. 59'18"W a distance of 117.31 feet to a point;

thence, S05 DEG. 22'26"E a distance of 160.64 feet to a point of curvature;

thence, along a curve to the right having a radius of 35.00 feet, an arc length
of 30.66 feet and a central angle of 50 DEG. 11'51" to a point in the
northwesterly street line of Farmington Avenue, said point being
S19 DEG. 43 '29"W a chord distance of 29.69 feet from said point of curvature,
the last five courses being along the westerly street line of Oakland Street
as depicted on said map;

thence, S44 DEG. 49'25"W a distance of 44.17 feet to a point;

thence, S44 DEG. 49'00"W a distance of 180.00 feet to a point marking the
easterly corner of land now or formerly of Stephen J. Hutt, the last two courses
being along the northwesterly street line of Farmington Avenue;

thence, N45 DEG. 11'00"W a distance of 200.00 feet to the northerly corner of
land now or formerly of Stephen J. Hutt;

thence, S44 DEG. 49'00"W a distance of 202.20 feet along land now or formerly of
Stephen J. Hutt and now or formerly of Elais Kalimian, partly by each to a
point;

thence, S32 DEG. 24'21"W a distance of 116.54 feet to a point;

thence, S79 DEG. 47'40"W a distance of 31.00 feet to a point;

thence, S60 DEG. 08'30"W a distance of 142.42 feet to a point;

thence, N09 DEG. 19'30"E a distance of 281.33 feet to a point;

thence, N23 DEG. 26'00"W a distance of 203.75 feet to a point marking the
northeasterly corner of land now or formerly of Elais Kalimian and the
southeasterly corner of land now or formerly of Jenny K. Rogers, the last five
courses being along land now or formerly of Elais Kalimian;

thence, N18 DEG. 46'00"W a distance of 231.03 feet to the southerly street line
of Lewis Street;

thence, N68 DEG. 28'00"E a distance of 20.08 feet along the southerly street
line of Lewis Street to the point and place of beginning.



PARCEL B

The land affected by that certain Lease and Agreement from Stephen Hutt to Desco
Associates dated August 15, 1994 and recorded in Volume 1167 at Page 303 of the
Bristol Land Records, which demises a certain thirty foot (30') wide right of
way which was granted to Irwin Hutt from Desco Associates by Warranty Deed dated
October 5, 1972 and recorded in Volume 605 at Page 767 of the Bristol Land
Records and shown on the easterly side of a certain "Parcel D" on a map or plan
entitled "Plan Showing Land of David J. Scaritt, Farmington Avenue & Lewis
Street, Bristol, Conn, Scale 1" = 40' Date Dec. 18, 1969 Augustine F. Lepore,
Jr., C.E. & L.S." on file in the Bristol Town Clerk's Office in book of maps,
Volume 566, Page 27.

PARCEL C

The respective land affected by that certain fifteen foot (15') right of way and
those two (2) certain twenty foot (20') rights of way which were granted to
David J. Scaritt by The Sessions Foundry Company by Warranty Deed dated December
1, 1953 and recorded in Volume 294 at Page 221 of the Bristol Land Records, each
of which is more particularly described in said deed.

PARCEL D

The land affected by the rights and easements granted to Desco Associates by and
under that certain Reciprocal Easement Agreement made as of the 15th day of
August, 1994 among Desco Associates, Continental Corporation and Shaw's
Supermarkets, Inc., recorded in Volume 1136 at Page 794 of the Bristol Land
Records.



1025-1055 W. Main St.,
New Britain, CT

PARCEL ONE

                            NEW BRITAIN REAL PROPERTY

     A certaitn piece or parcel of land; with the buildings and all other
improvements now or hereafter placed thereon situated on the northerly side of
West Main Street, in the Town of New Britain, County of Hartford, and State of
Connecticut, and more particularly bounded and described as follows, to wit;

     Beginning at a point in the northerly line of West Main Street, which point
is five hundred forty-three and six one-hundredths (543.06) feet westerly, as
measured in said northerly line of West Main Street from the intersection of the
westerly line of Stanwood Drive with the northerly line of West Main Street;

     Thence running northerly and northwesterly is a curve to the right having a
radius of twenty-five (25) feet, a distance of thirty-eight and ninety-one
one-hundredths (38.91) feet to a point in the easterly line of North Mountain
Road;

     Thence northeasterly along said North Mountain Road, a distance of one
hundred twenty-six and eighty-eight one-hundredths (126.88) feet to a point;

     Thence running northerly and northwesterly is a curve to the left having a
radius of three hundred eighty-nine and fifteen one-hundredths (389.15) feet and
an angle of 47 DEG. 31' and still along said North Mountain Road, a distance of
three hundred twenty-four and ninety-nine one-hundredths (324.99) feet to a
point;

     Thence running northwesterly and still along North Mountain Road, one
hundred twenty-six (126) feet, more or less, to an iron pin;

     Thence running easterly in a line forming an interior angle of 50 DEG. 19'
with the last described line, two hundred ninety-three and eighty-five
one-hundredths (293.85) feet to a point;



PARCEL ONE CONTINUED

     Thence running southerly in a line forming an interior angle of 101 DEG.
16' with the last described line, fifty-two and sixty-three one-hundredths
(52.63) feet to a point;

     Thence running easterly in a line forming an interior angle of 270 DEG.
with the last described line, one hundred thirty-six and three-tenths (136.3)
feet to a point;

     Thence running northerly in a line forming an interior angle of 270 DEG.
with the last described line, twenty-five and forty-five one-hundredths (25.45)
feet to a point;

     Thence running easterly in a line forming an interior angle of 78 DEG. 44'
with the last described line, two hundred forty-one and sixty-one one-hundredths
(241.61) feet to a point;

     Thence running southerly in a line forming an interior angle of 89 DEG. 41'
30" with the last described line, ninety-two (92) feet to a point;

     Thence continuing southerly in a line forming an interior angle of 193 DEG.
58' with the last described line, sixty (60) feet to a point;

     Thence running southeasterly in a line forming an interior angle of
212 DEG. 55' 30" with the last described line, one hundred seventy-eight and
sixty-seven one-hundredths (178.67) feet to a point in the northwesterly line of
Stanwood Drive;

     Thence running southwesterly in the northwesterly line of Stanwood Drive in
a curve to the left having a radius of three hundred ninety-four and
eighty-seven one-hundredths (394.87) feet and an angle of 32 DEG. 14' 08" a
distance of two hundred twenty-two and fifteen one hundredths (222.15) feet to a
point;

     Thence continuing southwesterly in said northwesterly line of Stanwood
Drive, twenty-four and fifty-three one-hundredths (24.53) feet to a point;

     Thence running westerly in a line forming an interior angle of 98 DEG. 06'
10" with the said northwesterly line of Stanwood Drive, one hundred fifty
(150) feet to a point;



PARCEL ONE CONTINUED

     Thence runing southerly in a line forming an interior angle of 261 DEG. 53'
50" with the last described line, one hundred (100) feet to a point in the
northerly line of West Main Street;

     Thence running westerly along the northerly line of West Main Street in a
line forming an interior angle of 38 DEG. ?6' 10" with the last described line,
one hundred sixty-four and forty-two one-hundredths (164.42) feet to a C.?.D.
Monument;

     Thence continuing westerly in the northerly line of West Main Street in a
line forming an interior angle of 175 DEG. 20' 30" with the last described line,
one hundred twenty-nine and forty-five one-hundredths (129.45) feet to a C.?.D.
Monument;

     Thence continuing westerly in the northerly line of West Main Street in a
line forming an interior angle of 175 DEG. 15' with the last described line,
ninety-nine and nineteen one-hundredths (99.19) feet to the point and place of
beginning.



                                   EXHIBIT "B"

                                NEW BRITAIN LEASE

                                 [SEE ATTACHED]

                                        3


                                   EXHIBIT "C"

                                  BRISTOL LEASE

                                 [SEE ATTACHED]

                                        4


                                   EXHIBIT "D"

                                   HUTT LEASE

                                 [SEE ATTACHED]

                                        5


                               LEASE AND AGREEMENT

     THIS LEASE AND AGREEMENT made this 15th day of August, 1994, by and between
STEPHEN HUTT, having a principal place of business at 757 First Avenue, in the
Town of West Haven, County of New Haven and State of Connecticut, hereinafter
referred to as the "LANDLORD", and DESCO ASSOCIATES, a Connecticut Limited
Partnership, JOHN D. SCARRITT, General Partner, having a principal place of
business in the Town of Bristol, County of Hartford and State of Connecticut,
hereinafter referred to as the "TENANT";

                              W I T N E S S E T H :

                            ARTICLE I. GRANT AND TERM

     1.01 LEASED PREMISES. Landlord hereby demises and leases to Tenant and the
Tenant hereby hires and rents from Landlord, Landlord's rights to use a certain
right of way 30 feet in width originally granted in a deed from DESCO Associates
to Irwin Hutt dated October 5, 1972 and recorded in Volume 605 at Page 767 of
the Bristol, Connecticut Land Records, in accordance with the terms and
provisions of this Agreement. The right of way is shown on the easterly side of
Parcel D on a map or plan entitled, "Plan showing Land of David J. Scarritt,
Farmington Avenue & Lewis Street, Bristol, Conn. Scale 1"-40' Date Dec. 18, 1969
Augustine F. Lepore, Jr., C.E. & L.S." on file in the Bristol Town Clerk's
Office in book of maps, volume 566 at page 27, which map or plan is referred to
in said deed. The right of way is hereinafter referred to as the "LEASED
PREMISES". The Leased Premises are further described on Exhibit A annexed
hereto.

     1.02 COMMENCEMENT OF TERM. The effective date of this Lease under which
Tenant shall be obligated to commence payment of rental, hereinafter referred to
as the "COMMENCEMENT DATE", shall be January 1, 1995 or upon



the completion by Tenant of the "Shaw's Plaza" project, whichever shall first
occur.

     1.03 LENGTH OF TERM. The term of this Lease shall be for ninety-nine (99)
years following the commencement of the term as provided in Section 1.02 hereof.
Notwithstanding the foregoing, Tenant shall be bound by all of the provisions of
this Lease, except for the payment of rent, from the date of the first
construction work upon the Leased Premises by Tenant or its agents, in
accordance with the terms and provisions of this Agreement, prior to the
Commencement Date.

            ARTICLE II. CONSTRUCTION UPON AND USE OF LEASED PREMISES

     2.01 Tenant is accepting the Leased Premises in "as is" condition. Tenant
agrees that it has inspected the Leased Premises and that no representations
have been made by Landlord as to the condition thereof except as are expressly
set forth in this Lease. Any improvements upon or alterations to the Leased
Premises are to be made by Tenant at its sole cost and expense and shall be
subject to the provisions of this Lease as appertain. Tenant warrants that all
work done by it to and upon the Leased Premises will be performed in a good and
workmanlike manner, using first class materials, and in strict accordance with
applicable law.

     2.02 During the term of this Lease, Tenant may alter and utilize the Leased
Premises for a parking area in accordance with the plans, surveys and renditions
from time to time filed with the municipal agencies of the Town of Bristol,
Connecticut, or other State or Federal agencies with jurisdiction. No other
alterations or usage is permitted hereunder without consent of Landlord, which
consent shall not be unreasonably withheld or delayed. The easement granted
hereby and herein shall be for the benefit of, but not

                                        2


restricted solely to, the tenant and the sub-tenants of the parcel, including
but not limited to Shaw's and Continental Corporation and the other tenants and
occupants of Shaw's and the Continental Corporation and/or their successors and
assigns, and to the customers, employees, agents, and business invitees thereof.

     2.03 Tenant shall occupy and use the Leased Premises for the above stated
purpose continuously during the term of this Lease. Tenant shall not use or
permit or suffer the use of the Leased Premises for any other purpose without
the express written consent of the Landlord, which shall not be unreasonably
withheld or delayed.

                       ARTICLE III. TENANTS'S IMPROVEMENTS

     3.01 In accordance with the terms and provisions of this Lease, the Tenant
may, at its own cost, make such alterations and improvements to the Leased
premises as shall be reasonably required to adapt the same for the authorized
use thereof as provided in Article II hereof.

             ARTICLE IV. MAINTENANCE AND REPAIRS OF LEASED PREMISES

     4.01 MAINTENANCE BY TENANT. Tenant shall at all times keep in good order,
condition and repair the entire Leased Premises.

     4.02 As hereinabove provided, at the expiration or termination of the
tenancy hereby created, Tenant shall surrender the Leased Premises in the same
condition as the Leased Premises were in upon delivery of possession thereto
under this Lease (excepting the construction and alterations by Tenant
hereunder).

                       ARTICLE V. INSURANCE AND INDEMNITY

     5.01 LIABILITY INSURANCE. Tenant shall, during the entire term hereof, keep
in full force and effect a policy of public liability and insurance with

                                        3


respect to the Leased Premises and the business operated by Tenant and any
subtenants of Tenant on the premises within which the Leased Premises are a
part, in which the limits of public liability shall be equivalent to that
maintained by similar "shopping centers" in the region. A copy of the current
policy or a certificate of insurance shall be delivered to Landlord.

     5.02 INDEMNIFICATION OF LANDLORD. Tenant will indemnify Landlord and save
it harmless from and against any and all claims, actions, damages, liability and
expense in connection with loss of life, personal injury and/or damage to
property arising from or out of any occurrence in, upon or at the Leased
Premises, or the occupancy or use by Tenant of the Leased Premises or any part
thereof, or occasioned wholly or in part by the default under this Lease or any
act or omission of Tenant, its agents, contractors, employees, servants,
lessees, or concessionaires, licensees or invitees. In case Landlord shall,
without fault on its part, be made a party to any litigation commenced by or
against Tenant, then Tenant shall protect and hold Landlord harmless from fees
incurred or paid by Landlord in connection with such litigation. Tenant shall
also pay all costs, expenses and reasonable attorney's fees that may be incurred
or paid by Landlord in enforcing the covenants and agreements in this Lease.

                      ARTICLE VI. ASSIGNMENT AND SUBLETTING

     6.01 CONSENT REQUIRED. Provided Tenant is not in default hereunder, Tenant
may assign this Lease in whole or in part, and/or sublet all or any part of the
Leased Premises, without the prior consent of Landlord. If this Lease be
assigned, or if the Leased Premises or any part thereof be underlet or occupied
by anybody other than Tenant, Landlord may collect rent from the assignee,
under-tenant or occupant, and apply the net amount collected to the

                                        4


rent herein reserved, but no such assignment and/or sublet shall release Tenant
from further performance by Tenant of covenants on the part of Tenant herein
contained. Notwithstanding any assignment or sublease, Tenant shall remain
primarily liable on this Lease during the term of this Lease and any extensions
thereof and shall not be released form performing any of the terms, covenants
and conditions of this Lease, but Tenant and such assignee shall thereafter be
jointly and severally liable for the full and faithful performance of the
obligations of Tenant under this Lease.

                  ARTICLE VII. WASTE, GOVERNMENTAL REGULATIONS

     7.01 NUISANCE OR WASTE. Tenant shall not commit or suffer to be committed
any waste upon the Leased Premises or any nuisance.

     7.02 COMPLIANCE WITH LAWS. Tenant shall, at Tenant's sole cost and expense,
comply with all of the requirements of all county, municipal, state, federal and
other applicable governmental authorities, now in force, or which may hereafter
be in force, pertaining to the Leased Premises, and shall faithfully observe in
the Leased Premises, all municipal and county ordinances and state and federal
statutes now in force or which may hereafter be in force.

         ARTICLE VIII. INSERTED FOR CONSECUTIVE NUMBERING PURPOSES ONLY

                        ARTICLE IX. DEFAULT OF THE TENANT

     9.01 RIGHT TO RE-ENTER. In the event of any failure of Tenant to pay any
rental due hereunder within thirty (30) days after written notice of default, or
any failure to commence and diligently pursue the performance of any other of
the terms, conditions or covenants of this Lease to be observed or performed by
Tenant for more than sixty (60) days after written notice of such default shall
have been mailed to Tenant, or if Tenant shall become

                                        5


bankrupt or insolvent, or file any debtor proceedings, or take or have taken
against Tenant in any court pursuant to any statute either of the United States
or of any state a petition in bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee of all or a portion of Tenant's
property, or if Tenant makes an assignment for the benefit of creditors or
petitions for or enters into an arrangement, or if Tenant shall abandon said
premises, or suffer this Lease to be taken under any writ of execution, then
Landlord besides other rights or remedies it may have, shall have the immediate
right to terminate this Lease and Agreement upon written notice to Tenant.

     9.02 RIGHT TO RELET. Should Landlord elect to terminate this Lease and
Agreement as herein provided, for any breach, in addition to any other remedies
it may have, it may recover from Tenant all damages it may incur by reason of
such breach, including reasonable attorney's fees, and including the amount of
rent and charges equivalent to rent reserved in this Lease for the remainder of
the stated term, all of which amounts shall be immediately due and payable from
Tenant to Landlord.

     9.03 LEGAL EXPENSES. In case suit shall be brought for recovery of rent or
any other amount due under the provisions of this Lease, or because of the
breach of any other covenant herein contained on the part of Tenant to be kept
or performed, and a breach shall be established, Tenant shall pay to Landlord
all expenses incurred therefor, including a reasonable attorney's fee.

     9.04 WAIVER OF JURY TRIAL. The parties hereto shall and they hereby do
waive trial by jury in any action, proceeding or counterclaim brought by either
of the parties hereto against the other on any matters whatsoever

                                        6


arising out of or in any way connected with this Lease, the relationship of
Landlord and Tenant, Tenant's use or occupancy of the Leased Premises and/or any
claim of injury or damage.

     9.05 PAST DUE RENT. If Tenant shall fail to pay, when the same is due and
payable, any rent, such unpaid amounts shall bear interest from the due date
thereof to the date of payment, at the prime interest rate of the Chase
Manhattan Bank, N.A. as of such due date, plus three (3%) percent.

                          ARTICLE X. TENANT'S PROPERTY

     10.01 LOSS AND DAMAGE. As Landlord is not the owner of the fee simple
interest of the lands within which the Leased Premises are a part and is leasing
to Tenant only Landlord's rights and interest in the right of way comprising the
Leased Premises, Landlord shall not be liable for any damage to property of
Tenant or of others located on the Leased Premises, nor for the loss of or
damage to any property of Tenant or of others by theft or otherwise. Landlord
shall not be liable for any injury or damage to persons or property resulting
from fire, explosion, gas, electricity, water, rain, or snow from any part of
the Leased Premises or from any other place or by dampness or by any other cause
of whatsoever nature. Landlord shall not be liable for any such damage caused by
occupants of adjacent property, or the public, or caused by operation in
construction of any private, public or quasi-public work. Landlord shall not be
liable for any latent defect in the Leased Premises.

                       ARTICLE XI. HOLDING OVER SUCCESSORS

     11.01 HOLDING OVER. Any holding over after the expiration of the term
hereof, shall be construed to be a tenancy from month to month on the terms and
conditions herein specified, so far as applicable, except that during any

                                        7


such holdover period, the rent in effect at the expiration of the term hereof
shall be increased proportionately with the aggregate increase during the term
of this Lease in the Consumer Price Index, as hereinafter defined.

     11.02 SUCCESSORS. All rights and liabilities herein given to, or imposed
upon, the respective parties hereto shall extend to and bind the several
respective heirs, executors, administrators, successors, and assigns of the said
parties: and if there shall be more than one tenant, they shall all be bound
jointly and severally by the terms, covenants and agreements herein.

                          ARTICLE XXII. QUIET ENJOYMENT

     12.01 LANDLORD'S COVENANT. Upon payment by the Tenant of the rents herein
provided, and upon the observance and performance of all the covenants, terms
and conditions on Tenant's part to be observed and performed, Tenant shall
peaceably and quietly hold and enjoy the rights leased hereunder for the term
hereby demised without hindrance or interruption by Landlord or any other person
or persons lawfully or equitably claiming by, through or under the Landlord,
subject, nevertheless to the terms and conditions of this Lease.

                          ARTICLE XXIII. MISCELLANEOUS

     13.01 WAIVER. The waiver by Landlord of any breach of any term, covenant or
condition herein contained shall not be deemed to be a waiver of such term,
covenant or condition or any subsequent breach of the same or any other term,
covenant or condition herein contained. No covenant, term or condition of this
Lease shall be deemed to have been waived by Landlord unless such waiver be in
writing by Landlord.

     13.02 ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord
of a lesser amount than the annual rent herein stipulated shall be

                                        8


deemed to be other than on account of the earliest stipulated rent, nor shall
any endorsement or statement on any check or any letter accompanying any check
or payment as rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord's right to recover the
balance of such rent or pursue any other remedy in this Lease provided.

     13.03 ENTIRE AGREEMENT. This Lease set forth all the covenants, promises,
agreements, conditions and understandings between Landlord and Tenant concerning
the Leased Premises and supercede any and all prior agreements and
understandings between Landlord and Tenant, and there are no covenants,
promises, agreements, conditions or understandings, either oral or written,
between them other than as herein set forth. Except as herein otherwise
provided, no subsequent alteration, amendment, change or addition to this Lease
shall be binding upon Landlord or Tenant unless reduced to writing and signed by
them.

     13.04 NO PARTNERSHIP. Landlord does not, in any way or for any purpose,
become a partner of Tenant in the conduct of its business, or otherwise, or
joint adventurer or a member of a joint enterprise with Tenant.

     13.05 FORCE MAJEURE. In the event that either party hereto shall be delayed
or hindered in or prevented from the performance of any act required hereunder
by reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental laws or regulations, riots,
insurrection, war or other reason of a like nature not the fault of the party
delayed in performing work or doing acts required under the terms of this Lease,
than performance of such act shall be excused for the period of the delay and
the period for the performance of any such act

                                        9


shall be extended for a period equivalent to the period of such delay. The
provisions of this Section shall not operate to excuse the Tenant from the
prompt payment of rent.

     13.06 NOTICES. Any notice by Tenant to Landlord must be served by certified
or registered mail, postage prepaid, addressed to Landlord at 757 First Avenue,
West Haven, Connecticut, 06516 or at such other address as Landlord may
designate by written notice.

     13.07 Any notice by Landlord to Tenant must be served by certified or
registered mail, postage prepaid, addressed to Tenant at: Attention: John D.
Scarritt, General Partner, P.O. Box 215, Bristol, CT 06011-0215.

     13.08 CAPTIONS AND SECTIONS. The captions, section numbers, article
numbers, and index appearing in the Lease are inserted only as a matter of
convenience and in no way define, limit, construe, or describe the scope or
intent of such sections or articles of this Lease, nor in any way affect this
Lease.

     13.09 TENANT DEFINED, USE OF PRONOUNS. The word "Tenant" shall be deemed
and taken to mean each and every person or party mentioned as a Tenant herein,
be the same one or more; and if there shall be more than one Tenant, any notice
required or permitted by the terms of this Lease may be given by or to any one
thereof, and shall have the same force and effect as if given by or to all
thereof. The use of the neuter singular pronoun to refer to Landlord or Tenant
shall be deemed a proper reference even though Landlord or Tenant may be an
individual, a partnership, a corporation, or a group of two or more individuals
or corporations. The necessary grammatical changes required to make the
provisions of this Lease apply in the plural sense where

                                       10


there is more than one Landlord or Tenant and to either corporations,
associations, partnerships, or individuals, males or females, shall in all
instances be assumed as though in each case fully expressed.

     13.10 PARTIAL INVALIDITY. If any term, covenant or condition of this Lease
or the application thereof to any person or circumstance shall, to any extent,
be invalid or unenforceable, the remainder of this Lease, or the application of
such term, covenant or condition to persons or circumstances other than those as
to which it is held invalid or unenforceable, shall not be affected thereby and
each term, covenant or condition of this Lease shall be valid and be enforced to
the fullest extent permitted by law.

     13.11 NO OPTION. The submission of this Lease for examination does not
constitute a reservation of or option for the Leased Premises and this Lease
becomes effective as a Lease only upon execution and delivery thereof by
Landlord and Tenant.

     13.12 A copy of this Lease and Agreement shall be recorded on the Bristol,
Connecticut Land Records, at Tenant's expense.

                                ARTICLE XIV. RENT

     14.01 (a) The annual rent during the first year of this Lease shall be ONE
THOUSAND EIGHT HUNDRED ($1,800.00) DOLLARS, payable in one installment annually
on or before the first day of March, of each lease year in advance at the
address of the Landlord hereinbefore stated (757 First Avenue, West Haven,
Connecticut 06516), or at such other place designated by Landlord.

     14.02 The annual rent during the second through ninety-ninth years of this
Lease shall be computed as follows:

                                       11


          (a) The Consumer Price Index for Urban Consumers as published by the
Bureau of Labor Statistics of the United States Department of Labor at the time
of execution of this Lease being known and designated as the "new" "CPI-U"
(hereinafter "CPI"), as the same may from time to time be revised, updated or
replaced, shall be used to determine the annual rent payable to Landlord during
the second through ninety-ninth year.

          (b) In calculating the annual rent during the second year of this
Lease, the "CPI" in effect during the month of January of the first year of this
Lease shall be used as a denominator; the "CPI" in effect during the month of
December of the first year of this Lease shall be used a numerator; this
fraction shall be multiplied by the sum $1,800.00. The resulting amount shall be
the annual rent during the second year of this Lease except that it shall not be
less than the annual rent during the first year. Said annual rent shall be
payable on or before the first day of March of the second lease year in advance,
at the office of the Landlord or at such other place designated by Landlord.

          (c) In calculating the annual rent during the third year of this
Lease, and during each of the subsequent lease years, the "CPI" in effect during
the month of January of the prior year of this Lease shall be used as a
denominator; the "CPI" in effect during the month of December of the prior year
of this Lease shall be used as a numerator; this fraction shall be multiplied by
the sum representing the annual rent in effect during the prior year of this
Lease. The resulting amount shall be the annual rent during the lease year in
question except that it shall not be less than the annual rent in effect during
the prior year of this Lease. The annual rent for each lease year shall be
payable on the first day of March of each lease year, in

                                       12


advance, at the office of the Landlord or at such other place designated by
Landlord.

                 ARTICLE XV. SECURITY FOR TENANT'S OBLIGATIONS.
                        ACCOUNTING & WHOLE LIFE INSURANCE

     15.01 CONDITIONAL ASSIGNMENT OF RENTALS. Tenant hereby conditionally
assigns and pledges the rents, income and profits of all and every part of the
premises within which the Leased Premises are a part, to the payment of the
rental and performance of the obligations on the Tenant's part to be performed
hereunder, by Tenant. If Tenant shall default in the payment of rental or in any
of its obligations to be performed (and fail to cure such default after notice
thereof as hereinabove provided), Landlord shall have the right forthwith and
without further notice to enter upon the premises within which the Leased
Premises are a part, and collect said rents, income and profits with or without
the appointment of a receiver. All such net income after payment of the
reasonable costs of collection thereof and attorneys' fees, shall be applied
toward the costs incurred due to the default of Tenant including payment of
rental due hereunder, and the remainder of such net income, if any, shall be
paid over to Tenant.

     15.02 WHOLE LIFE INSURANCE. To secure the payment of rental and the
performance of the Tenant's obligations hereunder, and as a condition to and in
consideration of Landlord's entering into this Lease and Agreement, Tenant shall
purchase from the CNA Insurance Company (or other insurer acceptable to
Landlord), a $45,000.00 whole life insurance policy on the life of John D.
Scarritt, with a death benefit of $250,000.00. The Landlord, Stephen Hutt, shall
irrevocably, be the owner of the policy and the beneficiary thereunder. The
policy shall be delivered to Landlord upon the execution of this Lease

                                       13


and Agreement, and shall be fully paid for at such time. The income or dividends
of the policy will serve to pay directly, the rental due from the twenty-first
year through ninety-ninth year of the Lease. To assure adequate security, the
income or dividends generated by the policy will be assessed on the first day of
the fifteenth year of the Lease. If the income or dividends shall be
insufficient to fund the rental due, Tenant shall forthwith, pay monies into the
policy to achieve a policy value sufficient to fund the required lease payments.
If the policy provides income greater than the rental due in any lease year
after the twenty-first year, then, in such event, this excess, if any, shall be
credited to the rental to be due in succeeding lease years. The rental payments
shall be made directly by Tenant and not from the policy during the first twenty
lease years. Provided, however, there shall be no credit due Tenant for any such
accumulated excess at the end of this Lease.

     In the event of the death of John D. Scarritt at any time during the term
of the Lease, it will be assumed that the $250,000.00 death benefit (or actual
death benefit) paid to the Landlord, Stephen Hutt, will earn interest at the
"prime lending rate" that the United States Federal Reserve Board charges its
member institutions. These assumed earnings will be applied toward the rent and
any earnings in excess of the rental due shall be credited to the rental due in
succeeding lease years. If these assumed earnings shall be insufficient to cover
the actual lease rental payments due, than Tenant's successor or successors
shall directly pay the amounts above the assumed earnings of the death benefit
to meet the required rental payments. Tenant's heirs and successors shall have
no claim or receive credit for any assumed earnings above the rental due at the
end of the lease

                                       14


or against or for any part of the death benefit paid to Stephen Hutt. Tenant
acknowledges that Stephen Hutt shall be the irrevocable owner and beneficiary of
the whole life insurance policy purchased. Upon a business failure or insolvency
of the CNA Insurance Company, which renders the policy worthless, the policy
shall be replaced forthwith by Tenant at an insurance company acceptable to
Landlord.

     15.03 TENANT'S LIABILITY. Notwithstanding any provision of this Article,
Tenant and Tenant's heirs and successors shall be personally liable for the
rental due hereunder whether the rental is paid directly by them, from the value
of the insurance policy or by the assumed earnings of the death benefit in the
event of the death of John D. Scarritt.

     15.04 CALCULATIONS AND ACCOUNTING. All rental calculations under Article
XIV and calculations and accounting required under Article XV shall be performed
by Tenant at Tenant's expense. Tenant shall furnish written notice of and an
explanation of these calculations and accounting to Landlord by the first day of
March of each lease year, as applicable.

     15.05 BORROWING AGAINST WHOLE LIFE POLICY. In the event Landlord takes
loans against the Life insurance policy referred to hereinabove and/or cashes in
the policy, then any rent payments due from Tenant shall immediately cease and
Landlord's use of the life insurance policy shall be deemed as sufficient
consideration for the balance of the Lease. Provided, however, the Landlord may
exercise other rights of ownership including the use of the policy as collateral
which the parties agree and acknowledge shall not affect the Tenant's obligation
to pay rental hereunder.

                                       15


                      ARTICLE XVI. MISCELLANEOUS PROVISIONS

     16.01 PROTECTION OF LANDLORD'S PREMISES. The parties acknowledge Landlord's
real property and improvements located at 167 Farmington Avenue, Bristol,
Connecticut, which premises is adjacent to the Leased Premises. The parties
further acknowledge that the Leased Premises, being the right of way subject of
this Lease and Agreement, is located within real property owned by Tenant or
Tenant's assignee. Any use, work or construction upon the right of way
comprising the Leased Premises or upon the premises within which the Leased
Premises are a part, shall take into account proper and adequate drainage and
shall include drainage systems to protect Landlord's adjacent property from
damage.

     16.02 UTILITIES. Public utilities shall not be placed under or upon the
right of way comprising the Leased Premises. Provided, however, Landlord
acknowledges that a utility easement is depicted on the site plan filed with the
Town of Bristol and the State Traffic Commissioner.

     16.03 NEW SIGNS, BARRIERS AND BUILDINGS. In conjunction with Tenant's use,
work or construction upon the right of way comprising the Lease Premises or upon
the premises within which the Leased Premises are a part, Tenant shall not,
during the term of this Lease, erect any new sign, barriers or buildings within
fifty (50) feet of any boundary line of Landlord's premises. This restriction
shall not apply to the property boundary line between the rear of Landlord's
aforesaid premises located at 167 Farmington Avenue and Tenant's premises within
which the Leased Premises are a part, provided Tenant produces for legal review
by Landlord at the time this Lease and Agreement is executed, a ground lease
encumbering Tenant's said premises prohibiting such a restriction.

                                       16


     16.04 Tenant shall pay, at the time this Lease and Agreement is executed,
Landlord's legal fees concerning same up to the sum of $1,500.00.

     16.05 ASSIGNMENT BY LANDLORD. Landlord may assign its rights under this
Lease and Agreement at any time.

                             ARTICLE XVII. NET LEASE

     17.01 This Lease shall be deemed and construed to be a net Lease and,
except as herein otherwise expressly provided, the Landlord shall receive the
annual rent and additional rent and all other payments hereunder to be made by
the Tenant absolutely free from any charges, assessments, impositions, expenses
or deductions of any and every kind or nature whatsoever.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.

Signed, Sealed and Delivered
    in the Presence of:

 /s/ [ILLEGIBLE]                           LANDLORD:   STEPHEN HUTT
- ------------------------
WITNESS

/s/ [ILLEGIBLE]                            /s/ Stephen Hutt        L.S.
- ------------------------                   ------------------------
WITNESS                                    STEPHEN HUTT


/s/ [ILLEGIBLE]                            TENANT: DESCO ASSOCIATES, a
- ------------------------                   Connecticut Limited Partnership
WITNESS

/s/ [ILLEGIBLE]                            By: /s/ John D. Scarritt        L.S.
- ------------------------                       ----------------------------
WITNESS                                    JOHN D. SCARRITT, General Partner
    [ILLEGIBLE]

                                       17


STATE OF CONNECTICUT      :
                          :   ss. North Haven
COUNTY OF New Haven       :

     On this the 1st day of August, 1994, before me, the undersigned officer,
personally appeared STEPHEN HUTT, known to me or satisfactorily proven to be the
person whose name is subscribed to the within instrument and acknowledged that
he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and seal.

                                              /s/ [ILLEGIBLE]
                                              ----------------------------------
                                              Commissioner of the Superior Court


STATE OF CONNECTICUT           :
                               :   ss. Bristol
COUNTY OF Hartford             :

     On this the 15th day of August, 1994, before me, the undersigned officer,
personally appeared JOHN D. SCARRITT, General Partner of DESCO ASSOCIATES, a
Connecticut Limited Partnership, known to me or satisfactorily proven to be the
person whose name is subscribed to the within instrument and acknowledged that
he executed the same for the purposes therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and seal.

                                              /s/ [ILLEGIBLE]
                                              ----------------------------------
                                              Commissioner of the Superior Court
                                              Notary Public

                                       18


                                   EXHIBIT "E"

                       FORM OF TENANT ESTOPPEL CERTIFICATE

TO:  Inland Real Estate Acquisitions, Inc., and its successors and assigns
     [Name of Prospective Property Owner], and its successors and assigns
     2901 Butterfield Road
     Oak Brook, Illinois 60523

RE:  [ADDRESS OF THE PROPERTY] (the "Property")

Ladies and Gentlemen:

     The following statements are made with the knowledge that Inland Real
Estate Acquisitions, Inc., [Name of Prospective Property Owner], and their
respective successors and assigns (individually and collectively, as applicable,
"Purchaser"), and their respective lenders and/or investors, are relying on them
in connection with the acquisition and financing of the Property by Purchaser
and, in connection therewith, the assignment of the Lease (defined below) to
Purchaser, and Purchaser and its respective lenders, successors, assigns and
successor owners of the Property may rely on such statements for that purpose.

     The undersigned ("Tenant"), being the Tenant under the Lease covering
certain premises in the Property, hereby certifies, represents, warrants,
covenants and agrees as follows:

     1.   Tenant is the tenant under a Lease with ____________ ("Landlord")
dated _______________ [INSERT THE TITLE AND DATE OF, AND DATE OF ALL AMENDMENTS,
MODIFICATIONS AND ANY OTHER AGREEMENTS RELATING TO, THE LEASE (INCLUDING
GUARANTIES, i.e...., "as amended by that certain First Amendment, dated
______________"...] (collectively, the "Lease"). The Lease demises to Tenant
approximately ___________ (________________) square feet in the Property known
as Unit __ (the "Leased Premises"). The initial term of the Lease commenced on
_____________, 20____, and will expire on ___________, _________, exclusive of
unexercised renewal options and extension options contained in the Lease. Tenant
has ____ options to extend the term of the Lease for _____ years. There have
been no other amendments, modifications, revisions or supplements to the Lease,
and there are no other agreements of any kind between Landlord and Tenant
regarding the Leased Premises.

     2.   The Lease has been duly authorized and executed by Tenant and is in
good standing and in full force and effect.

                                        6


     3.   Tenant has accepted, is in sole possession of, and is presently
occupying the Leased Premises. The Lease has not been hypothecated or assigned
by operation of law or otherwise by Tenant, and no sublease, concession
agreement, license, use or other occupancy agreement covering the Leased
Premises, or any portion of the Leased Premises, has been entered into by Tenant
except _______________________.

     4.   Tenant commenced paying rent on _____________, 20______. Tenant is
currently obligated to pay fixed or base rent under the Lease in the annual
amount of __________ Dollars ($_______), payable in advance, in equal monthly
installments of ____________ Dollars ($________). The Lease provides for Tenant
to pay to Landlord as additional rent ______ percent (________%) of operating
expenses, common area maintenance charges, insurance premiums and real property
taxes ("Tenant's Share"). Tenant currently is paying, monthly, in advance, as
additional rent under the Lease, equal installments (as estimated by Landlord
pursuant to the Lease) of the Tenant's Share in the amount of $______________.
Percentage Rent for the last fiscal year of Tenant ending ______________,
20_____ in the amount of ___________ Dollars ($________), based on Tenant's
gross receipts (as defined in the Lease) of ($_________), has been paid by
Tenant to Landlord. All rent has been paid under the Lease through
______________, 20_____. No rent under the Lease has been paid more than (1)
month in advance, and no other sums have been deposited with Landlord other than
________________ Dollars ($_______) deposited as security under the Lease. Such
security deposit is not subject to any set-off or reduction or any increase for
interest or other credit due to Tenant. Tenant is entitled to no rent abatement,
concessions, free rent, allowances for improvements, refurbishment or otherwise
or other similar compensation in connection with renting the Leased Premises
except as follows: ________________. Tenant has no setoffs, claims or defenses
to the enforcement of the Lease by Landlord and no deductions or credits against
rent under the Leases except as follows: _____________________. Landlord has not
rebated, reduced or waived any amounts due from Tenant under the Lease, nor has
Landlord provided financing for, made loans or advances to, or invested in
Tenant's business.

     5.   Neither Landlord nor Tenant is in default under the Lease beyond any
applicable cure period and no event has occurred which, with the giving of
notice or passage of time, or both, could result in such default. As of the date
of this estoppel certificate, there is no dispute between Landlord and Tenant,
and there is no litigation between Landlord and Tenant with respect to the Lease
or the Leased Premises, and there has been no litigation between Landlord (or
any predecessor landlord) and Tenant with respect to the Lease or the Leased
Premises or Tenant's use and occupancy thereof. Tenant has not received any
notice of any present violation of any federal, state, county or municipal laws,
regulations, ordinances, order or directives relating to use, operation or
condition of the Leased Premises or the Property.

     6.   Except as specifically stated in the Lease, Tenant has not been
granted (a) any option to extend the term of the Lease, (b) any option to expand
the Leased Premises or to lease additional space within the Property, (c) any
right of first refusal on any space at the Property, or (d) any option or right
of first refusal to purchase the Leased Premises or the Building or any part
thereof. Tenant has no option to terminate the Lease as to the Leased Premises
or any part or portion thereof prior to its stated expiration except as follows:
___________________________.

     7.   All obligations and conditions under the Lease to be performed to date
by Landlord have been satisfied, free of defenses and set-offs, including all
construction work and tenant improvements in the Leased Premises, and Landlord
has made all contributions, if any, required of Landlord under the Leases.
Landlord is not obligated to provide or construct any further tenant
improvements or other tenant allowances except as follows:
______________________________________.



     8.   Tenant has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of the Leased Premises or the Leases
or the rents thereunder except ________________. Tenant has not (a) applied for
the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of the Property,
(b) admitted in writing its inability to pay its debts as they become due, (c)
made a general assignment for the benefit of its creditors, (d) filed a
voluntary petition or commenced a voluntary case or proceeding under the Federal
Bankruptcy Code, (e) been adjudicated a bankrupt or insolvent, (f) filed a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts,
(g) received any notice of any petition filed against it in an involuntary case
or proceeding under the Federal Bankruptcy Code, or (h) taken any corporate,
partnership, limited liability company or other action for the purpose of
effecting any of the foregoing.

     EXECUTED as of the _________ day of ________________, 2003.

TENANT

________________, d/b/a ________________

________________,

By:
Name:
Title:


     The undersigned Guarantor of the Lease hereby certifies as of the date
hereof to Purchaser and its successors and assigns, and their lenders and/or
investors, and their successors and assigns, that that certain Guaranty of Lease
made by Guarantor for the benefit of Landlord and dated ________________, is in
full force and effect and has not been amended or modified and that the
undersigned Guarantor has no claims or defenses under such Guaranty of Lease or
otherwise is respect to their performance in full of all terms, covenants,
conditions and agreements of such Guaranty of Lease.

                                                        ________________________



                                   EXHIBIT "F"

When recorded, return to:

__________________________________
__________________________________
__________________________________
__________________________________


                              SPECIAL WARRANTY DEED

     For Ten Dollars ($10.00) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, DESCO ASSOCIATES, a
Connecticut limited partnership ("GRANTOR"), hereby grants, sells, remises and
conveys to ________________________________, a Delaware limited liability
company ("GRANTEE"), that real property located in Hartford County, Connecticut,
and legally described on Exhibit "A" attached hereto and incorporated herein by
this reference (the "PROPERTY").

     Together with all and singular the hereditaments and appurtenances
thereunto belonging, or in anywise appertaining, and the reversions, remainder
and remainders, rents, issues and profits thereof, and all the estate, right,
title, interest, claim or demand whatsoever of Grantor, either in law or equity,
of, in and to the Property with the hereditaments and appurtenances: TO HAVE AND
TO HOLD the said Property with the appurtenances, unto Grantee and its
successors and assigns forever.

     Subject to all matters set forth on Exhibit B attached hereto, and Grantor,
for itself, and its successors, does hereby warrant title to the Property
against and with respect to its own acts and the acts of all persons claiming
by, through or under Grantor, but not the acts of any others.

     RECIPROCAL EASEMENT AGREEMENT LANGUAGE INSERTED HERE FOR BRISTOL DEED.

     SUBJECT TO HUTT LEASE AND SHAW'S LEASE

     WITNESSED AND DATED as of this __ day of 200_.

                                            DESCO ASSOCIATES, a Connecticut
                                            limited partnership.

- -----------------------------------
                     , Witness              By:
- ---------------------                           --------------------------------
                                            Name:
                                                  ------------------------------
                                            Title:
- ------------------------------------               -----------------------------
                     , Witness                                         "GRANTOR"
- ---------------------



STATE OF CONNECTICUT      )
                          ) ss.
COUNTY OF HARTFORD        )

     The foregoing document was acknowledged before me this _____ day of
_____________, 200__, by ________________________________, the ________________
of DESCO ASSOCIATES, a Connecticut limited partnership, on behalf of said
corporation.

     IN WITNESS WHEREOF, I have set my hand and official seal the day and year
first above written.


                                            ------------------------------------
                                            Notary Public

My Commission expires:

- ---------------------------



                       EXHIBIT A TO SPECIAL WARRANTY DEED

                          LEGAL DESCRIPTION OF PROPERTY



                                   EXHIBIT "G"

                              NON-FOREIGN AFFIDAVIT

     Section 1445 of the Internal Revenue Service Code of 1986 provides that a
transferee of a United States real property interest must withhold tax if the
transferor is a foreign person. To inform the transferee that withholding tax is
not required upon disposition of a U.S. real property interest by DESCO
ASSOCIATES ("TRANSFEROR"), to ________________________________, ("TRANSFEREE"),
the undersigned hereby certifies the following on behalf of the Transferor:

          (q)  Transferor is not a foreign corporation, partnership, trust,
estate, or individual as those terms are defined in the Internal Revenue Code
and Income Tax Regulations;

          (r)  Transferor's U.S. Employer Identification Number is______________
___________________ and

          (s)  Transferor's principal office is________________________________,
Bristol, Connecticut

     Transferor understands that this certification may be disclosed to the
Internal Revenue Service by the Transferee and that any false statement made
herein could be punished by fine, imprisonment, or both.

     Under the penalties of perjury the undersigned, has examined this
certification and to its knowledge and belief it is true, correct and complete.

     DATED this _____ day of ___________________________, 2003.

                                     DESCO ASSOCIATES, a Connecticut limited
                                     partnership

                                     By
                                       -----------------------------------------
                                     Name
                                         ---------------------------------------
                                     Title
                                          --------------------------------------

                                                                    "TRANSFEROR"

     THIS AFFIDAVIT must be retained until the end of the fifth (5th) taxable
year following the taxable year in which the transfer referred to above takes
place.



STATE OF CONNECTICUT       )
                           ) SS.
COUNTY OF HARTFORD         )

     The foregoing document was acknowledged before me this _____ day of
__________, 2003, by ________________________________, the ________________ of
_______________________________________________________________________________,
on behalf of said __________________.

     IN WITNESS WHEREOF, I have set my hand and official seal the day and year
first above written.


                                         ---------------------------------------
                                         Notary Public

My Commission expires:

- ----------------------



                                   EXHIBIT "H"

                       ASSIGNMENT AND ASSUMPTION OF LEASE

     DESCO ASSOCIATES, an Connecticut limited partnership ("ASSIGNOR"), for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, has assigned and does by these presents assign, to________________
____________________, a Delaware limited liability company ("ASSIGNEE"),
all of Assignor's right, title and interest in and to that certain Lease
Agreement dated ______________, as amended (the "LEASE"), between Assignor as
landlord and SHAW'S SUPERMARKETS, INC. as tenant, regarding certain real
property located at ______, (NEW BRITAIN/BRISTOL), Connecticut, and more
particularly described on Exhibit "A" attached hereto (the "PROPERTY").

     Assignor and Assignee further agree as follows:

     1.   ACCEPTANCE OF ASSIGNMENT, RELATED MATTERS.

          (a)  Assignee accepts the aforesaid assignment and Assignee assumes
     and agrees to be bound by and timely perform, observe, discharge, and
     otherwise comply with each and every one of the agreements, duties,
     obligations, covenants and undertakings upon the landlord's part to be kept
     and performed under and/or pursuant to the Lease first arising and accruing
     after the date of this Assignment and Assumption of Lease.

          (b)  This Agreement shall bind and inure to the benefit of the parties
     hereto and their respective successors, legal representatives and assigns.

          (c)  Neither this Agreement nor any term, provision, or condition
     hereof may be changed, amended or modified, and no obligation, duty or
     liability of any party hereto may be released, discharged or waived, except
     in a writing signed by all parties hereto.

     2.   INDEMNIFICATION. Assignee hereby indemnifies Assignor and agrees to
hold Assignor harmless and defend Assignor for, from and against all liability,
cost, damage or expense, including reasonable attorneys' fees and costs and
expert witness fees and costs, suffered or incurred by Assignor as a result of
any failure or alleged failure of Assignee to perform any covenants or
obligations of the Lease first arising or accruing subsequent to the date
hereof. Assignor hereby indemnifies Assignee and agrees to hold Assignee
harmless and defend Assignee for, from and against all liability, cost, damage
or expense, including reasonable attorneys' fees and costs and expert witness
fees and costs, suffered or incurred by Assignee as a result of any failure or
alleged failure of Assignor to perform any covenants or obligations arising or
related to the Lease on or prior to the date hereof.

     3.   COUNTERPART EXECUTION. This document may be executed in counterpart
and all such counterparts shall constitute one and the same document.

     4.   DISPUTE. In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the
losing party shall pay the sole prevailing party's costs and expenses of such
dispute, including, without limitation, reasonable attorney's fees and costs.



                                   EXHIBIT "I"

                          ASSIGNMENT AND ASSUMPTION OF
                          INTANGIBLE PERSONAL PROPERTY

     This ASSIGNMENT AND ASSUMPTION OF INTANGIBLE PERSONA? PROPERTY (the
"ASSIGNMENT") is made and entered into this _____ day of ___________ 200__ by
_______________, a Delaware limited liability company ("ASSIGNOR") and
_______________________, a ________________________ ("ASSIGNEE").

                                    RECITALS:

     A.   Assignor and Assignee (as successor-in-interest to Inland Real Estate
Acquisitions, Inc.) have entered into that certain Purchase and Sale Agreement
dated as of _________, 2003 (the "PURCHASE AGREEMENT") relating to the sale of
that certain tract of land together with the improvements thereon (the
"PROPERTY") located a? ________________________________, and being legally
described in EXHIBIT A, attache? hereto and made a part hereof.

     B.   In connection with the conveyance of the Property to Assignee,
Assignor and Assignee desire to execute and deliver this general Assignment
assigning all of Assignor's right title and interest in and to the items
identified below to Assignee.

          NOW, THEREFORE, in consideration of the receipt of Ten Dollars
($10.00) an? other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt an? sufficiency of which are hereby acknowledged and
agreed by Assignor, the parties hereby agree as follows:

     1.   RECITALS; DEFINED TERMS. The foregoing recitals are acknowledged to be
accura? and are incorporated herein by reference. Capitalized terms used in
this Assignment and ?? defined herein but defined in the Purchase Agreement
shall have the meanings given to su?? terms in the Purchase Agreement.

     2.   ASSIGNMENT BY ASSIGNOR. Assignor hereby transfers and assigns to
Assignee a? right, title and interest of Assignor in and to any and all of
Assignor's right, title and interest and to all logos, designs, trade names,
trademarks, service marks, copyrights and other intangible personal property
relating to the Property (collectively, the "Assigned Property").

     3.   INDEMNITY BY ASSIGNOR. Assignor does hereby agree to indemnify, hold
harmle? and defend Assignee harmless from and against all claims, damages,
losses, liabilities, costs a? expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of a? failure by Assignor to perform
or observe the obligations, covenants, terms and conditions of under the
Assigned Property, to the extent arising on or prior to the date hereof.

     4.   ASSUMPTION BY ASSIGNEE. Assignee hereby accepts the foregoing
assignment a? assumes and agrees to perform all obligations of the owner under
the Assigned Property arisi? after the date hereof.

     5.   INDEMNITY BY ASSIGNEE. Assignee does hereby agree to indemnify, hold
harmle? and defend Assignor from and against all claims, damages, losses,
liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any fail? of Assignee to perform
or observe, and Assignee's performance and observance of, t? obligations,
duties, covenants, terms and conditions assumed by Assignee hereunder, to t?
extent arising after the date hereof.



     6.   COUNTERPARTS. This document may be executed in any number of
counterparts, each of which may be executed by any one or more of the parties
hereto, but all of which shall constitute one instrument, and shall be binding
and effective when all parties hereto have executed at least one counterpart.

     7.   DISPUTE. In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the
losing party shall pay the sole prevailing party's costs and expenses of such
dispute, including, without limitation, reasonable attorneys' fees and costs.

     8.   SUCCESSORS. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

                            (SIGNATURE PAGE FOLLOWS)



          IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.

                          ASSIGNOR:

                          ----------------------------------------
                               By:
                                  --------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------


                          ASSIGNEE:

                          ----------------------------------------
                               By:
                                  --------------------------------
                               Name:
                                    ------------------------------
                               Title:
                                     -----------------------------



                                   EXHIBIT "J"

                                    RENT ROLL

                                 [SEE ATTACHED]



                                DESCO ASSOCIATES
                                   PO BOX 215
                             BRISTOL, CT 06011-0215

PREPARED FOR INLAND GROUP

                              RENT ROLL AS OF               14-Nov-03     SQ.FT.

DESCO ASSOCIATES                      GROSS LEASABLE AREA                 54661
SHAW'S SUPERMARKET, OAKLAND COMMONS
BRISTOL, CT                           NET LEASABLE AREA                   54661



TENANT                       SQ FEET   ANNUAL RENT  COMMENCEMENT  TERMINATION    RENEWAL OPTIONS    LANDLORD EXP  TENANT EXP
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                              
SHAW'S SUPERMARKETS, INC
FIRST LEASE YEAR PLUS FIRST
FIVE YEAR TERM OF INITIAL
20 YEAR TERM                  54661   $  901,906.56   10/8/1995    2/28/2016   SIX FIVE YEAR TERMS       ROOF      ALL OTHER
SECOND FIVE YEAR TERM OF                                                                              STRUCTURAL
INITIAL 20 YEAR TERM          54661   $  929,237.00   3/1/2001     4/30/2016
THIRD FIVE YEAR TERM OF
INITIAL 20 YEAR TERM          54661   $  956,567.50   3/1/2006     4/30/2016
FOURTH FIVE YEAR TERM OF
INITIAL 20 YEAR TERM          54661   $  983,898.00   3/1/2011     4/30/2016



              I HEREBY CERTIFY THE ABOVE INFORMATION TO BE CORRECT

              SIGNED
                     -----------------------------
                      JOHN D SCARRITT, GENERAL PARTNER                11/14/2003
                      DESCO ASSOCIATES



PREPARED FOR INLAND GROUP
                                              RENT ROLL AS OF 11/14/2003  SQ.FT.

DESCO ASSOCIATES                              GROSS LEASABLE AREA         65658
SHAWS PLAZA
NEW BRITAIN, CT                               NET LEASABLE ARE            65658



TENANT                       SQ FEET    ANNUAL RENT   COMMENCEMENT  TERMINATION  OPTIONS     LANDLORD EXP  TENANT EXP
- ---------------------------------------------------------------------------------------------------------------------
                                                                                      
SHAW'S SUPERMARKETS, INC
FIRST LEASE YEAR PLUS FIRST   65658   $  1,017,699.00   12/8/1995    4/30/2016   SIX FIVE        ROOF      ALL OTHER
FIVE YEAR TERM OF INITIAL                                                        YEAR TERMS   STRUCTURAL
20 YEAR TERM
SECOND FIVE YEAR TERM OF
INITIAL 20 YEAR TERM          65658   $  1,083,357.00   3/1/2001     4/30/2016
THIRD FIVE YEAR TERM OF
INITIAL 20 YEAR TERM          65658   $  1,149,015.00   3/1/2006     4/30/2016
FOURTH FIVE YEAR TERM OF
INITIAL 20 YEAR TERM          65658   $  1,181,844.00   3/1/2011     4/30/2016


              I HEREBY CERTIFY THE ABOVE INFORMATION TO BE CORRECT

              SIGNED John D. Scarritt
                     -------------------------------------
                     JOHN D. SCARRITT, GENERAL PARTNER          DATE: 11/14/2003
                     DESCO ASSOCIATES



                                   EXHIBIT "K"

                             DUE DILIGENCE CHECKLIST

DOCUMENTS TO BE PROVIDED BY SELLER

A.   LEASING/OPERATING INFORMATION
          -    Rent Roll
          -    Current Year Operating Budget - Seller represents and warrants
               that there is no current year operating budget.
          -    YTD Operating Statements
          -    Prior years CAM and Tax reconciliations
          -    Copies of last year's tax bills
          -    Copies of last years insurance invoices
          -    All current Leases and Amendments
          -    Tenant correspondence during Prior Year
          -    Copy of any pending litigation
          -    Copy of Tenant sales reports received from Tenants

B.   TITLE, SURVEY, SITE CONDITIONS
          -    To the extent in Seller's possession or readily available to
               Seller, Surveys, Site Plans and elevations
          -    Current Title Insurance Policy
          -    Copies of recorded title exception documents, including any REA's
               or condominium documents
          -    As-Built Plans for all improvements and as-built drawings of
               underground utilities (including sewer, gas, water, telephone and
               electrical service cables) located under the Property

C.   ENVIRONMENTAL
          -    Environmental hazardous materials reports
          -    Underground storage tank removal reports
          -    Asbestos Surveys

D.   PERMITS AND APPROVALS - Seller represents and warrants that it does not
     possess any of the following:
          -    Certificates of Occupancy, including Tenant c/o's
          -    Variances, Special permits, site plan approvals
          -    Sewer connection permits
          -    Orders of condition/wetlands permits
          -    Building permits, approvals, etc.



                                   EXHIBIT "L"

                                PRICE ALLOCATION

New Britain Property (First Parcel) - $13,656,060.00

Bristol Property (Second Parcel) - $11,711,940.00



                                   EXHIBIT "M"

                        TENANT ALLOWANCE AND CONCESSIONS

                                      NONE



                                   EXHIBIT "N"

                          SUPPLEMENTAL ESCROW AGREEMENT

     This agreement (the "SUPPLEMENT") relates to a purchase money deposit (the
"DEPOSIT") in the amount of $300,000.00 as set forth in an agreement entitled
"Purchase and Sale Agreement", dated November __, 2003 (as may be amended from
time to time, the "AGREEMENT") by and between DESCO ASSOCIATES ("SELLER") and
INLAND REAL ESTATE ACQUISITIONS, INC. ("BUYER") pertaining to real property
commonly known as 1045 West Main Street, New Britain, Connecticut and 325
Oakland Street, Bristol, Connecticut (collectively the "PROPERTY"), which sum
has been deposited in Escrow Number ____________ (the "ESCROW") with Chicago
Title Insurance Company ("CTIC") in accordance with the Agreement.

     We, the undersigned, do hereby jointly and severally agree that except as
expressly provided herein, CTIC ("ESCROW AGENT") shall incur no liability in
connection with its good faith performance under the Agreement, and do hereby
jointly and severally release and waive any claims we may have against CTIC
which may result from its performance in good faith of its function as Escrow
Agent, including but not limited to a delay in the transfer of funds. CTIC shall
be liable only for the loss or damage caused directly by its acts of gross
negligence or willfull misconduct while performing as Escrow Agent under this
Escrow Agreement.

     The Escrow Agent shall be entitled to rely upon the authenticity of any
signature and upon the genuineness and validity of any writing (including
writings received by facsimile or electronic mail) received by Escrow Agent
relating to this Supplement. Escrow Agent may rely upon any oral identification
of a party notifying Escrow Agent orally as to matters relating to the Agreement
and/or this Supplement if such oral notification is permitted thereunder. Escrow
Agent is not responsible for the nature, content, validity, or enforceability of
any of the escrow documents not produced by Escrow Agent. NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, CTIC, BUYER AND SELLER
AGREE THAT ESCROW AGENT SHALL HAVE NO OBLIGATION TO AND SHALL NOT RELEASE ANY
FUNDS IN THE ESCROW UNLESS AND UNTIL WRITTEN NOTICE HAS BEEN RECEIVED BY ESCROW
AGENT AND EXECUTED BY BOTH BUYER AND SELLER, AUTHORIZING THE RELEASE OF THE
FUNDS, PROVIDED, HOWEVER, THAT BUYER SHALL HAVE THE UNILATERAL RIGHT TO DIRECT
ESCROW AGENT TO RETURN (AND ESCROW AGENT SHALL RETURN) THE DEPOSIT TO BUYER AT
ANY TIME PRIOR TO THE EXPIRATION OF THE INSPECTION PERIOD (AS DEFINED IN THE
AGREEMENT), SUBJECT, HOWEVER, TO THE CONDITION THAT, AT THE TIME BUYER DIRECTS
DISBURSEMENT, BUYER NOTIFIES CTIC THAT BUYER HAS TERMINATED THE AGREEMENT. SAID
NOTICE TO ESCROW AGENT SHALL SET FORTH THE AMOUNT TO BE RELEASED AND THE PARTY
TO WHOM PAYMENT IS TO BE MADE.

     In the event of any disagreement between the parties hereto resulting in
conflicting instructions to, or adverse claims or demands upon the Escrow Agent
with respect to the release of the Deposit, other funds in Escrow or documents
delivered into Escrow, the Escrow Agent may refuse to comply with any such
instruction, claim or demand so long as such disagreement shall continue, and in
so refusing the Escrow Agent shall not further release such funds or documents.
The Escrow Agent shall not be, or become liable in any way for its failure or
refusal to comply with any such conflicting instructions or adverse claims or
demands, and it shall be entitled to continue to refrain from acting until such
conflicting instructions or adverse claims or



demands (a) shall have been reconciled by agreement and Escrow Agent shall have
been notified in writing thereof by the Seller and Buyer; or (b) shall have
finally been determined in a court of competent jurisdiction.

     The Escrow Agent may, at its sole discretion, resign by giving (30) days
written notice hereof to the parties hereto. The parties shall furnish to the
Escrow Agent written instructions for the release of such funds and documents in
Escrow. If the Escrow Agent shall not have received such written instructions
within the thirty (30) days, the Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor Escrow Agent and upon
such appointment deliver such funds and documents to such successor. Costs and
fees incurred by the Escrow Agent may, at the option of the Escrow Agent, be
deducted from any funds held pursuant hereto.

     None of the provisions of this Supplement shall prohibit Escrow Agent from
bringing an interpleader action or from exercising any rights that might be
afforded by statutory or common law to resolve any disagreements, uncertainties,
conflicts, or disputes as to the administration by Escrow Agent of its duties
and obligations hereunder.

     The parties hereto do hereby agree that they are aware that the Federal
Deposit Insurance Corporation (FDIC) coverage applies only to a maximum amount
of $100,000 for each individual depositor and that they are aware that CTIC
assumes no responsibility for, nor will they hold CTIC liable for any loss
occurring which arises from the fact that the amount held by the Escrow Agent in
any account may cause the aggregate amount of any individual depositor's
accounts to exceed $100,000 and that the excess amount is not insured by the
FDIC.

Dated this 20th day of November, 2003.

(Seller)
DESCO ASSOCIATES, a Connecticut limited partnership

By: /s/ John D. Scarritt
   ----------------------------------------
Name:     John D. Scarritt, General Partner
Address:  c/o John D. Scarritt
          P.O. Box 215
          225 Grove Street
          Bristol, Connecticut 06011-0215
          Telephone: 860-582-0244
          Telecopier: 860-543-5422
          Email:desco@snet.net



(Buyer)
INLAND REAL ESTATE ACQUISITIONS, INC.


By: /s/ [ILLEGIBLE]
   ----------------------------------------
Name:  [ILLEGIBLE]
Address:    2901 Butterfield Road
            Oak Brook, Illinois 60523
            Telephone: 630-218-4948
            Telecopier: 630-218-4900
            Email: inlandgroup.com


(Escrow Agent)
CHICAGO TITLE INSURANCE COMPANY


By:
   ----------------------------------------
Name:
Address:    Division 2 Escrow, 3rd Floor
            171 North Clark Street
            Chicago, IL 60601
            Attention: Nancy Castro
            Telephone:   312-223-3909
            Telecopier:  312-223-2108
            Escrow No.: __________________ (the "ESCROW")



                                   EXHIBIT "O"

                         FORM OF GROUND LESSOR ESTOPPEL

TO: ________________________
    ________________________
    ________________________

RE:  [ADDRESS OF THE PROPERTY] (the "PROPERTY")

Ladies and Gentlemen:

     The following statements are made with the knowledge that Inland Real
Estate Acquisitions, Inc., an Illinois corporation, and ____________________,
L.L.C., a Delaware limited liability company, and their respective successors
and assigns (individually and collectively, as applicable, "PURCHASER"), and
their respective lenders and/or investors are relying on them in connection with
the acquisition and financing of the Property by Purchaser and, in connection
therewith, the assignment of the Lease (defined below) to Purchaser.
Accordingly, Purchaser and its respective lenders, successors, assigns and
successor owners of the Property may rely on such statements for that purpose.

     The undersigned ("GROUND LESSOR"), being the lessor under the Lease
covering the Property, hereby certifies, represents, warrants, covenants and
agrees as follows:

     1.   Ground Lessor is the lessor under a lease with ____________________
("LESSEE") dated ___________________ [INSERT THE TITLE AND DATE OF, AND DATE OF
ALL AMENDMENTS, MODIFICATIONS AND ANY OTHER AGREEMENTS RELATING TO, THE GROUND
LEASE, I.E...., "AS AMENDED BY THAT CERTAIN FIRST AMENDMENT, DATED _________,"
....] (collectively, the "LEASE"). The Lease demises to Lessee the Property. The
initial term of the Lease commenced on____________, 200_, and will expire
on_____________, ______________, exclusive of unexercised renewal options and
extension options contained in the Lease. There have been no other amendments,
modifications, revisions or supplements to the Lease, and there are no other
agreements of any kind between Ground Lessor and Lessee regarding the Property.
Ground Lessor has not assigned or transferred its right, title and interest in,
to and under the Lease or the Property.

     2.   The Lease has been duly authorized and executed by Ground Lessor and
is in good standing and in full force and effect. Attached is a true, correct
and complete copy of the Lease.

     3.   Ground Lessor hereby consents to the assignment of Lessee's interest
in, to and under the Lease to Purchaser. Ground Lessor, for itself, its
successors and assigns, hereby confirms that (a) it has no right to consent to
or approve of, or to require any third party to consent to or approve of, the
renovation, remodelling, rebuilding, maintenance and repair of any of the
improvements and other structures located upon the Property, and (b) until the
expiration or earlier termination of the Lease, Ground Lessor has no right,
title or interest in or to any improvements or other structures located on the
Property.



     4.   Lessee is currently obligated to pay rent under the Lease in the
annual amount of ___________ Dollars ($_______), payable in advance, in equal
monthly installments of ___________________ Dollars ($_______). All rent has
been paid under the Lease through __________, 200_. No rent under the Lease has
been paid more than (1) month in advance, and no other sums have been deposited
with Landlord other than ______________ Dollars ($_______) deposited as security
under the Lease. Such security deposit is not subject to any set-off or
reduction or any increase for interest or other credit due to Ground Lessor.
Ground Lessor has no claims or defenses to the enforcement of the Lease by
Lessee. Ground Lessor has not rebated, reduced or waived any amounts due from
Lessee under the Lease.

     5.   Neither Ground Lessor nor Lessee is in default under the Lease beyond
any applicable cure period and no event has occurred which, with the giving of
notice or passage of time, or both, could result in such default. As of the date
of this estoppel certificate, there is no dispute between Ground Lessor and
Lessee, and there is no litigation between Ground Lessor and Lessee with respect
to the Lease or the Property. Ground Lessor has not received any notice of any
present violation of any federal, state, county or municipal laws, regulations,
ordinances, order or directives relating to use, operation or condition of the
Property. The Property is assessed as a separate parcel for real estate tax
purposes.

     6.   All obligations and conditions under the Lease to be performed to date
by Ground Lessor and Lessee (including, without limitation, Lessee's obligations
under Sections 3 and 6 of the Lease) have been satisfied, free of defenses and
set-offs, including all construction work at the Property.

     7.   If so requested by Purchaser, Ground Lessor shall send to any lender
of Purchaser copies of all notices sent by Ground Lessor under and pursuant to
the Lease.

     8.   Ground Lessor has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of Lessee's interest in the Lease.
Ground Lessor has not (a) applied for the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of the Property, (b) admitted in writing its inability to
pay its debts as they become due, (c) made a general assignment for the benefit
of its creditors, (d) filed a voluntary petition or commenced a voluntary case
or proceeding under the Federal Bankruptcy Code, (e) been adjudicated a bankrupt
or insolvent, (f) filed a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debts, (g) received any notice of any petition filed against it in
an involuntary case or proceeding under the Federal Bankruptcy Code, or (h)
taken any corporate, partnership, limited liability company or other action for
the purpose of effecting any of the foregoing.

EXECUTED as of the ______ day of ___________, 2003.

GROUND LESSOR:


________________________
________________________
________________________
________________________



                                   EXHIBIT "P"

                                    LICENSES

1.   Storm Water Drainage Permit (No. GSC00019) dated 12/23/02, issued by The
Connecticut Department of Environmental Protection relating to the Bristol Real
Property.

2.   Storm Water Drainage Permit (No. GSC00020) dated 12/23/02, issued by The
Connecticut Department of Environmental Protection relating to the New Britain
Real Property.

3.   Access Permit (No. 1213), issued by the State of Connecticut Department of
Transportation relating to the Bristol Real Property, and recorded in Volume
1126, Page 137.

4.   Access Permit (No. 1271) dated 5/16/95, issued by the State of Connecticut
Department of Transportation relating to the New Britain Real Property, and
recorded in Volume 1199, Page 847.



                                   EXHIBIT "Q"

                       CONFIGURATION OF SUBDIVIDED PARCELS

The final configuration of the subdivided parcels currently is being completed.
During the Inspection Period, Seller and Buyer shall finalize the plat of
subdivision separating the Continental Property from the Bristol Real Property.
Such plat shall be subject to the review and approval of Buyer and Seller (not
to be unreasonably withheld or delayed). Neither Seller nor Buyer will submit,
record or file any plat of subdivision or similar document unless and until the
other party shall have approved the same. Upon completion of the plat of
subdivision, Seller and Buyer shall amend this Agreement to attach such plat as
this Exhibit Q.



                                   EXHIBIT "R"

                        FORM OF FIRST AMENDMENT TO LEASE,
                       AND AGREEMENTAND MEMORANDUM THERETO

                                 [SEE ATTACHED]



                     FIRST AMENDMENT TO LEASE AND AGREEMENT

     THIS FIRST AMENDMENT TO LEASE AND AGREEMENT (this "FIRST AMENDMENT") is
made and entered into as of this ___ day of November 2003, by and among THE
ESTATE OF STEPHEN HUTT, as successor-in-interest to Stephen Hutt ("LANDLORD"),
and DESCO ASSOCIATES, a Connecticut limited partnership, and JOHN D. SCARRITT,
an individual (collectively, "TENANT").

                                    RECITALS:

     A.   Stephen Hutt and Tenant previously have executed and entered into that
certain Lease and Agreement dated as of August 15, 1994 (the "LEASE"), pursuant
to which the Tenant leases from Landlord the Leased Premises (as defined in the
Lease).

     B.   Landlord is the successor-in-interest to the landlord's right, title
and interest inand to the Lease.

     C.   Landlord and Tenant desire to amend the Lease to (a) grant to Tenant
the right to encumber its right, title and interest in, to and under the Lease
with a leasehold mortgage, (b) provide for Landlord's execution and delivery,
from time to time, of certain estoppel certificates and agreements, and (c)
amend certain other terms, provisions and conditions of the Lease, all as
hereinafter more particularly set forth.

                                   AGREEMENT:

     NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree and amend the Lease in the following respects only:

     1.   INTEGRATION OF THIS FIRST AMENDMENT; DEFINED TERMS. This First
Amendment and the Lease shall, for all purposes, be deemed to be one (1)
instrument. In the event there arises a conflict or inconsistency between the
terms and provisions of this First Amendment and the terms and provisions of the
Lease, the terms and provisions of this First Amendment shall, in all incidents,
control, govern and prevail. Capitalized terms used in this First Amendment and
not defined herein, but defined in the Lease, shall have the same meaning as
given in the Lease. The Lease and this First Amendment collectively shall
sometimes be referred to herein as the "AMENDED LEASE".

     2.   LANDLORD UNDER THE LEASE. Landlord represents and warrants that, as
successor to Stephen Hutt, it holds, owns and controls all of the landlord's
right, title and interest in, to and under the Lease, and that the Lease and
this First Amendment is binding upon and enforceable against Landlord.

     3.   LEASEHOLD MORTGAGE PROVISIONS. The following provisions are hereby
inserted as Section 6.01 of the Lease:

          "6.01 LEASEHOLD MORTGAGES. Notwithstanding anything to the contrary
     contained in this Lease, Tenant, or any sublessee, shall have the right to
     assign, pledge and/or transfer its right, title and interest in and to, and
     to grant security interests in, its leasehold or subleasehold estate as
     security and collateral for a loan made to Tenant or such subleasee. Tenant
     or any sublessee is hereby given the right by Landlord, in addition to any
     other rights



     herein granted, without Landlord's prior written consent, to (i) mortgage,
     encumber, pledge, assign, or grant a security interest in the Leasehold
     Estate (hereinafter defined) or any part or parts thereof, and (ii) assign
     this Lease, or any part or parts thereof, as collateral security for a
     Leasehold Mortgage(s) (hereinafter defined), upon the following terms,
     provisions and conditions:

          (i)     DEFINITIONS.

                  a.   The term "Leasehold Estate" as used in this Section 6.02
          shall mean Tenant's leasehold estate created by this Lease.

                  b.   The term "Leasehold Mortgage" as used in this Section
          6.02 shall include a mortgage, deed of trust, deed to secure debt, or
          other security instrument by which the Leasehold Estate is mortgaged,
          conveyed, assigned or otherwise transferred to secure indebtedness for
          borrowed money. The term "Leasehold Mortgage", whenever used herein,
          shall further include whatever security instruments are or may
          hereafter be used in the locale of the Leased Premises, such as,
          without limitation, deeds of trust, security deeds and conditional
          deeds, as well as financing statements, security agreements and other
          documentation required pursuant to the Uniform Commercial Code or
          other applicable law. The term "Leasehold Mortgage" whenever used
          herein shall also include any instruments required in connection with
          a sale-leaseback transaction with a Leasehold Mortgage.
          Notwithstanding the foregoing, there shall be no more than two (2)
          Leasehold Mortgages at any time.

                  c.   The term "Leasehold Mortgagee" as used in this Lease
          shall mean a holder or beneficiary of a Leasehold Mortgage.

          (ii)    Tenant shall notify Landlord of the identity and notice
     address for any Leasehold Mortgagee promptly after the closing of any loan
     secured by Tenant's Leasehold Estate. No surrender, termination, amendment
     or modification of this Lease by Tenant shall be effective as to any
     Leasehold Mortgagee unless consented to in writing by such Leasehold
     Mortgagee of which Landlord has been notified in writing. This provision
     shall not apply with respect to Tenant's surrender of this Lease, or the
     termination of this Lease, upon the expiration of the term set forth in
     Section 1.03 hereof.

          (iii)   Upon providing Tenant any notice of: (1) default under this
     Lease, (2) a termination of this Lease, or (3) any matter on which Landlord
     may predicate or claim a default, Landlord shall at the same time provide a
     copy of such notice to every Leasehold Mortgagee. A Leasehold Mortgagee
     shall have the right, but not the obligation, after its receipt of such
     notice, to cure any such default and such Leasehold Mortgagee shall be
     afforded (a) sixty (60) days to cure any such default or (b) if any such
     default is not curable within sixty (60) days, such longer period as may be
     required to complete such cure, including, without limitation, such time as
     may be required by such Leasehold Mortgagee to gain possession of Tenant's
     interest under this Lease, provided that such Leasehold Mortgagee notifies
     Landlord of its intention to cure such default and such Leasehold Mortgagee
     promptly commences and diligently pursues such cure to completion. Landlord
     shall accept such performance by or at the instigation of such Leasehold
     Mortgagee to take any such action at such Leasehold Mortgagee's option and
     does hereby authorize entry upon the Leased Premises by the Leasehold
     Mortgagee for such purpose, subject, however, to the

                                        2


     terms and provisions of this Lease.

          (iv)    If a Leasehold Mortgagee remedies, or causes to be remedied,
     the default or act or omissions specified in a default notice, then this
     Lease shall continue in full force and effect as if Tenant had not
     defaulted under this Lease. If such default, act or omission is not
     remedied prior to the expiration of any applicable cure period set forth in
     this Lease, then Landlord shall have all rights and remedies available to
     it under this Lease, at law and in equity.

          (v)     For the purposes of this Lease, the making of a Leasehold
     Mortgage shall not be deemed to constitute an assignment or transfer of
     this Lease or of the Leasehold Estate hereby created, nor shall any
     Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of
     this Lease or of the Leasehold Estate hereby created so as to require such
     Leasehold Mortgagee, as such, to assume the performance of any of the
     terms, covenants or conditions on the part of the Tenant to be performed
     hereunder, but the purchaser at any sale of this Lease and of the Leasehold
     Mortgage, or the assignee or transferee of this Lease and of the Leasehold
     Estate hereby created in any proceedings for the Leasehold Mortgage shall
     be deemed to be an assignee or transferee of this Lease, and such party
     shall be deemed to have agreed to perform all of the terms, covenants and
     conditions on the part of the Tenant to be performed hereunder from and
     after the date of such purchase and assignment, but only for so long as
     such purchaser or assignee is the owner of the Leasehold Estate.

          (vi)    Any Leasehold Mortgagee or other acquirer of the Leasehold
     Estate of Tenant pursuant to foreclosure, assignment in lieu of foreclosure
     or other proceedings may, upon acquiring Tenant's Leasehold Estate, sell
     and assign the Leasehold Estate on such terms and to such persons and
     organizations as are acceptable to such Leasehold Mortgagee or acquirer and
     thereafter be relieved of all obligations under this Lease.

          (vii)   In the event of the termination of this Lease as a result of
     Tenant's default or the rejection hereof by a trustee in bankruptcy for or
     by Tenant pursuant to any state or federal bankruptcy or similar law or
     code, Landlord shall, in addition to providing the notices of default and
     termination as required by subsection (ii) above of this Section 6.02,
     provide each Leasehold Mortgagee with written notice that the Lease has
     been terminated (the "Notice of Termination"), together with a statement of
     all sums which would at that time be due under this Lease but for such
     termination, and of all other defaults, if any, then known to Landlord.
     Landlord agrees to enter into a new lease ("New Lease") of the Leased
     Premises with such Leasehold Mortgagee or its designee for the remainder of
     the term of this Lease, effective as of the date of termination, at the
     rent and additional rent, and upon the terms, covenants and conditions
     (including all options to renew but excluding requirements which are not
     applicable or which have already been fulfilled) of this Lease, provided
     that the following requirements are satisfied:

                  a.   Such Leasehold Mortgagee shall make written request upon
          Landlord for such New Lease within sixty (60) days after the date such
          Leasehold Mortgagee receives the Notice of Termination of this Lease;
          and Leasehold Mortgagee's failure to so notify Landlord shall be
          deemed Leasehold Mortgagee's waiver of its rights under this
          subsection (vii).

                                        3


                  b.   Such Leasehold Mortgagee or its designee shall pay or
          cause to be paid to Landlord at the time of the execution and delivery
          of such New Lease, any and all sums which would at the time of
          execution and delivery thereof be due pursuant to this Lease but for
          such termination and, in addition thereto, all reasonable expenses,
          including reasonable attorney's fees, which Landlord shall have
          incurred by reason of such termination and the execution and delivery
          of the New Lease and which have not otherwise been received by
          Landlord from Tenant or other party in interest under Tenant. Upon the
          execution of such New Lease, Landlord shall allow to the tenant named
          therein as an offset against the sums otherwise due under this
          subsection (vii) or under the New Lease, an amount equal to the net
          income, if any, derived by Landlord from the Leased Premises during
          the period from the date of termination of this Lease to the date of
          the beginning of the term of such New Lease. In the event of a
          controversy as to the amount to be paid to Landlord pursuant to this
          subsection (vii), the payment obligation shall be satisfied if
          Landlord shall be paid the amount not in controversy, and the
          Leasehold Mortgagee or its designee shall agree to pay any additional
          sum ultimately determined to be due.

                  c.   Such Leasehold Mortgagee or its designee shall agree to
          attempt to remedy any of Tenant's defaults of which said Leasehold
          Mortgagee was notified.

                  d.   Landlord shall use commercially reasonable efforts to
          obtain a subordination, non-disturbance and attornment agreement from
          the holder of any mortgage, deed of trust or other security instrument
          encumbering fee title to the Leased Premises.

          (viii)  A standard clause naming Leasehold Mortgagee may be added to
     any and all insurance policies required to be carried by Tenant under this
     Lease.

          (ix)    So long as any Leasehold Mortgage is in existence, unless all
     Leasehold Mortgagees shall otherwise expressly consent in writing, fee
     title to the Leased Premises and the Leasehold Estate of Tenant therein
     created by this Lease shall not merge but shall remain separate and
     distinct, notwithstanding the acquisition of said fee title and said
     Leasehold Estate by Landlord or by Tenant or by a third party, by purchase
     or otherwise.

          (x)     Notices from Landlord to the Leasehold Mortgagee shall be
     mailed to the address furnished Landlord pursuant to subsection (ii) of
     this Section 6.02, and those from the Leasehold Mortgagee to Landlord shall
     be mailed to the address designated in Section 13.06 below. Such notices,
     demands and requests shall be given by the means set forth in, and shall be
     deemed delivered at the times provided in, Section 13.06 below. No notice
     of default, alleged default or potential default delivered by Landlord to
     Tenant shall be effective unless and until a copy thereof shall be
     delivered to all Leasehold Mortgagees of which Landlord has been notified.

          (xi)    No payment made to Landlord by a Leasehold Mortgagee shall
     constitute agreement that such payment was, in fact, due under the terms of
     this Lease; and a Leasehold Mortgagee having made any payment to Landlord
     pursuant to Landlord's wrongful, improper or mistaken notice or demand
     shall be entitled to the return of any such payment or portion thereof
     provided he shall have made demand therefor not later than six (6) months
     after the date of its payment.

                                        4


          (xii)   Landlord covenants and agrees that Tenant alone shall be
     entitled to all proceeds of, from and under any Leasehold Mortgage at any
     time and from time to time effected pursuant to this Lease, and Landlord
     shall not be entitled to, and shall not receive or have an interest in,
     such proceeds or any part thereof, and hereby directs lender under such
     Leasehold Mortgage to pay the aforesaid proceeds directly to Tenant and
     hereby covenants to execute any further documents which may be required by
     the aforesaid Leasehold Mortgagee for such purpose. If, nevertheless, the
     aforesaid Leasehold Mortgagee shall refuse to pay the proceeds of such
     Leasehold Mortgage to a party other than Landlord, or Landlord and Tenant
     jointly, then Landlord agrees to hold all checks (or other orders for the
     payment of money) or cash proceeds received by it from the said Leasehold
     Mortgagee, in trust, and to forthwith endorse (if necessary, but without
     recourse or warranty) and turn same over to Tenant."

     4.   CERTIFICATIONS AND ESTOPPEL CERTIFICATES AND AGREEMENTS. The following
is hereby inserted as Section 16.06 of the Lease:

          "16.06 ESTOPPEL CERTIFICATES. Landlord shall, from time to time,
     within fifteen (15) days after written request from Tenant, execute and
     deliver to Tenant or any proposed assignee, grantee, mortgagee, trustee or
     lender of Tenant, as applicable, the Form of Ground Lessor Estoppel
     Certificate attached hereto as Exhibit B and made a part hereof.
     Additionally, Landlord shall, within fifteen (15) days after written
     request from Tenant, execute and deliver to Tenant and any proposed
     mortgagee, trustee or lender of Tenant, as applicable, the Form of Ground
     Lessor Estoppel and Agreement attached hereto as Exhibit C and made a part
     hereof."

     5.   CONDITIONAL ASSIGNMENT OF RENTALS. Landlord hereby confirms,
acknowledges and agrees that the conditional assignment of rents, income and
profits contained in Section 15.01 of the Lease (a) relates only to rents,
income and/or profits received by Tenant exclusively in connection with the
operation and rental of the Leased Premises (and not of any other portion of the
shopping center of which the Leased Premises may be a part, including, without
limitation, the portion of the shopping center currently leased by Shaw's
Supermarkets, Inc.), and (b) does not constitute an assignment or pledge of any
rents, income or profits relating to Tenant's ownership, operation, management,
leasing or rental of any property other than the Leased Premises.

     6.   BROKERS. Landlord and Tenant each represent and warrant to the other
that they have not dealt with any brokers in connection with this First
Amendment. Landlord and Tenant each agree to defend, indemnify and hold the
other harmless from and against any and all claims by any broker or for fees,
commissions or other compensation to the extent such broker alleges to have been
retained by the indemnifying party in connection with the negotiation, execution
and delivery of this First Amendment. The provisions of this Section 6 shall
survive the expiration or other termination of the Amended Lease.

     7.   SEVERABILITY. If any provision of this First Amendment or the
application thereof to any person or circumstance is or shall be deemed illegal,
invalid or unenforceable, the remaining provisions of this First Amendment shall
remain in full force and effect and this First Amendment shall be interpreted as
if such illegal, invalid or unenforceable provision did not exist.

     8.   FULL FORCE AND EFFECT; BINDING EFFECT. Except to the extent expressly
stated or modified in this First Amendment, all other terms, provisions,
covenants and conditions of the Lease

                                        5


shall remain and continue in full force and effect as originally written and
shall apply to this First Amendment as if set forth in their entirety herein.
Each provision of the Amended Lease, including this First Amendment, shall
extend to and shall bind and inure to the benefit of Landlord and Tenant and
their respective heirs, legal representatives, successors and assigns.

     9.   TIME OF ESSENCE. Time is of the essence of this First Amendment.

     10.  ENTIRE AGREEMENT. This First Amendment and the Lease contain the
entire agreement between Landlord and Tenant with respect to Tenant's leasing of
the Leased Premises.

     11.  COUNTERPARTS. This First Amendment may be executed in separate
counterparts, each of which shall constitute an original copy hereof, but all of
which shall constitute but one and the same agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

                                        6


     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed and delivered as of the date and year first above written.

                             LANDLORD:

                             THE ESTATE OF STEPHEN HUTT, successor-in-
                             interest to Stephen Hutt

- ------------------
Witness
                             By:
                                ------------------------------------------------
- ------------------                 Earl Temchim
Witness                            Executor


                             TENANT:

                             DESCO ASSOCIATES, a Connecticut limited partnership

- ------------------
Witness
                             By:
                                ------------------------------------------------
- ------------------                 John D. Scarritt
Witness                            General Partner



- ------------------           ---------------------------------------------------
Witness                      JOHN D. SCARRITT, an individual


- ------------------
Witness

                                        7


STATE OF _______      )
                      )SS
COUNTY OF_______      )

     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that Earl Temchim,
the Executor of The Estate of Stephen Hutt (the "Estate"), to me personally well
known and known to be the person who signed the foregoing instrument, and who,
being duly sworn, stated and acknowledged that he is the Executor of The Estate,
and that he signed and delivered the same on behalf of the Estate, with
authority, as his and its free and voluntary act and deed, and as the free and
voluntary act of the Estate, for the uses and purposes therein mentioned and set
forth.

     GIVEN under my hand and notarial seal this _____ day of __________, 2003.



                                        -----------------------------------
                                        Notary Public

My Commission Expires:



STATE OF _______      )
                      )SS
COUNTY OF_______      )


     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that
John D. Scarritt, the sole General Partner of Desco Associates, a Connecticut
limited partnership (the "Company"), to me personally well known and known to be
the person who signed the foregoing instrument, and who, being duly sworn,
stated and acknowledged that he is the sole General Partner of the Company, and
that he signed and delivered the same on behalf of the Company, with authority,
as his and its free and voluntary act and deed, and as the free and voluntary
act of the Company, for the uses and purposes therein mentioned and set forth.

     GIVEN under my hand and notarial seal this _____ day of __________, 2003.


                                        -----------------------------------
                                        Notary Public

My Commission Expires:



STATE OF _______            )
                            )SS
COUNTY OF_____              )


     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that
John D. Scarritt, an individual, to me personally well known and known to be the
person who signed the foregoing instrument, and who, being duly sworn, stated
and acknowledged that he signed and delivered the same on his own behalf and as
his and its free and voluntary act and deed, for the uses and purposes therein
mentioned and set forth.

     GIVEN under my hand and notarial seal this _____ day of __________, 2003.


                                        -----------------------------------
                                        Notary Public

My Commission Expires:



                               EXHIBIT B TO LEASE

                   FORM OF GROUND LESSOR ESTOPPEL CERTIFICATE

TO:
     ________________________

     ________________________

     ________________________

RE:  30 foot right of way, Farmington Avenue & Lewis Street originally granted
     in a deed from DESCO Associates to Irwin Hutt dated October 5, 1972 and
     recorded in Volume 605 at Page 767 of the Bristol Land Records (the
     "Property")


Ladies and Gentlemen:

     The following statements are made with the knowledge that ________________,
and their respective successors and assigns (individually and collectively, as
applicable, "Purchaser"), and their respective lenders and/or investors are
relying on them in connection with the acquisition and financing of the Property
by Purchaser and, in connection therewith, the assignment of the Lease (defined
below) to Purchaser. Accordingly, Purchaser and its respective lenders,
successors, assigns and successor owners of the Property may rely on such
statements for that purpose.

     The undersigned ("Ground Lessor"), being the legal successor in interest to
the original lessor under the Lease covering the Property, hereby certifies,
represents, warrants, covenants and agrees as follows:

     1.   Ground Lessor is the lessor under a lease with _____________("Lessee")
dated August 15, 1994 (the "Lease"). The Lease demises to Lessee the exclusive
use of the Property. The initial term of the Lease commenced on or about January
1, 1995, and will expire on December 31, 2093. There have been no amendments,
modifications, revisions or supplements to the Lease, and there are no other
agreements of any kind between Ground Lessor and Lessee regarding the Property.
Ground Lessor has not assigned or transferred its right, title and interest in,
to and under the Lease or the Property.

     2.   The Lease has been duly authorized and executed by Ground Lessor's
predecessor-in-interest, is binding upon and enforceable against Ground Lessor,
and is in good standing and in full force and effect. Attached is a true,
correct and complete copy of the Lease.

     3.   Ground Lessor hereby consents to the assignment of Lessee's interest
in, to and under the Lease to Purchaser. Ground Lessor, for itself, its
successors and assigns, hereby confirms that (a) it has no right to consent to
or approve of, or to require any third party to consent to or approve of, the
renovation, remodelling, rebuilding, maintenance and repair of any of the
improvements and other structures located upon the Property, and (b) until the
expiration or earlier termination of the Lease, Ground Lessor has no right,
title or interest in or to any improvements or other structures located on the
Property.

     4.   Lessee is currently obligated to pay rent under the Lease in the
annual amount of _____________ Dollars ($_______), payable, in advance, on the
first day of March of each calendar



year. All rent has been paid under the Lease through ______________. No rent
under the Lease has been paid more than (1) year in advance, and no other sums
have been deposited with Landlord as security under the Lease. Notwithstanding
the foregoing, the Lease provides for the assignment of a whole life insurance
policy on the life of John D. Scarritt, with a death benefit of $250,000.00,
which policy was heretofore delivered from Lessee to Ground Lessor and the
income or dividends of the policy will serve to pay directly, all or as the case
may be, a portion of the rental due from the twenty-first year through the
ninety-ninth year of the Lease, all as provided in the Lease. Ground Lessor has
no claims or defenses to the enforcement of the Lease by Lessee. Ground Lessor
has not rebated, reduced or waived any amounts due from Lessee under the Lease.
Ground Lessor confirms that Ground Lessor, and not Lessee, is responsible for
the payment of any and all general and/or special real estate, ad valorem and
other taxes and assessments attributable to or levied or assessed against the
Property.

     5.   Neither Ground Lessor nor Lessee is in default under the Lease beyond
any applicable cure period and no event has occurred which, with the giving of
notice or passage of time, or both, could result in such default. As of the date
of this estoppel certificate, there is no dispute between Ground Lessor and
Lessee, and there is no litigation between Ground Lessor and Lessee with respect
to the Lease or the Property. Ground Lessor has not received any notice of any
present violation of any federal, state, county or municipal laws, regulations,
ordinances, order or directives relating to use, operation or condition of the
Property. The Property is assessed as a separate parcel for real estate tax
purposes.

     6.   All obligations and conditions under the Lease to be performed to date
by Ground Lessor and Lessee have been satisfied, free of defenses and set-offs,
including all construction work at the Property.

     7.   If so requested by Purchaser, Ground Lessor shall send to any lender
of Purchaser copies of all notices sent by Ground Lessor under and pursuant to
the Lease.

     8.   Ground Lessor has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of Lessee's interest in the Lease.
Ground Lessor has not (a) applied for the appointment of, or the taking of
possession by, a receiver, custodian, trustee or liquidator of itself or of all
or a substantial part of the Property, (b) admitted in writing its inability to
pay its debts as they become due, (c) made a general assignment for the benefit
of its creditors, (d) filed a voluntary petition or commenced a voluntary case
or proceeding under the Federal Bankruptcy Code, (e) been adjudicated a bankrupt
or insolvent, (f) filed a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, winding-up or composition or
adjustment of debts, (g) received any notice of any petition filed against it in
an involuntary case or proceeding under the Federal Bankruptcy Code, or (h)
taken any corporate, partnership, limited liability company or other action for
the purpose of effecting any of the foregoing.

                                       12


EXECUTED as of the _____ day of __________________, 20__.

GROUND LESSOR:


____________________________________

____________________________________

____________________________________


By:
   ---------------------------------
       Name:
            ------------------------
       Its:
           -------------------------



                               EXHIBIT C TO LEASE

                  FORM OF GROUND LESSOR ESTOPPEL AND AGREEMENT

     WHEREAS, ________________ (hereinafter "Landlord"), or its predecessor in
interest, has heretofore leased certain lands described on Exhibit A attached
hereto (hereinafter the "Premises") to _____________, as assigned by assignment
dated ____________ to ____________________ (hereinafter "Tenant"), or its
predecessor in interest, pursuant to an agreement of lease, as more particularly
described on Exhibit B, (as same may have been amended, modified, substituted or
extended, hereinafter the "Lease");

     WHEREAS, Tenant seeks to obtain from ___________________, having an office
at _____________________ (hereinafter "Lender") a loan in the approximate amount
of $ _____________ (hereinafter the "Loan") secured by a first leasehold
mortgage upon Tenant's interest as tenant under the Lease in the Premises (the
"Leasehold Mortgage");

     WHEREAS, the Lease provides that the Landlord will, from time to time at
the request of the Tenant, consent to leasehold mortgages and issue estoppel
certificates and modifications to the Lease subject to certain conditions; and

     WHEREAS, Lender is unwilling to make the Loan unless Landlord reaffirms to
Lender that the provisions of the Lease respecting leasehold mortgages are
restated and confirmed for Lender's benefit and certain modifications are made
with Lender with respect to Lender's rights as the holder of the Leasehold
Mortgage.

     NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby certifies to and agrees with Lender as follows:

     1.   Landlord hereby consents to the granting by Tenant of a mortgage on
Tenant's interest pursuant to the Lease to Lender. Notwithstanding anything in
the Lease to the contrary, Landlord hereby agrees that any involuntary transfer
of Tenant's interest in the Lease to Lender, its successors or assigns shall not
constitute an event that terminates the Lease or entitles Landlord to terminate
the Lease.

     2.   All of the leasehold mortgagee protection provisions contained in the
Lease that inure to the benefit of leasehold mortgagees or their successors and
assigns are hereby incorporated into this agreement by reference and restated
and confirmed by Landlord for the benefit of Lender, its successors and assigns.

     3.   Landlord hereby agrees that the Lease shall not be modified,
terminated, amended, altered or cancelled, nor shall a surrender of the Premises
be accepted by Landlord, without the prior written consent of Lender, and that
any such action taken without Lender's consent shall not be binding on Tenant or
Lender.

     4.   Landlord hereby covenants and agrees that, in the event that (i) the
Lease is terminated for any reason including, without limitation, as a result of
a rejection of the Lease in a bankruptcy proceeding, upon Lender's request, or
(ii) Lender affects a foreclosure of Tenant's interest in the lease, or accepts
a deed in lieu of such foreclosure, Landlord shall enter into a new ground lease
with Lender and such new ground lease shall be upon the same terms and
conditions of



the unexpired term of the Lease immediately prior to such termination.

     5.   Landlord hereby confirms with respect to the new ground lease referred
to in paragraph 4 above that, should Lender become the tenant under a new lease:

          (a)  title to all improvements now owned by Tenant, situate on the
     Premises shall automatically vest in Lender; and

          (b)  Landlord shall promptly assign to Lender all space leases and
     subleases under which the tenants have attorned, with consent of Lender, to
     Landlord.

     6.   Notwithstanding anything to the contrary in the Lease, in connection
with any new lease entered into with Lender pursuant to paragraph 4 above, (i)
Landlord shall guarantee possession of the Premises to Lender or its successors
and assigns provided that any such party shall comply with the terms and
provisions of the Lease, and (ii) Landlord shall not disturb the possession of
any subtenants.

     7.   Landlord hereby covenants and agrees that the Leasehold Mortgage shall
not be subject or subordinate to any mortgage encumbering the fee estate of the
Premises.

     8.   Landlord hereby covenants and agrees that Landlord shall deliver to
Lender written notice of any default by Tenant under the Lease simultaneously
with sending such notice to Tenant and that no notice of default given to
Tenant, and no exercise of any remedy by Landlord as a result of any such
default, shall be effective unless such notice shall have been delivered to
Lender. Landlord hereby further covenants and agrees that Lender shall have the
right, but not the obligation, to cure any default by Tenant under the Lease and
Lender shall be afforded (a) 60 days to cure any such default or (b) in the
event that any such default cannot, with reasonable diligence, be cured within
60 days, such longer period as may be required to complete such cure including,
without limitation, such time as may be required for Lender to gain possession
of Tenant's interest under the Lease, provided that Lender notifies Landlord of
its intention to cure such default and Lender promptly commences and diligently
pursues such cure to completion.

     9.   Landlord hereby agrees that Tenant shall have the right to assign or
sublet Tenant's interest under the Lease to Lender, its successor or assign
without the consent of Landlord.

     10.  Landlord hereby covenants and agrees (i) that Lender shall be entitled
to participate in any settlement regarding insurance or condemnation proceeds or
awards, to collect and hold any such proceeds or awards and to determine and
direct whether any such proceeds or awards are made available for the
restoration of the Premises or are applied to the repayment of the Loan, and
(ii) following a casualty or condemnation, the Lease may not be cancelled,
terminated or modified without Lender's consent (except for an abatement of
ground rent pursuant to the Lease).

     11.  Landlord hereby agrees that Lender shall have the right to exercise
any option to renew the term of the Lease if the Tenant shall fail to exercise
any such option.

     12.  Landlord hereby covenants and agrees that Lender shall be entitled to
participate in any arbitration proceeding pursuant to the Lease.

     13.  Landlord hereby certifies as follows:



          (a)  Landlord is the owner of the fee simple estate in the Premises
     and is the landlord under the Lease.

          (b)  Tenant is the owner of the leasehold estate in the Premises and
     is the tenant under the Lease.

          (c)  The Lease is in full force and effect and in accordance with its
     terms and has not been further assigned, supplemented, modified or
     otherwise amended except as set forth in Exhibit B attached hereto.

          (d)  To the best of Landlord's knowledge, no default has occurred on
     Tenant's part under the Lease or under any other agreement described in
     Exhibit B attached hereto nor is there any existing condition that could
     give rise to such a default after notice and/or failure to cure.

          (e)  To the best of Landlord's knowledge, Tenant has no offsets,
     counterclaims, defenses, deductions or credits whatsoever with respect to
     the Lease, or any amounts owing under any other agreement described in
     Exhibit B attached hereto, except as set forth in Exhibit B attached
     hereto.

          (f)  None of the matters set forth in Exhibit B attached hereto are
     untrue or incorrect and, without limitation on the foregoing, there are,
     with respect to the Lease, no options to renew or extend, and no security
     deposits or prepaid rent or liens, except as set forth therein.

          (g)  Except as set forth in Exhibit B attached hereto, there do not
     exist any other agreements (including Subordination, Non-Disturbance and
     Attornment Agreements) concerning the Premises, whether oral or written
     between Landlord and Tenant (or their respective predecessors or
     successors) under the Lease.

          (h)  As of date hereof, no basic rent or additional rent is due from
     Tenant under the Lease, except as set forth in Exhibit B attached hereto.
     The basic rent currently payable by Tenant under the Lease is $_______ per
     annum. Basic rent due under the Lease has been paid through ______________.

          (i)  The term commencement date of the Lease was _________________,
     and the term of the Lease shall expire on __________________ (if not
     extended).

          (j)  Landlord has not assigned, conveyed, transferred, sold,
     encumbered or mortgaged its interest in the Lease or the Premises and there
     are currently no mortgages, deeds of trust or other security interests
     encumbering Landlord's fee interest in the Premises and no third party has
     an option or preferential right to purchase all or any part of the
     Premises.

          (k)  Landlord has not received written notice of any pending eminent
     domain proceedings or other governmental actions or any judicial actions of
     any kind against the Landlord's interest in the Premises.

          (l)  Landlord has not received written notice that it is in violation
     of any governmental law or regulation applicable to its interest in the
     Premises and its operation



     thereon, including, without limitation, any environmental laws or the
     Americans with Disabilities Act, and has no reason to believe that there
     are grounds for any claim or such violation.

     This Estoppel and Agreement and the representations and agreements made
herein are given with the understanding that this Estoppel and Agreement
constitutes a material inducement for Lender in making that Loan to Tenant and
that Lender shall rely hereon in making the Loan to Tenant. This Estoppel and
Agreement and the representations and agreements made herein shall inure to the
benefit of Lender, its successors and assigns and shall be binding on Landlord,
its heirs, legal representatives, successors and assigns. In the event of a
conflict between the terms and provisions of this Estoppel and Agreement and the
terms and provisions of the Lease, the terms and provisions of this Estoppel and
Agreement shall control. To the extent that this Estoppel and Agreement modifies
the terms and provisions of the Lease, such modification shall be deemed to be
an amendment of the Lease and the parties hereto shall be estopped from denying
the effectiveness of the modifications effected hereby.

     This Estoppel and Agreement may be executed in any number of counterparts,
each of which shall be effective only upon delivery and thereafter shall be
deemed an original, and all of which shall be taken to be one and the same
instrument, for the same effect as if all parties hereto had signed the same
signature page. Any signature page of this Estoppel and Agreement may be
detached from any counterpart of this Estoppel and Agreement without impairing
the legal effect of any signatures thereon and may be attached to another
counterpart of this Estoppel and Agreement identical in form hereto but having
attached to it one or more additional signature pages.

     Executed this _____ day of ___________, 20__.


                                            LANDLORD:


                                            ----------------------------------
                                            By:
                                                ------------------------------

                                            TENANT:


                                            ----------------------------------
                                            By:
                                                ------------------------------



                           EXHIBIT A TO FORM OF GROUND
                          LESSOR ESTOPPEL AND AGREEMENT



                           EXHIBIT B TO FORM OF GROUND
                          LESSOR ESTOPPEL AND AGREEMENT



THIS DOCUMENTS WAS
PREPARED BY AND WHEN
RECORDED RETURNED TO:

Michael J. Moran, Esq.
The Inland Real Estate Group, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523


              MEMORANDUM OF FIRST AMENDMENT TO LEASE AND AGREEMENT

     THIS MEMORANDUM FIRST AMENDMENT TO LEASE AND AGREEMENT (this "MEMORANDUM")
is made and entered into as of this _____ day of November, 2003, by and among
THE ESTATE OF STEPHEN HUTT, as successor-in-interest to Stephen Hutt
("LANDLORD"), and DESCO ASSOCIATES, a Connecticut limited partnership ("DESCO"),
and JOHN D. SCARRITT, an individual (collectively with DESCO, "TENANT").

                                 R E C I T A L S

     A.   Landlord owns fee title to that certain property legally described on
Exhibit A attached hereto and made a part hereof (the "Landlord Parcel").

     B.   DESCO owns fee title to that certain property legally described in
Exhibit B attached hereto and made a part hereof.

     C.   Stephen Hutt and Tenant previously have executed and entered into that
certain Lease and Agreement dated as of August 15, 1994 (the "LEASE"), pursuant
to which the Tenant leases from Landlord the Leased Premises (as defined in the
Lease).

     D.   The Leased Premises comprise a part of the Landlord Parcel.

     E.   Landlord is the successor-in-interest to the landlord's right, title
and interest in and to the Lease.

     F.   Landlord and Tenant amended the Lease pursuant to that certain First
Amendment to Lease and Agreement (the "AMENDMENT") dated as of November _____,
2003.

     G.   Landlord and Tenant have entered into this Memorandum for recording
purposes.

     NOW THEREFORE, for and in consideration of the premises and the mutual
promises hereinafter set forth and set forth in the Amendment, Landlord and
Tenant do hereby covenant, promise and agree as follows:



     1.   DEFINITIONS. Capitalized terms used but not otherwise defined herein
shall have the respective meanings ascribed to them in the Lease and the
Amendment.

     2.   NOTICE OF AMENDMENT. Landlord and Tenant have executed and entered
into the Amendment. Reference is hereby made to the Amendment for all terms and
provisions thereof.

     3.   SEVERABILITY. If any provision of this Memorandum or the application
thereof to any person or circumstance is or shall be deemed illegal, invalid or
unenforceable, the remaining provisions of this Memorandum shall remain in full
force and effect and this Memorandum shall be interpreted as if such illegal,
invalid or unenforceable provision did not exist.

     4.   FULL FORCE AND EFFECT; BINDING EFFECT. Nothing contained in this
Memorandum is intended to or shall amend or modify any of the terms or
provisions of the Amendment. In the event of a conflict between the terms and
provisions of this Memorandum and the terms and provisions of the Amendment, the
terms and provisions of the Amendment shall, in all incidents, control, govern
and prevail. Except to the extent expressly stated or modified in the Amendment,
all terms, provisions, covenants and conditions of the Lease shall remain and
continue in full force and effect as originally written. All rights, covenants,
conditions, agreements, restrictions and reservations contained in this
Memorandum shall run with the land and shall inure to the benefit of and shall
be binding upon Landlord and Tenant and their respective heirs, legal
representatives, successors and assigns.

     5.   ENTIRE AGREEMENT. This Memorandum, the Amendment and the Lease contain
the entire agreement of Landlord and Tenant with respect to Tenant's leasing of
the Leased Premises.

     6.   COUNTERPARTS. This Memorandum may be executed in separate
counterparts, each of which shall constitute an original copy hereof, but all of
which shall constitute but one and the same agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

                                        2


     IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum as of
the day and year first above-written.

                             LANDLORD:

                             THE ESTATE OF STEPHEN HUTT, successor-in-
                             interest to Stephen Hutt

- -----------------
Witness

                             By:
                                ------------------------------------------------
- -----------------                   Earl Temchim
Witness                             Executor


                             TENANT:

                             DESCO ASSOCIATES, a Connecticut limited partnership

- -----------------
Witness

                             By:
                                ------------------------------------------------
- -----------------                   John D. Scarritt
Witness                             General Partner



- -----------------            ---------------------------------------------------
Witness                      JOHN D. SCARRITT, an individual


- -----------------
Witness

                                        3


STATE OF ________    )
                     )SS
COUNTY OF _______    )


     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that Earl Temchim,
the Executor of The Estate of Stephen Hutt (the "Estate"), to me personally well
known and known to be the person who signed the foregoing instrument, and who,
being duly sworn, stated and acknowledged that he is the Executor of The Estate,
and that he signed and delivered the same on behalf of the Estate, with
authority, as his and its free and voluntary act and deed, and as the free and
voluntary act of the Estate, for the uses and purposes therein mentioned and set
forth.

     GIVEN under my hand and notarial seal this ______ day of _____________,
2003.


                                          -----------------------------------
                                          Notary Public

My Commission Expires:



STATE OF ________    )
                     )SS
COUNTY OF _______    )


     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that John
D. Scarritt, the sole General Partner of Desco Associates, a Connecticut limited
partnership (the "Company"), to me personally well known and known to be the
person who signed the foregoing instrument, and who, being duly sworn, stated
and acknowledged that he is the sole General Partner of the Company, and that he
signed and delivered the same on behalf of the Company, with authority, as his
and its free and voluntary act and deed, and as the free and voluntary act of
the Company, for the uses and purposes therein mentioned and set forth.

     GIVEN under my hand and notarial seal this ______ day of _____________,
2003.


                                          -----------------------------------
                                          Notary Public

My Commission Expires:



STATE OF ________    )
                     )SS
COUNTY OF _______    )


     The undersigned, a Notary Public within and for said County, in the State
aforesaid, duly commissioned and acting, do hereby certify that John
D. Scarritt, an individual, to me personally well known and known to be the
person who signed the foregoing instrument, and who, being duly sworn, stated
and acknowledged that he signed and delivered the same on his own behalf and as
his and its free and voluntary act and deed, for the uses and purposes therein
mentioned and set forth.

     GIVEN under my hand and notarial seal this ______ day of _____________,
2003.


                                          -----------------------------------
                                          Notary Public

My Commission Expires:

                                        6


                                    EXHIBIT A

                    LEGAL DESCRIPTION OF THE LANDLORD PARCEL



                                    EXHIBIT B

                    LEGAL DESCRIPTION OF THE TENANT PROPERTY



                                   SCHEDULE 1

                                   DEFINITIONS

CONTRACTS:     Any and all written and oral: (i) management, leasing, service,
               construction, architect, development, maintenance, operating,
               repair and other contracts, agreements and commitments (excluding
               the Leases) in any way relating to the Property or any part
               thereof; (ii) equipment leases and all rights and options of
               Seller thereunder relating to equipment or property located in or
               upon the Real Property or used in connection therewith; and (iii)
               guarantees and warranties in effect with respect to the Property
               or any portion thereof.

INTANGIBLE
PERSONAL
PROPERTY:      Any and all logos, designs, trade names, trademarks, service
               marks, copyrights and other intellectual property, if any, owned
               and used by Seller in connection with the ownership and operation
               of the Property or any part thereof, together with the goodwill
               of the business appurtenant thereto and any name or names by
               which the Property is commonly known.

LEGAL
REQUIREMENTS:  Any and all laws, statutes, codes, acts, ordinances, orders,
               judgments, decrees, injunctions, rules, regulations, permits,
               licenses, authorizations, orders, directions and requirements of
               all governments and governmental authorities having jurisdiction
               of the Property (including, for purposes hereof, any local Board
               of Fire Underwriters), and the operation thereof.

LICENSES:      Any and all licenses, franchises, certifications, authorizations,
               approvals and permits, if any, issued or approved by any
               governmental authority and relating to Seller's operation,
               ownership and maintenance of the Property or any part thereof.

PERMITTED
TITLE
EXCEPTIONS:    With respect to each Parcel, the matters shown on the Survey of
               such Parcel and matters of record referenced in the Title
               Commitment for such Parcel and approved (or deemed approved) by
               Buyer as provided in Section 6 of the Purchase and Sale Agreement
               to which this Schedule 1 is attached.

PROPERTY:      Collectively, the Real Property, the Tangible Personal Property,
               the Intangible Personal Property, the Hutt Lease, the Contracts,
               the Leases and the Licenses.

SURVEY:        Separate, current as-built surveys of each Parcel of the Real
               Property (including the real property demised by the Hutt Lease)
               prepared by a surveyor licensed by the State of Connecticut and
               certified to Buyer,



               Buyer's lender, if any, the Title Insurer and such other parties
               as Buyer shall designate, to be prepared in accordance with the
               Accuracy Standards and Minimum Standard Detail Requirements for
               ALTA-ACSM Land Title Surveys as adopted by the American Land
               Title Association, the American Congress on Surveying and Mapping
               and the National Society of Professional Surveyors in 1999, and
               prepared in accordance with the items set forth in the Surveyor's
               Certificate attached hereto as Schedule 1-A. The Surveys also
               shall include and depict the following matters: (a) zoning
               classification of the Real Property and all uses permitted under
               such zoning classification; (b) all zoning and recorded setback
               requirements and building height requirements; (c) zoning parking
               requirements (including handicapped requirements); (d) height and
               square footage of all buildings and structures located upon the
               Real Property (including the real property demised by the Hutt
               Lease); (e) the distances of all buildings and structures located
               upon the Property (including the real property demised by the
               Hutt Lease) to the property boundary lines; (f) the points at
               which all utilities enter the Property; (g) actual number and
               size of parking spaces (including handicapped), all of which must
               be shown on the plat as striped; (h) metes and bounds legal
               description of the Real Property (including the real property
               demised by the Hutt Lease); (i) list of all title exceptions
               referenced in the Title Commitment; (j) all matters referenced in
               the Title Commitment must be accurately depicted on the plat, or,
               if not plottable, the surveyor should indicate the same; (k) a
               statement from the surveyor that the Real Property has access to
               publicly dedicated roadways, and identifying such roadways by
               name; (l) a list of any encroachments from the Real Property onto
               adjacent property, from adjacent property onto the Real Property,
               and of any building or other structures on the Real Property onto
               or over any easements that encumber the Real Property or any
               building/setback lines; (m) a list of all tax parcel
               identification numbers relating to the Property (together with a
               statement that such parcel numbers constitute all of the parcel
               numbers related to the Property and such parcel numbers do not
               relate to any other property); and (n) a statement that the
               property depicted on the Survey is the same property described in
               the Title Commitment.

TANGIBLE
PERSONAL
PROPERTY:      Any and all machinery, equipment, fixtures, furnishings and other
               tangible personal property owned by Seller and situated in or
               upon or used in connection with the operation or maintenance of
               the Real Property or any part thereof, and all replacements,
               additions or accessories thereto between the date hereof and the
               Closing Date, but excluding personal property owned by the
               tenants under the Leases.

TITLE
COMMITMENT:    Separate commitments for 1992 ALTA Owner's (and, with respect to
               the Second Parcel, Leasehold) Title Insurance Policies for each
               Parcel of the Real Property issued by the Title Insurer in the
               amount of the Price allocated to each Parcel as set forth on
               Exhibit L to this Agreement,



               covering title to each Parcel of the Real Property on or after
               the date hereof, showing Seller as owner of each Parcel of the
               Real Property in fee simple (and, with respect to the Second
               Parcel, as the owner of the ground lessee interest in, to and
               under the Hutt Lease), and providing for full extended coverage
               over all general title exceptions contained in such policies and
               containing the following special endorsements (collectively, the
               "Special Title Endorsements"): Zoning Endorsement 3.1 (amended to
               include parking), owner's comprehensive, access, survey (legal
               description equivalency), separate tax parcel, contiguity (if
               applicable), waiver of creditor's rights, environmental
               protection lien, encroachment (if applicable), utility facility,
               subdivision, location, deletion of the arbitration provision, and
               any other endorsements required by Buyer or Buyer's lender, if
               any.

TITLE INSURER: Chicago Title Insurance Company, 171 North Clark Street, Chicago,
               Illinois 60601.



                                  SCHEDULE 1-A

                             SURVEYOR'S CERTIFICATE

CERTIFIED TO:  Inland Real Estate Acquisitions, Inc., its successors and assigns
               [Name of the individual property owner], its successors and
               assigns
               [Name of Title Company]
               [Name of Lender], its successors/assigns

The undersigned does hereby certify that (i) this survey was made upon the
ground of the property reflected hereon on _________, 2003 under my supervision,
for the benefit of and reliance by Inland Real Estate Acquisitions, Inc., its
successors and assigns, [Name of the individual property owner], its successors
and assigns, [Name of Title Insurance Company], and [Name of Lender], its
successors/assigns, and correctly shows and represents the property reflected
hereon (including the gross square footage thereof) and the locations of all
buildings, structures and other improvements (including the gross square footage
thereof) and visible items (including all parking spaces (and a count thereof)
located upon the property and the sizes of such parking spaces) and known
utilities located thereon, and the relation of all such buildings, structures
and other improvements to the property lines of the property reflected hereon;
(ii) the description of the property contained hereon is correct and the
physical evidence of boundary lines and lines of possession or occupancy have
been shown and proper notation made where in conflict with the legal
description, and such boundary lines "close" by engineering calculations; (iii)
the property reflected hereon has physical and legal access to and from a
dedicated public roadway, and the public roads, highways, streets and alleys
running adjacent to or upon the property reflected hereon are shown; (iv) except
as shown hereon, there are no discrepancies, conflicts, shortages in area,
encroachments (from the property reflected hereon onto any adjacent property,
including streets, roadways and alleys, and/or from any adjacent property,
including streets, roadways and alleys, onto the property reflected hereon),
visible improvements, overlapping of improvements, set-back and/or building
lines, easements (and no evidence on the ground of use of the property that
might suggest a possible claim of easement), rights-of-way, drainage ditches,
power lines or roadways that affect the property reflected hereon, or, to the
undersigned's knowledge, after diligent inquiry, platted utilities that affect
the property reflected hereon; (v) there are no gaps, gores, or overlaps between
parcels or roads, highways, streets, or alleys and all parcels that comprise the
property reflected hereon are contiguous; (vi) the property reflected hereon is
a separate tax lot; (vii) all utilities for the operation of the property
reflected hereon are available at the lot lines, enter said tract through said
tract at adjoining public streets and do not run through or under any buildings
or improvements not located on the property reflected hereon; (viii) there are
no violations of zoning ordinances, restriction or other regulations with
reference to the location of all buildings, structures and improvements situated
on the property reflected hereon and the number and configuration of parking
spaces; (ix) the gross and net areas (both acreage and square footage) shown
hereon are correct and there are no boundary line discrepancies and no
deficiencies in the quantity of the land described in the legal description of
the property reflected; (x) this property lies in Flood Zone ____ according to
Flood Insurance Rate Maps for the City of _____, Community Panel No. __________,
dated ___________________ and issued by the Federal Emergency Management, and
(xi) this survey conforms with the "Minimum Standard Detail Requirements of
ALTA/ACSM Land Title Surveys", jointly established and adopted by American Land
Title Association (AALTA@) and American Congress on Surveying and Mapping
("ACSM") in 1999, and includes Table "A" items 1, 2, 3, 4, 6, 7(a)-(c), 8, 9,
10, 11(a) and (b), 13, 14, 15 and 16 therein. This Survey correctly shows (i)



the zoning classification of the Property, (ii) the permitted uses within such
classification, (iii) the parking requirements of the zoning code applicable to
the subject property, and (iv) the source of such information. Pursuant to the
Accuracy Standards as adopted by ALTA and ACSM and in effect on the date of this
certification, the undersigned further certifies that proper field procedures,
instrumentation and adequate survey personnel were employed in order to achieve
results comparable to those outlined in the "Minimum Angle, Distance and Closure
Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM
Land Title Surveys."

[Surveyor=s Name]

By:
    ------------------------------
Date:
      ----------------------------
Registered Land Surveyor No.
                            -------------
Date of Survey:
                -------------------------

EX-10.22

                                                                   Exhibit 10.22

                      AGREEMENT RELATING TO PETsMART CLAIMS

     This Agreement Relating to PETsMART Claims (hereinafter referred to as the
"AGREEMENT") is entered into as of December 18, 2003, by and between 75th AND
LYMAN CORPORATION, a Delaware corporation ("SELLER"), and INLAND SOUTHEAST
DARIEN, L.L.C., a Delaware limited liability company ("BUYER").

                                    RECITALS

     A.   Seller and Inland Retail Real Estate Trust, Inc., ("INLAND") have
entered into a Purchase and Sale Agreement dated as of November 12, 2003 (the
"PURCHASE AGREEMENT"), pursuant to which Seller has agreed to sell to Inland and
Inland has agreed to purchase from Seller that certain parcel of land, and
improvements, located in the City of Darien, DuPage County, Illinois, commonly
known as Darien Towne Centre (the "PROPERTY"). Capitalized terms not otherwise
defined in this Agreement shall have the meanings assigned to them in the
Purchase Agreement.

     B.   Buyer has succeeded to the interest of Inland under the Purchase
Agreement.

     C.   In connection with the closing of the transaction contemplated under
the Purchase Agreement, PETsMART, Inc. ("PETsMART"), a tenant of the Property
pursuant to a Shopping Center Lease dated July 17, 1993, as amended by a Letter
Agreement dated July 14, 1994 (as so amended, the "PETsMART LEASE"), has
executed a Tenant's Estoppel Certificate dated December 11, 2003, in which
PETsMART alleges that it has overpaid for certain Common Area Costs, Insurance
Costs and Real Estate Taxes (all as defined in the PETsMART Lease) with respect
to calendar years 2001 and 2002, and that the Landlord (as defined in the
PETsMART Lease) is obligated to repay to PETsMART the following amounts pursuant
to the PETsMART Lease (collectively, the "PETsMART CLAIMS"):

          $5,365.03 for year 2001 Common Area Costs
          $1,667.90 for audit fees relating to 2001 Common Area Costs
          $10,648.34 for year 2002 Common Area Costs
          $3,166.49 for audit fees relating to 2002 Common Area Costs
          $645.40 for year 2001 Insurance Costs
          $193.62 for audit fees relating to 2001 Insurance Costs
          $874.14 for year 2002 Insurance Costs
          $262.24 for audit fees relating to 2002 Insurance Costs
          $4,534.56 for year 2001 Real Estate Taxes
          $1,744.81 for audit fees relating to 2001 Real Estate Taxes
          $4,869.38 for year 2002 Real Estate Taxes
          $1,460.81 for audit fees relating to 2002 Real Estate Taxes

     D.   In connection with the closing of the transaction contemplated by the
Purchase Agreement, Seller will set aside from its net sale proceeds $35,432.72
(i.e., the aggregate amount

                                      - 1 -


of the PETsMART Claims) (including any earnings thereon, the "ESCROWED FUNDS")
in escrow with the Escrow Company pursuant to a separate Escrow Agreement to
which Seller, Buyer and the Escrow Company (as defined in the Purchase
Agreement) will be parties.

     E.   Buyer and Seller desire to set forth their understanding with respect
to their respective rights and responsibilities, as between Buyer and Seller,
with respect to the PETsMART Claims and any similar claims PETsMART may make
with respect to its payments for Common Area Costs, Insurance Costs and Real
Estate Taxes during those periods in 2003 preceding the Closing Date (as defined
in the Purchase Agreement).

                                    AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, including the mutual
promises, covenants and agreements herein contained, Seller and Buyer agree as
follows:

     1.   SELLER'S CONTINUING LIABILITY FOR PETsMART CLAIMS.

     Nothing in this Agreement shall affect the rights and obligations of the
Seller or Buyer under the Purchase Agreement or any document delivered in
connection with Closing, including the parties' respective obligations to
perform prorations and post-closing reconciliations in the manner contemplated
by the Purchase Agreement. Pursuant to the Assignment and Assumption of Leases
entered into by Seller and Buyer in connection with Closing Seller shall
indemnify Buyer against any amounts owing to PETsMART by the landlord under the
PETsMART Lease with respect to the PETsMART Claims.

     2.   DISPOSITION OF ESCROWED FUNDS.

          (a)  Upon request by Seller, Buyer and Seller will jointly instruct
the Escrow Company to pay to PETsMART the Escrowed Funds, or so much thereof as
Seller in its discretion shall specify in its request to Buyer.

          (b)  Upon Buyer's presentation of evidence reasonably satisfactory to
Seller that PETsMART has setoff any amounts PETsMART alleges are owing with
respect to the PETsMART Claims against rent or other amounts due to Buyer with
respect to periods on or after Closing, Buyer and Seller will jointly instruct
the Escrow Company to pay to Buyer a portion of the Escrowed Funds equal to the
amount of such setoff.

          (c)  Upon Seller's presentation to Buyer of evidence reasonably
satisfactory to Buyer, acting in good faith, that any portion of the PETsMART
Claims has been resolved, Buyer shall join with Seller in instructing the Escrow
Company to pay to Seller the portion of the Escrowed Funds determined not to be
owing to PETsMART with respect to the PETsMART Claims.

          (d)  If any Escrowed Funds remain in the possession of the Escrow
Company on or after the date that is five business days prior to the date that
is nine (9) months from the Closing Date, then upon the request of Buyer or
Seller to the other, the parties shall jointly instruct the Escrow Company to
commence an interpleader action under applicable law to

                                      - 2 -


determine the person or persons entitled to the Escrowed Funds and to deposit
all remaining Escrowed Funds with the clerk of the court in which such
interpleading action is commenced.

          (e)  Any Escrowed Funds in the possession of Escrow Company on that
date which is nine (9) months from the Closing Date shall be paid by Escrow
Company to Buyer upon Buyer's request.

     Buyer shall apply any funds so paid to it pursuant to the provisions of
clauses (b) and (e) above in accordance with the provisions of the Purchase
Agreement such that, promptly following settlement or other resolution of the
PETsMART Claims, Buyer shall pay to Seller any funds distributed to Buyer
hereunder other than those amounts determined (by agreement with PETsMART, by
decision of any court or arbitrator with jurisdiction, or by Buyer acting in
good faith and in a manner not inconsistent with its own handling of Common Area
Charges, Insurance Costs and Real Estate Taxes payable under the PETsMART Lease
following the Closing) to have been owing to PETsMART on account of the PETsMART
Claims. Buyer shall cooperate with Seller's attempts to contest the PETsMART
Claims and to collect from PETsMART any setoff amounts for which Buyer received
any portion of the Escrowed Funds pursuant to clause (b) above, provided that
Seller shall reimburse Buyer for any amounts paid by Buyer to third parties in
connection with such, cooperation.

     3.   NOTICE TO PARTIES.

     All notices, demands, deliveries and communications (a "NOTICE") under this
Agreement shall be in writing and shall be delivered or sent by: (i) first
class, registered or certified mail, postage prepaid, return receipt requested,
(ii) nationally recognized overnight carrier, or (iii) facsimile (provided the
original Notice is also sent via a nationally recognized overnight carrier on
the next business day) and shall be addressed to the address of the party set
forth below with copies to the parties designated below or to such other address
as either party may designate by Notice pursuant to this Section. Any Notice
transmitted in the manner described above shall be deemed given when personally
delivered, upon receipt of facsimile transmission, upon delivery by the
designated carrier, or on the third (3rd) business day after mailing, whichever
occurs first.

     IF TO SELLER:      75TH AND LYMAN CORPORATION
                        c/o CB Richard Ellis Investors
                        601 108th Avenue, N.E. #1900
                        Bellevue, WA 98004
                        Attention: Paul Chapman
                        Facsimile no. (425-943-6801)

     With copy to:      Heller Ehrman White & McAuliffe LLP
                        701 Fifth Avenue, Suite 6100
                        Seattle, WA 98104-7098
                        Attention: Donald E. Percival
                        Facsimile no. (206) 447-0849

                                      - 3 -


     IF TO BUYER:       Inland Southeast Darien, L.L.C.
                        2901 Butterfield Road
                        Oak Brook, IL. 60523
                        Attn: G. Joseph Cosenza, Authorized Representative
                        Telephone: (630) 218-4948
                        Facsimile: (630) 218-4900

     4.   EXPENSES AND ATTORNEYS' FEES.

     The prevailing party in any arbitration, suit or other action arising out
of or related to this Agreement shall be entitled to recover from the other
party all reasonable fees, costs and expenses incurred by the prevailing party
in connection with the arbitration, suit or action, including reasonable
judicial and extra-judicial attorneys' fees, expenses and disbursements and
fees, costs and expenses relating to any mediation, arbitration or appeal.

     5.   GOVERNING LAW AND VENUE.

     This Agreement shall be deemed to be a contract made under the laws of the
State of Illinois and for all purposes shall be governed by and interpreted in
accordance with the internal laws of the State of Illinois. Any dispute arising
under or in any way related to this Agreement shall be adjudicated by any state
or federal court located within DuPage County, Illinois (or in the case of
federal court, any federal court in the state of Illinois), and each of the
parties hereby consents to the exclusive jurisdiction of said courts with
respect to such dispute.

     6.   COUNTERPARTS.

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.

     IN WITNESS WHEREOF, each of the parties executed this Agreement as of the
date set forth in the first paragraph.


                                    SELLER:

                                    75TH AND LYMAN CORPORATION,
                                    a Delaware corporation

                                    By:    /s/ Paul C. Chapman
                                           ----------------------------
                                           Paul C. Chapman
                                           Executive Vice President

                                      - 4 -


                                    BUYER:

                                    INLAND SOUTHEAST DARIEN, L.L.C.,
                                    a Delaware limited liability company,
                                    By: Inland Western Retail Real Estate Trust,
                                    Inc., a Maryland corporation
                                    Its: Sole Member

                                    By:  /s/ G. Joseph Cosenza
                                        -------------------------------
                                        Name:     G. Joseph Cosenza
                                              -------------------------
                                        Its:  Authorized Representative
                                             --------------------------

                                      - 5 -


                               JOINT ORDER ESCROW

CHICAGO TITLE INSURANCE COMPANY
177 North Clark Street                                     Refer:   Nancy Castro
Chicago, IL 60601
                                                           Phone:   312-223-2709

                                                           Fax No:  312-223-2108

                  STRICT JOINT ORDER ESCROW TRUST INSTRUCTIONS


ESCROW TRUST NO.:__________________ DATE: November 13, 2003


TO:  CHICAGO TITLE AND TRUST COMPANY, ESCROW TRUSTEE:

CUSTOMER IDENTIFICATION:

Seller:  75th and Lyman Corporation    Purchaser:   Inland Retail Real Estate
                                                    Trust, Inc.

Property address:        2189 75th Street, Darien, Illinois

Project Reference:       Darien Towne Centre

Proposed disbursement date:_____________

DEPOSITS:

$35,432.72 withheld from Seller's net proceeds pending resolution of certain
claims by PETsMART:

1.______________________________________________________________________________
2.______________________________________________________________________________
3.______________________________________________________________________________

DELIVERY OF DEPOSITS:

The above referenced escrow trust deposits ("deposits") are deposited with the
escrow trustee to be delivered by it only upon the receipt of a joint order of
the undersigned or their respective legal representatives or assigns.

In no case shall the above-mentioned deposits be surrendered except upon the
receipt of an order signed by the parties hereto, their respective legal
representatives or assigns, or in obedience to the court order described below
provided, however, Purchaser may unilaterally withdraw this Earnest Money from
the Escrow on or before that date which is nine (9) months following the Closing
of the sale of Darien Towne Centre, in which event Escrowee will promptly notify
Seller of such withdrawal.


BILLING INSTRUCTIONS:

ESCROW TRUST FEE WILL BE BILLED AS FOLLOWS:    To Seller



An annual maintenance fee, as determined by the then current rate schedule, will
commence__________________

PLEASE NOTE: The escrow trust fee for these joint order escrow trust
instructions is due and payable within 30 days from the projected disbursement
date (which may be amended by joint written direction of the parties hereto). In
the event no projected disbursement date is ascertainable, said escrow trust fee
is to be billed at acceptance and is due and payable within 30 days from the
billing date. Chicago Title and Trust Company, at its sole discretion, may
reduce or waive the escrow trust fee for these joint order escrow trust
instructions in the event the funds on deposit herein are transferred to or
disbursed in connection with sale escrow trust instructions or an agency closing
transaction established at Chicago Title.

INVESTMENT:

Deposits made pursuant to these instructions may be invested on behalf of any
party or parties hereto: Provided, that any direction to escrow trustee for such
investment shall be expressed in writing and contain the consent of all other
parties to this escrow, and also provided that you are in receipt of the
taxpayer's identification number and investment forms as required. Escrow
trustee will, upon request, furnish information concerning its procedures and
fee schedules for investment.

ESCROW TRUST NO.:__________________

Except as to deposits of funds for which escrow trustee has received express
written direction concerning investment or other handling, the parties hereto
agree that the escrow trustee shall be under no duty to invest or reinvest any
deposits at any time held by it hereunder; and, further that escrow trustee may
commingle such deposits with other deposits or with its own funds in the manner
provided for the administration of funds under Section 2-8 of the Corporate
Fiduciary Act (III, Rev. Stat. 1989, Ch. 17, Par. 1552-8) and may use any part
or all such funds for its own benefit without obligation of any party for
interest or earnings derived thereby, if any. Provided, however, nothing herein
shall diminish escrow trustee's obligation to apply the full amount of the
deposits in accordance with the terms of these escrow trust instructions.

In the event the escrow trustee is requested to invest deposits hereunder,
Chicago Title and Trust Company is not to be held responsible for any loss of
principal or interest which may be incurred as a result of making the
investments or redeeming said investment for the purposes of these escrow trust
instructions.

COMPLIANCE WITH COURT ORDER:

The undersigned authorize and direct the escrow trustee to disregard any and all
notices, warnings or demands given or made by the undersigned (other than
jointly) or by any other person. The said undersigned also hereby authorize and
direct the escrow trustee to accept, comply with, and obey any and all writs,
orders, judgments or decrees entered or issued by any court with or without
jurisdiction; and in case the said escrow trustee obeys or complies with any
such writ, order, judgment or decree of any court, it shall not be liable to any
of the parties hereto or any other person, by reason of such compliance,
notwithstanding any such writ, order, judgment or decree be entered without
jurisdiction or be subsequently reversed, modified, annulled, set aside or
vacated. In case the escrow trustee is made a party defendant to any suit or
proceedings regarding this escrow trust, the undersigned, for themselves, their
heirs, personal representatives, successors and assigns, jointly and severally,
agree to pay to said escrow trustee, upon written demand, all costs, attorneys'
fees and expenses incurred with respect thereto. The escrow trustee shall have a
lien on the deposit(s) herein for any and all such costs, fees and expenses. If
said costs, fees and expenses are not paid, then the escrow trustee shall have
the right to reimburse itself out of the said deposit(s).



EXECUTION:

These escrow trust instructions are governed by and are to be construed under
the laws of the State of Illinois. The escrow trust instructions, amendments or
supplemental instructions hereto, may be executed in counterparts, each of which
shall be deemed an original and all such counterparts together shall constitute
one and the same instrument.

             FOR SELLER:                             FOR PURCHASER:

 Firm/Name:  75th and Lyman Corporation   Firm/Name:  The Inland Real Estate
                                                       Group, Inc.

      Attn:  Paul C. Chapman                   Attn:  Gary Pechter, Esq.

   Address:  c/o CB Richard Ellis           Address:  2901 Butterfield Road
              Investors
             601 - 108th Ave. N.E.,
              Suite 1900
             Bellevue, WA 98004          City/State:  Oak Brook, IL 60523

 Phone No.:  425-943-7642                 Phone no.:  630-645-2084

 Signature:  /s/ [ILLEGIBLE]              Signature:  /s/ [ILLEGIBLE]
            --------------------------                -------------------------


ACCEPTED: CHICAGO TITLE AND TRUST COMPANY, AS ESCROW TRUSTEE


        By:                                           Date:
             -------------------------                      --------------

EX-10.23

                                                                   Exhibit 10.23

                        AGREEMENT RELATING TO IRV'S LEASE

     This Agreement Relating to Irv's Lease (hereinafter referred to as the
"AGREEMENT") is entered into as of December 19, 2003, by and between 75th AND
LYMAN CORPORATION, a Delaware corporation ("SELLER"), and INLAND SOUTHEAST
DARIEN, L.L.C., a Delaware limited liability company ("BUYER").

                                    RECITALS

     A.   Seller and Inland Retail Real Estate Trust, Inc. ("INLAND") have
entered into a Purchase and Sale Agreement dated as of November 12, 2003 (the
"PURCHASE AGREEMENT"), pursuant to which Seller has agreed to sell to Inland and
Inland has agreed to purchase from Seller that certain parcel of land, and
improvements, located in the City of Darien, DuPage County, Illinois, commonly
known as Darien Towne Centre (the "PROPERTY"). Capitalized terms not otherwise
defined in this Agreement shall have the meanings assigned to them in the
Purchase Agreement.

     B.   Buyer has succeeded to the interest of Inland under the Purchase
Agreement.

     C.   Buyer and Seller desire to lease a portion of the Property, known as
Unit 2173 and consisting of 9,348 rentable square feet (the "IRV'S SPACE"),
which the parties had expected to lease to Rack Clothing South, Inc. (d/b/a
Irv's Men's Ware) ("IRV'S") prior to the Closing. As of the Closing Date, the
Irv's Space has not been leased. Buyer and Seller have agreed retroactively to
reduce the Purchase Price in the event the Irv's Space is not fully leased on or
before May 1, 2004. The maximum amount of such retroactive Purchase Price
reduction is $43,818.00, which sum (corresponding to three months of basic and
additional rent anticipated for the Irv's Space) Seller has agreed to set aside
from its net proceeds from the sale of the Property to Buyer and deposited in
escrow with the Escrow Company (such deposit, but not any earnings thereon,
being referred to in this Agreement as the "IRV'S DEPOSIT") pursuant to a
separate Joint Order Escrow Instructions to which Seller, Buyer and the Escrow
Company will be parties.

     E.   Buyer and Seller desire to set forth their understanding with respect
to the amount of, and conditions precedent to, any Purchase Price reduction, and
the release of the Irv's Deposit.

                                    AGREEMENT

     NOW, THEREFORE, for good and valuable consideration, including the mutual
promises, covenants and agreements herein contained, Seller and Buyer agree as
follows:

                                        1


     1.   BUYER'S CONTINUING OBLIGATION TO ATTEMPT TO LEASE IRV'S SPACE.

     Buyer agrees to use commercially reasonable efforts to lease the Irv's
Space. Without limiting the foregoing, Buyer shall within a reasonable period
following the Closing offer to lease the Irv's Space to Irv's on terms no less
favorable to Irv's than those offered by Seller and Buyer to Irv's in the course
of their attempt to finalize a lease with Irv's contemporaneous with the
Closing. Buyer shall keep Seller fully apprised of the status of its
negotiations with Irv's and any other prospective tenants with respect to any
portion of the Irv's Space.

     2.   DISPOSITION OF IRV'S DEPOSIT.

          (a)  The Escrow Company shall pay to Seller all interest or other
earnings on the Irv's Deposit upon request of Seller. Upon request of Seller,
Buyer shall join in any instruction to the Escrow Company directing the Escrow
Company to release such earnings.

          (b)  If at any time prior to May 1, 2004, Buyer has entered into one
or more lease agreements under whose terms the entire Irv's Space will be Leased
as of May 1, 2004, Buyer and Seller shall instruct the Escrow Company to release
the entire Irv's Deposit to Seller.

          (c)  On May 1, 2004, and the first day of each calendar month
thereafter until the Irv's Deposit is exhausted, Buyer and Seller shall instruct
the Escrow Company to pay to Buyer an amount equal to the product obtained by
multiplying (i) the area (expressed as rentable square feet) of the Irv's Space
that is not Leased for that month, by (ii) $1.5625. Any such payment to Buyer
shall be deemed to be a reduction in the Purchase Price. If any portion of the
Irv's Space will be Leased on a date other than the first day of a calendar
month, the area considered Leased in such month shall be prorated in proportion
to the number of days in such calendar month in which such space is Leased
relative to the actual number of days in such calendar month.

          (d)  If at any time on or after May 1, 2004, the entire Irv's Space
has been Leased, Buyer and Seller shall instruct the Escrow Company to pay any
remaining Irv's Deposit to Seller.

     For purpose of this Agreement, a portion of the Irv's Space shall be
considered "Leased" if it is the subject of a binding lease agreement (whether
the tenant is Irv's or a one or more other tenants) and the tenant's obligation
to pay rent for such space has commenced.

     3.   CHANGES TO CLOSING DOCUMENTS.

     References to the Shopping Center Lease to Irv's is hereby deleted from
Schedule 2 of the Assignment of Leases and the Certified Lease List delivered by
Seller to Buyer at Closing.

     4.   NOTICE TO PARTIES.

     All notices, demands, deliveries and communications (a "NOTICE") under this
Agreement shall be in writing and shall be delivered or sent by: (i) first
class, registered or certified mail, postage prepaid, return receipt requested,
(ii) nationally recognized overnight carrier, or (iii)

                                        2


facsimile (provided the original Notice is also sent via a nationally recognized
overnight carrier on the next business day) and shall be addressed to the
address of the party set forth below with copies to the parties designated below
or to such other address as either party may designate by Notice pursuant to
this Section. Any Notice transmitted in the manner described above shall be
deemed given when personally delivered, upon receipt of facsimile transmission,
upon delivery by the designated carrier, or on the third (3rd) business day
after mailing, whichever occurs first.

        IF TO SELLER:     75TH AND LYMAN CORPORATION
                          c/o CB Richard Ellis Investors
                          601 108th Avenue, N.E. #1900
                          Bellevue, WA 98004
                          Attention: Paul Chapman
                          Facsimile no. (425) 943-6801

        With copy to:     Heller Ehrman White & McAuliffe LLP
                          701 Fifth Avenue, Suite 6100
                          Seattle, WA 98104-7098
                          Attention: Donald E. Percival
                          Facsimile no. (206) 447-0849

        IF TO BUYER:      Inland Southeast Darien, L.L.C.
                          2901 Butterfield Road
                          Oak Brook, IL. 60523
                          Attn: G. Joseph Cosenza, Authorized Representative
                          Telephone: (630) 218-4948
                          Facsimile: (630) 218-4900

     5.   EXPENSES AND ATTORNEYS' FEES.

     The prevailing party in any arbitration, suit or other action arising out
of or related to this Agreement shall be entitled to recover from the other
party all reasonable fees, costs and expenses incurred by the prevailing party
in connection with the arbitration, suit or action, including reasonable
judicial and extra-judicial attorneys' fees, expenses and disbursements and
fees, costs and expenses relating to any mediation, arbitration or appeal.

     6.   GOVERNING LAW AND VENUE.

     This Agreement shall be deemed to be a contract made under the laws of the
State of Illinois and for all purposes shall be governed by and interpreted in
accordance with the internal laws of the State of Illinois. Any dispute arising
under or in any way related to this Agreement shall be adjudicated by any state
or federal court located within DuPage County, Illinois (or in the case of
federal court, any federal court in the state of Illinois), and each of the
parties hereby consents to the exclusive jurisdiction of said courts with
respect to such dispute.

                                        3


     7.   COUNTERPARTS.

     This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.

     IN WITNESS WHEREOF, each of the parties executed this Agreement as of the
date set forth in the first paragraph.

                                        SELLER:

                                        75TH AND LYMAN CORPORATION,
                                        a Delaware corporation

                                        By:  /s/ Paul C. Chapman
                                             -----------------------
                                             Paul C. Chapman
                                             Executive Vice President


                                        BUYER:

                                        INLAND SOUTHEAST DARIEN, L.L.C.,
                                        a Delaware limited liability company

                                        By:  /s/ G. Joseph Cosenza
                                             -----------------------
                                             Name: G. Joseph Cosenza
                                                  ------------------
                                             Its:  Authorized Agent
                                                  ------------------

                                        4

EX-10.24

                                                                   Exhibit 10.24

                                                                Revised 12/18/03

                   NEWNAN CROSSING & PAVILION AT KING'S GRANT
                                    AMENDMENT

     This NEWNAN CROSSING, NEWNAN, GA AND PAVILION AT KING'S GRANT, CONCORD, NC.
Amendment ("NEWNAN/GRANT AMENDMENT") by and AMONG Thomas Enterprises, Inc.,
("Thomas"), FOURTH QUARTER PROPERTIES, XIV, LLC, AND FOURTH QUARTER PROPERTIES,
XL, LLC. FOR NEWNAN AND FOURTH QUARTER PROPERTIES IV FOR GRANT (collectively,
"Seller") and Inland Real Estate Acquisitions, [Illegible] its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on ????mber 30, 2001, (the "Agreement") as
amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and the
owners of the original properties (the "Original Properties") as described as
Property 2 and Properties 4-10 in the Agreement, AND AS FURTHER AMENDED ON APRIL
8, 2003 FOR THE BARRETT, HERITAGE, AND HIRAM PROPERTIES, AND FURTHER AMENDED ON
JUNE 24, 2003 FOR THE FAYETTE PAVILION PHASES I, II, AND III.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
NEWNAN CROSSING SHOPPING CENTER CONTAINING APPROXIMATELY 312,994 SQ. FT. LOCATED
IN NEWNAN, GA ("THE NEWNAN PROPERTY:") AND THE PAVILION AT KING'S GRANT SHOPPING
CENTER CONTAINING APPROXIMATELY 79,009 SQ. FT. LOCATED IN CONCORD, NC (the
"GRANT PROPERTY"), described on the Site Plan attached hereto as Exhibit A-15
and A-16 and containing the leases listed on Exhibit B-15 attached hereto for a
purchase price of $43,211,676 for Newnan and $9,932,450 for Grant and otherwise
in accordance with the terms of the Agreement. Accordingly, the Purchase Price
set forth in Paragraph 1 of the Agreement is hereby changed from $277,031,590,
as amended to $316,314,590 as further amended to $481,759,402 and further
amended to $658,294,537 and now $711,438,663. The closing date for the
Newnan/Grant Properties shall be on or before December 30, and the order of
closing set forth in Paragraph 21 of the Agreement in amended to add the
NEWNAN/GRANT Properties after the closings of all of the Original Properties,
and the Newnan Property, except for those earnouts described in Exhibit D to the
Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the NEWNAN/GRANT
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the NEWNAN/GRANT Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the NEWNAN/GRANT Properties in
the same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the NEWNAN/GRANT
Properties.

     PARAGRAPH 20, OF THE AGREEMENT IS HEREBY AMENDED TO INCREASE THE TERM FROM
     3 YEARS TO 5 YEARS, AND SHALL INCLUDE NEWNAN.

     AT THE GRANT PROPERTY, THE PURCHASER WILL PURCHASE THE TOYS R US AS
     FOLLOWS: AT THE INITIAL CLOSING, THE PURCHASER WILL PAY BASED ON THE AMOUNT
     OF ACTUAL BASE RENT PAID BY TOYS R US (PROVIDED THEY ARE PAYING THEIR FULL
     PASS THROUGHS) DIVIDED BY THE CAPITALIZATION RATE OF 8.00%. IN OTHER WORDS,
     IF THE TOYS R US RENT IS $250,000 PER YEAR, BUT THEY ARE ONLY PAYING
     CURRENT $125,000, THEN THE PURCHASER WILL PAY $1,562,500. FOR THE NEXT 48
     MONTHS FOLLOWING THE CLOSING, THE PURCHASER WILL BE OBLIGATED TO PAY THE
     BALANCE OF THE PURCHASE PRICE FOR TOYS R US PROVIDED TOYS R US INCREASES
     THEIR BASE RENT WITHOUT REDUCTION OF THEIR FULL PASS THROUGH REQUIREMENTS,
     AND FURTHER PROVIDED THAT THE RENTAL AMOUNT DOES NOT EXCEED THE TOTAL
     ORIGINAL BASE RENT OF $250,000. THE FORMULA FOR THE EARNOUT CLOSING DURING
     THE 48 MONTHS FOLLOWING THE INITIAL CLOSING SHALL BE BASED ON THE 10 YEAR
     TREASURY, OF 4.30%. THE PURCHASER'S CAPITALIZATION RATE OF 8.00% SHALL BE
     INCREASED OR DECREASED BY THE DIFFERENCE OF THE 10 YEAR TREASURY RATE AT
     THE TIME OF THE EARNOUT CLOSING. AS AN EXAMPLE; THE 10 YEAR TREASURY RATE
     WE WILL USE IS 4.30%; THE CAPITALIZATION RATE IS 8.00%, THE SPREAD IS
     3.80%. IF THE 10 YEAR TREASURY INCREASES TO 4.40%, THEN THE CAPITALIZATION
     RATE WOULD INCREASE TO 8.10% AND LIKEWISE IF THE 10 YEAR TREASURY DECREASES
     TO 4.20%, THEN THE CAPITALIZATION RATE WOULD DECREASE TO 7.90%. IF AFTER 48
     MONTHS FOLLOWING THE CLOSING, TOYS R US DID NOT INCREASE THEIR RENT FROM
     THE INITIAL CLOSING, THEN THE PURCHASER WILL HAVE NO OBLIGATION WHATSOEVER
     TO PAY ANY ADDITIONAL AMOUNT FOR THE TOYS R US PORTION OF THE GRANT
     PROPERTY.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this the NEWNAN/GRANT Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the
     NEWNAN/GRANT Properties (Exhibit B-15), in both paragraphs thereof.

     The Capitalization Rate applicable to the NEWNAN COMMONS PROPERTY IS
7.6192% AND FOR THE GRANT PROPERTY IS 8.00% and the Purchase Price will be
decreased or increased at the closing in accordance with the terms of the first
paragraph of Exhibit D as amended hereto for the NEWNAN/GRANT Properties. For
eighteen (18) months following the closing of the NEWNAN/GRANT Properties.
Purchaser will pay an amount to Seller for new tenants of build-out vacant space
in accordance with the second paragraph of Exhibit D.

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
NEWNAN/GRANT Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE.

     NEWNAN CROSSING AND PAVILION AT KING'S GRANT SHALL BE AN ALL CASH
     TRANSACTIONS.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                     
PURCHASER:                 SELLER:                         SELLER:
INLAND REAL ESTATE.        THOMAS ENTERPRISES, INC.        NEWNAN CROSSING
ACQUISITION, INC                                           Fourth Quarter Properties, XIV, LLC. and
or its Nominee             By:/s/ [ILLEGIBLE]              Fourth Quarter Properties XI, LLC
                              ---------------
/s/ [ILLEGIBLE]            Its: President Date 12-18-03    By:/s/ [ILLEGIBLE]
- ----------------                -----------------------       ---------------
Its: President Date                                        Its: Manager Date 12-18-03
     ------------------                                         ---------------------
                           SELLER:
                           PAVILION AT KING'S GRANT
                           ------------------------
                           Fourth Quarter Properties IV
                           By:/s/ [ILLEGIBLE]
                              ------------------
                           Its: Manager     Date 12-18-03
                               --------------------------





                                                                      12/18/2003

                             EXHIBIT B - 15 REVISED

                              Newnan Crossing West

                                 Initial Closing



                                                                                   LEASE         LEASE
                                           ANNUAL       MONTHLY       RENT      COMMENCEMENT   EXPIRATION
         TENANTS              S.F.        BASE RENT    BASE RENT  PER SQ. FOOT      DATE          DATE
- ----------------------------------------------------------------------------------------------------------
                                                                            
Target - 110,000 SF open
  Shadow Anchor
BJS                          115,3??     1,00?,715,00  ?4,142,92  $       8.75    May-03      January-24
The Corner Tavern              5,000        85,000,00   7,063,35  $      17.00  December-03   November-08
Great Clips                    1,200        21,000,00   1,?00,00  $      18.00  November-03   October-08
My Friend's Place              1,000        2?,500,00   2,400,00  $      18.00  December-03   November-08
Planet Smoothie                1,040        18,203,00   1,516,92  $      17.50  November-03   October-08
Cingular                       1,7?0        31,?80,00   2,?40,00  $      18.00  November-03   October-08
Ted's Montana Grill            4,000        84,000,00   ?,333,33  $      16.00  January-04    December-08
Banana Beach                   1,200        21,600,00   1,800,00  $      18.00  November-03   October-08
Totals                       131,1??     1,280,?95.00


                                 Second Closing



                                                                                   LEASE         LEASE
                                            ANNUAL      MONTHLY       RENT      COMMENCEMENT   EXPIRATION
         TENANTS              S.F.        BASE RENT    BASE RENT  PER SQ. FOOT      DATE          DATE
- ----------------------------------------------------------------------------------------------------------
                                                                            
Old Navy                      25,000       225,000,00  18,750,00  $       8.00  September-99  September-04
Michaels                      23,704       21?,?38,00  17,778,00  $       8.00    June-99     February-0?
TJ Maxx                       50,184       220,?00,00  18,375,00  $       7.30   August-99     August-09
Party City                    12,000       15?,000,00  13,000,00  $      13.00   October-??    October-09
Hibbett's Sporting Goods       7,000        ?4,500,00   7,575,00  $      13.50   January-02    January-07
Radio Shack                    3,000        ?1,000,00   4,250,00  $      17.00   August-01     August-08
Hallmark                       5,000        72,?00,00   ?,041,?7  $      14.50    July-9?     February-07
Office Depot                  30,000       322,500,00  2?,?75,00  $      10.75    June-?9       June-1?
Payless Shoesource             3,000        45,000,00   4,000,00  $      16.00  December-9?   November-0?
Sizes Unlimited                5,000        77,500,00   8,458,33  $      15.50    March-00     January-12
Rack Room                      7,300       116,800,00   9,733,?3  $      16.00    July-99       July-09
Stratus Communication          1,300        22,750,00   1,895,?3  $      17.50  December-01   December-06
Crystal Nalle & Tan            1,300        23,400,00   1,950,00  $      18.00    April-02      April-07
O'Charlay's G/L                             60,000,00   5,000,00                February-??   February-14
Totals                       163,788     1,7?3,?88.00


                                 Earnout Closing



                                                                                   LEASE         LEASE
                                            ANNUAL      MONTHLY       RENT      COMMENCEMENT   EXPIRATION
         TENANTS              S.F.        BASE RENT    BASE RENT  PER SQ. FOOT      DATE          DATE
- ----------------------------------------------------------------------------------------------------------
                                                                             
Linen's N Things (Under       28,000       208,000,00  25,588.67  $      11.00    July-04      January-16
  Const) (Earnout)
Totals                        28,000       ?08,000,00

Grand Totals               $  12,994     3,2?2,384,00


                            Pavilions at Kings Grant

                                 Initial Closing



                                                                                   LEASE         LEASE
                                            ANNUAL      MONTHLY       RENT      COMMENCEMENT   EXPIRATION
         TENANTS              S.F.        BASE RENT    BASE RENT  PER SQ. FOOT      DATE          DATE
- ----------------------------------------------------------------------------------------------------------
                                                                             
Toys R Us  (Ground Lease)     48,000       125,000,00  10,418,67  $       2.55   October-02    October-12
Jared Jewelers                 ?,000       220,020,00  18,?35,00  $      38.87   August-02     January-23
Panora Bread                   ?,?0?       109,376,00   8,114,67  $      19.50  November-03    October-13
Radio Shack                    2,400        40,800,00   3,400,00  $      17.00    March-03      April-08
Olive Garden   (Ground
  Lease)                       ?,500        80,000,00   5,586,57  $       9.41    April-02      April-12
Red Lobster   (Ground
  Lease)                       7,600        80,000,00   5,586,57  $      10.57     May-02        May-12
Bank of America   (ATM)                     14,400,00   1,200,00
Totals                        7?,000       649,569,00


                                 Earnout Closing



                                                                                   LEASE         LEASE
                                           ANNUAL       MONTHLY       RENT      COMMENCEMENT   EXPIRATION
         TENANTS              S.F.        BASE RENT    BASE RENT  PER SQ. FOOT      DATE          DATE
- ----------------------------------------------------------------------------------------------------------
                                                                             
Toys R Us (Ground Lease)                   126,000,00  10,416,67  $       2.56   October-02    October-12
Totals                                     126,000,00

Grand Totals                  7?,000       794,59?,00




                                   "EXHIBIT C"

                                 AMENDED 12/3/01
                                REVISED 11/28/01

                                 FURTHER AMENDED
                                 4/3/03, 5/24/03

                                  ADDITIONALLY
                                     AMENDED
                                    12/18/03



                                                                                                   NEW           DEC. '01
                                                   ORIGINAL       NEW           ORIGINAL          TOTAL          CLOSING
      PROPERTY         Estimated Closing Dates      SQ. FT.      SQ. FT.         PRICE            PRICE           PRICE
- --------------------------------------------------------------------------------------------------------------------------
                                                                                            
1  Barrett                                                0            0    $             0   $           0   $           0

2  Venture
   Duluth, GA          Est. 12/21/2001              334,620      334,620    $    25,862,205   $  28,314,769   $  26,314,789

3  Hiram                                                  0            0    $             0   $           0   $           0

4  Douglas
   Douglasville, GA    Est. 12/14/2001              267,764      267,764    $    27,159,610   $  27,159,610   $  27,159,610

5  Southlake
   Morrow, GA          Est. 12/28/2001              507,748      523,848    $    61,275,188   $  65,897,?03   $  65,897,803

6  Turkey              Est. ph.I: 12/28/2001 -
   Knoxville, TN       1/11/2002                    239,260      272,800    $    29,123,691   $  32,611,779   $  22,039,091
                       Est. Ph II: 04/30/2002 -
                       09/30/2002

7  Westside
   Huntsville, AL      Est. 04/30-09/30/2002        487,661      504,364    $    55,835,571   $  56,056,735
                                                                            ---------------   -------------

            Subtotal                                                        $   199,256,265   $ 206,040,716

8  Fayetteville        Est. 12/28/2001 -                         271,859                      $  28,982,874   $  28,982,874
   Fayetteville, NC    1/11/2002

9  Sarasota            Est.12/28/2001 -                          323,519                      $  40,008,000   $  40,008,000
   Sarasota, FL        1/25/2002

              TOTAL                               1,847,053    2,498,774    $   199,256,265   $ 277,031,590   $ 210,402,167

10 Newnan               Est. February 28, 2002                   481,004                         39,26?,000
                                                                 -------                         ----------
                                                               2,979,778                        316,314,590

11 Barrett                  April 25, 2003                -      480,555                  -   $  80,000,000               -

12 Heritage                  May 15, 2003                 -      262,933                  -   $  39,936,812               -

13 Hiram                     May 30, 2003                 -      367,407                  -   $  45,508,000               -

                                                               4,070,673                        481,759,402

14 Fayette                    [ILLEGIBLE]                 -    1,414,???                  -     [ILLEGIBLE]               -
   Fayetteville, GA
                                                               5,4??,276                        [ILLEGIBLE]

15 Newnan Grosssing        December 30, 2003              -      312,9?4                  -      4?,212,67?               -

16 Pavilion at
    Kings Grant            December 30, 2003              -       73,0?9                  -     [ILLEGIBLE]               -

                                                               5,877,278                      $ 711,439,683


                        JAN. '02      APRIL '02       JULY '02  SEPT. '02
                        CLOSING        CLOSING        CLOSING    CLOSING
      PROPERTY           PRICE          PRICE          PRICE      PRICE
- -------------------------------------------------------------------------
                                                     
1  Barrett             $        0  $              0   $      0   $      0

2  Venture
   Duluth, GA

3  Hiram               $        0  $              0   $      0   $      0

4  Douglas
   Douglasville, GA

5  Southlake                         Construction
   Morrow, GA                       loan or earnout

6  Turkey                             Committ to
   Knoxville, TN                       Purchase

                                   $     10,572,688

7  Westside                           Committ to
   Huntsville, AL                      Purchase

                                   $     56,056,735

            Subtotal

8  Fayetteville
   Fayetteville, NC

9  Sarasota
   Sarasota, FL

              TOTAL    $        0  $     66,629,423   $      0   $      0

10 Newnan

11 Barrett                      -                 -          -          -

12 Heritage                     -                 -          -          -

13 Hiram                        -                 -          -          -

14 Fayette                      -                 -          -          -
   Fayetteville, GA

15 Fayette                      -                 -          -          -
   Newnan Grossing

16 Pavilion at
   Kings Grant                  -                 -          -          -




                              AMENDMENT TO CONTRACT

     THIS AMENDMENT TO CONTRACT (the "Amendment") is made and entered into as of
the 3rd day of September 2003, by and between Thomas Enterprises, Inc. ("TEI"),
and Fourth Quarter Properties I, Inc. ("FQPI") and Stan Thomas, individually
("Thomas") (collectively, "Seller"), and Inland Real Estate Acquisitions, Inc.,
an Illinois corporation ("Purchaser").

                              W I T N E S S E T H:

     WHEREAS, TEI, FQPI and Purchaser entered into that certain agreement having
a date of November 29, 2001, and accepted on November 30, 2001, as amended by
amendments dated December 6, 2001 (as to Newnan Pavilion), and April 8, 2003 (as
to Heritage, Hiram and Barrett), and June 24, 2003 (as to Fayette Pavilion
Phases I and II (the "Fayette I and II Property."), and Fayette Pavilion III)
(the "Fayette Contract Amendment") (collectively, the "Contract"), for the sale
and purchase of the properties therein described.

     WHEREAS, Purchaser and Seller have mutually agreed to amend certain
provisions of the Contract.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged. Purchaser and Seller agree as follows:

     1.   The Fayette Contract Amendment is attached hereto as Exhibit A, and
          made a part hereof.

     2.   The eleventh (11th) paragraph of the Fayette Contract Amendment is
          hereby amended by deleting; "...July 30, 2003.." and substituting:
          "September 3, 2003" in its place.

     3.   The fourteenth (14th) paragraph of the Fayette Contract Amendment is
          hereby deleted in its entirety and the following provision is
          substituted in its place: "At Closing, Seller shall credit Purchaser
          in the sum of Seven Million and no/100 Dollars ($7,000,000.00) as and
          for the estimated amount of prepayment penalty which will be due and
          payable to Seller's existing lender (the "Prepayment Credit"). Payment
          of the Prepayment Credit by Seller to Purchaser shall forever release
          Seller for any payment responsibility therefor."

     4.   The sixteenth (16th) paragraph of the Fayette Contract Amendment is
          hereby deleted in its entirety and the following provision is
          substituted in its place: "At Closing, Seller shall credit Purchaser
          in the sum of Five Million Eighty-



Fayette I and II
Contract Amendment

          seven Thousand and no/100 Dollars ($5,087,000.00) as and for the
          amount of forward loan commitment fee payable by Purchaser to
          Purchaser's lender."

     5.   Seller and Purchaser hereby agree that the purchase and sale of the
          Fayette I and II Property shall be accomplished by: (i) FQPI conveying
          its fee interest to Inland Southeast Fayette I and II, a Delaware
          limited liability company (the "LLC") with Thomas as the managing
          member thereof and the owner of a fifty-one percent (51%) member
          interest, and FQPI the owner of a forty-nine percent (49%) member
          interest, and (ii) FQPI initially selling and conveying ninety-nine
          percent (99%) of its forty-nine percent (49%) member interest in and
          to the LLC to Inland Retail Real Estate Limited Partnership (IRRELP),
          (iii) Thomas thereafter conveying his fifty-one percent (51%) member
          interest in and to the LLC to IRRELP, and (iv) FQPI thereafter
          conveying its remaining one percent (1%) interest of its forty-nine
          percent (49%) interest in and to the LLC to IRRELP.

     6.   Except as modified by this Amendment, the Contract shall remain
          unmodified and in full force and effect.

     7.   This Amendment may be executed in one or more counterparts, each of
          which shall constitute an original and all of which taken together
          shall constitute one agreement. Each person executing this Amendment
          represents that such person has full authority and legal power to do
          so and bind the party on whose behalf he or she has executed this
          Amendment. Any counterpart to this Amendment may be executed by
          facsimile copy and shall be binding on the parties.

IN WITNESS WHEREOF, Purchaser and Seller do hereby execute this Agreement as of
the date first written above.


                    PLEASE SEE FOLLOWING PAGE FOR SIGNATURES

                                        2


Fayette I and II
Contract Amendment

                                          SELLER:

                                          THOMAS ENTERPRISES, INC.


                                          By:
                                             -------------------------
                                          Name:
                                               -----------------------
                                          Its:
                                              ------------------------


                                          FOURTH QUARTER PROPERTIES I, INC.


                                          By:
                                             -------------------------
                                          Name:
                                               -----------------------
                                          As Its:
                                                 ---------------------


                                          ----------------------------

                                          Stan Thomas, individually


                                          PURCHASER:


                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          An Illinois corporation


                                          BY: /s/ G. Joseph Cosenza
                                             ----------------------------------
                                             G. Joseph Cosenza, President

                                        3


[Illegible] I and II
Contract Amendment

                                          SELLER:


                                          THOMAS ENTERPRISES, INC.


                                          By: /s/ [ILLEGIBLE]
                                             -------------------------
                                          Name: [ILLEGIBLE]
                                               -----------------------
                                          Its: [ILLEGIBLE]
                                              ------------------------


                                          FOURTH QUARTER PROPERTIES I, INC.


                                          By: /s/ [ILLEGIBLE]
                                             -------------------------
                                          Name: [ILLEGIBLE]
                                               -----------------------
                                          As Its: [ILLEGIBLE]
                                                 ---------------------


                                          /s/ Stan Thomas
                                          ----------------------------
                                          Stan Thomas, individually


                                          PURCHASER:

                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          an Illinois corporation


                                          BY:  /s/ G. Joseph Cosenza
                                               --------------------------------
                                               G. Joseph Cosenza, President

Amendment in Centract

[Illegible]



                                FAYETTE PAVILION
                               PHASES I, II & III
                                    AMENDMENT

     This FAYETTE Pavillion, Fayetteville, Georgia Amendment ("FAYETTE
Amendment") by and among Thomas Enterprises, Inc. ("Thomas"), Fourth Quarter
Properties I, Inc. and Fourth Quarter Properties XII, LLC (collectively,
"Seller") and Inland Real Estate Acquisitions, Inc., or its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on November 30, 2001, (the "Agreement") as
amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and the
owners of the original properties (the "Original Properties") as described as
Property 2 and Properties 4-10 in the Agreement, and as further amended on April
8, 2003 for the Barrett, Heritage, and Hiram properties.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
FAYETTE Pavilion, Phase I, II & III Shoping Center containing approximately
1,414,608 sq. ft. located in Fayetteville, Georgia (the "FAYETTE Property"),
described on the Site Plan attached hereto as Exhibit A-14 and containing the
leases listed on Exhibit B-14 attached hereto for a purchase price of
$176,??5,1?5 and otherwise in accordance with the terms of the Agreement.
Accordingly, the Purchase Price set forth in Paragraph 1 of the Agreement is
hereby changed from $277,031,590, as amended to $316,314,590 as further amended
to $481,759,409 and now to $658,294,537. The closing date for the Fayette
Properties shall be on or before July 15, 2003 for Phase III, and on or before
July 30, 2003 for Phase I and II, and the order of closing set forth in
Paragraph 21 of the Agreement is amended to add the FAYETTE Pavilion Properties
after the closings of all of the Original Properties, and the Newnan Property,
except for those earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the FAYETTE
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the FAYETTE Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the FAYETTE Properties in the
same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the FAYETTE Properties

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this the FAYETTE Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the the
     FAYETTE Properties (Exhibit B-14), in both paragraphs thereof.

     The Capitalization Rate applicable to the FAYETTE Properties is 7,6192%,
and the Purchase Price will be decreased or increased at the closing in
accordance with the terms of the first paragraph of Exhibit D as amended hereto
for the FAYETTE Properties. For eighteen (18) months following the closing of
the the FAYETTE Properties, Purchaser will pay an amount to Seller for new
tenants of build-out vacant space in accordance with the second paragraph of
Exhibit D.

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
FAYETTE Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE.

     IN THE AGREEMENT, PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM
     FROM 3 YEARS TO 5 YEARS AND SHALL INCLUDE THE FAYETTE PROPERTIES.

     FAYETTE Phase III shall close on or before July 15, 2003, and Phases I & II
     shall close on or before July 30, 2003

     FAYETTE Phase III shall be an all cash transaction.

     FAYETTE Phase I & II, Purchaser will purchase subject to an existing first
     mortgage (SUBJECT TO LENDER'S APPROVAL) in the approximate amount of
     $47,694,37, with Seller paying all lender fees and costs.

     At closing, Seller shall place in Purchaser's escrow, the total pre-payment
     penalty expected to be required in December, 2004, at the time of the
     payoff of the existing financing. Said calculation for the pre-payment
     penalty shall utilize as it's basis, the appropriate treasury rate, (one
     day before the FAYETTE closing) for the period commencing December, 2004
     through the end of the term of the existing first mortgage. That amount is
     expected to be approximately $7,000,000. It is understood that at the time
     that the existing first mortgage is paid off, if the pre-payment penalty is
     less than the amount escrowed, then the Seller shall receive any balance
     left in the escrow, including interest, after the full pre-payment penalty
     is paid, and likewise, if the pre-payment penalty is in excess of the
     amount Seller originally escrowed with Purchaser, then Thomas Enterprises,
     Inc., shall be liable and pay the difference required at the time of the
     payoff.

     In addition, Seller will place in Purchaser's escrow at closing, the entire
     amount of Principal Payments from the day of closing through December 2004,
     that would be required by the existing first mortgagee. Purchaser, on a
     monthly basis, can draw from that escrow the amount required to pay the
     Principal each month. At the time of the payoff the existing first
     mortgage, Purchaser will reimburse Seller for the amount of this escrow AND
     ALL ACCRUED INTEREST.

     At the initial closing, Seller shall pay to Purchaser's lender, the total
     amount of the forward commitment fee required in order to refinance the
     existing first mortgage in December of 2004. This amount is expected to be
     approximately $2,100,000 to $2,300,000.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ON EXHIBIT D OF THE
     AGREEMENT WITH REGARDS TO THE RETAIL SPACE FORMERLY OCCUPIED BY DECOR
     CONTAINING APPROXIMATELY 75,625 SQ. FT. SELLER SHALL HAVE 24 MONTHS FOR
     THIS SPACE FOR AND EARNOUT.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                           
PURCHASER:                 SELLER:                               SELLER:

INLAND REAL ESTATE         THOMAS ENTERPRISES, INC.              FAYETTE Pavilion Phase III
ACQUISITION, INC
or its Nominee             By: /s/ Stan Thomas                   FOURTH QUARTER PROPERTIES XII, LLC
                               ----------------
By: /s/ G. Joseph Cosenza  Its: President                        By: /s/ Stan Thomas
    ----------------------      -------------                         ----------------

Its: President             Date:   6/26/03                       Its: President
     -------------              ------------                         --------------
Date:   June 24, 2003                                            Date:   6/26/03
      ----------------                                                ------------
                           SELLER:

                           FAYETTE Pavilion Phases I & II

                           FOURTH QUARTER PROPERTIES I, INC.

                           By: /s/ Stan Thomas
                               ----------------

                           Its: Manager
                                -------------

                           Date:   6/26/03
                                -------------



REVISED:

6-24-03 1:10PM



                                  EXHIBIT A-14

                                    [GRAPHIC]

[ILLEGIBLE]



                     BARRETT PAVILION PHASE I, II, III & IV.
                                HERITAGE PAVILION
                           HIRAM PAVILION PHASE I & II
                                    AMENDMENT

     This Barrett Pavilion, Phase I, II, III & IV and Heritage Pavilion and
Hiram Pavilion Phase I & II Amendment ("Barrett, Heritage, Hiram Amendment")
by and among Thomas Enterprises, Inc., ("Thomas"), Barrett Pavilion Company,
Inc., Fourth Quarter Properties VIII, Inc., Fourth Quarter Properties, Inc.,
Fourth Quarter Properties, XXI, L.L.C. and Fourth Quarter Properties, XXXVII,
L.L.C. (collectively "Seller") and Inland Real Estate Acquisitions, Inc., or
its nominee, ("Purchaser") amends and modifies that certain agreement,
("agreement") dated November 29, 2001, and accepted on November 30, 2001,
(the "Agreement") as amended by the Newnan Pavilion Amendment on December 6,
2001, by Thomas and the owners of the original properties (the "Original
Properties") as described as Property 8 and Properties 4-10 in the Agreement.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase those
certain shopping center properties containing approximately 460,555 sq. ft.
located in Kennesaw, Georgia (the "Barrett Property"), 262,988 sq. ft. located
in Smyrna, GA (the "Heritage Property") and 867,407 sq. ft. located in Hiram, GA
(the "Hiram Property") described on the Site Plans attached hereto as Exhibit
A-11, A-12 and A-18 and containing the leases listed on Exhibit B-11, B-12 and
B-18 attached hereto for a purchase price of $80,000,000 for Barrett and
$?9,9?6,?12 for Heritage and $45,508,000 for Hiram (collectively $165,444,812)
and otherwise in accordance with the terms of the Agreement. Accordingly, the
Purchase Price set forth in Paragraph 1 of the Agreement is hereby changed from
$277,081,590, as amended to $316,314,590 and now to $481,759,402. The closing
date for the Barrett Property shall be on or before April 25, 2003 and for the
Heritage Property on or before May 15, 2003 and for the Hiram Property on or
before May 30, 2003, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Barrett, Heritage, and Hiram Properties after
the closings of all of the Original Properties, and the Newnan Property, except
for those earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Barrett,
Heritage, and Hiram Properties in the same manner as applied to the Original
Properties and all of Seller's representations, warranties, obligations and
indemnities under the Agreement shall also apply to the Barrett, Heritage, and
Hiram Properties. Likewise, all of Purchaser's rights of inspection,
representations, warranties, obligations and indemnities under the Agreement
shall apply to the Barrett, Heritage, and Hiram Properties in the same manner as
applied to the Original Properties, including Newnan. All conditions and
contingencies to Purchaser's rights and obligations to purchase the Original
Properties, including Newnan, shall apply to the Barrett, Heritage, and Hiram
Properties.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this Barrett, Heritage, and Hiram Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the
     Barrett, Heritage, and Hiram Properties (Exhibit B-11, B-12, and B-18) in
     both paragraphs thereof.

     The Capitalization Rate applicable to the Barrett Property is 8.2958%, and
to the Heritage Property is 8.1929%, and to the Hiram Property is 8.098% and the
Purchase Price will be decreased or increased at the closing in accordance with
the terms of the first paragraph of Exhibit D as amended hereto for the Barrett,
Heritage, and Hiram Properties. For eighteen (18) months following the closing
of the Barrett, Heritage, and Hiram Properties, Purchaser will pay an amount to
Seller for new tenants of build-out vacant space in accordance with the second
paragraph of Exhibit D (but in no event in an amount more than the amount for
the Barrett, Heritage, and Hiram Properties set forth in Paragraph 2 of the
Barrett, Heritage, and Hiram Amendment and as listed on Exhibit C).

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Barrett, Heritage, and Hiram Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE 8 PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE TO HIRAM.

     THE PARAGRAPH IN THE AGREEMENT HAVING TO DO WITH THE FIRST RIGHT OF REFUSAL
     ON HIRAM IS HEREBY DELETED.

     IN THE AGREEMENT, PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM FROM
     3 YEARS TO 5 YEARS AND SHALL INCLUDE BARRETT, HERITAGE, AND HIRAM.

     IN HIRAM THE ONLY OUTLET INCLUDED IS O'CHARLEY'S.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                        
PURCHASER:             SELLER:                                HERITAGE SELLER:

INLAND REAL ESTATE     THOMAS ENTERPRISES, INC.               Fourth Quarter Properties, Inc.
ACQUISITIONS, INC
or its Nominee
                       By: /s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
                           ----------------                       ----------------

By: /s/ [ILLEGIBLE]    Its: President                         Its: President
    ----------------        --------------                         ---------------

Its: President         Date: 4/8/03                           Date: 4/8/03
     ---------------         -------------                          --------------

Date: 4/8/03
      --------------
                       BARRETT SELLER:                        HIRAM SELLER:

                       Barrett Pavilion Company Inc.          Fourth Quarter Properties, XXI L.L.C. and

                       Fourth Quarter Properties VIII, Inc.   Fourth Quarter Properties, XXXVII.


                       By: /s/ [ILLEGIBLE]                    By: /s/ [ILLEGIBLE]
                           ----------------                       ----------------

                       Its: Manager                           Its: Manager
                            ---------------                        ---------------

                       Date: 4/8/03                           Date: 4/8/03
                             --------------                         --------------





                                   "EXHIBIT C"

                                 AMENDED 12/3/01
                                REVISED 11/28/01

                                 FURTHER AMENDED
                                     4/3/03



                                                                                                   NEW           DEC. '01
                              Estimated            ORIGINAL       NEW           ORIGINAL          TOTAL          CLOSING
      PROPERTY              Closing Dates           SQ. FT.     SQ. FT.          PRICE            PRICE           PRICE
- --------------------------------------------------------------------------------------------------------------------------
                                                                                            
1  Barrett                                                0            0    $             0   $           0   $           0

2  Venture Duluth,
   GA                  Est. 12/21/2001              334,620      334,620    $    25,862,205   $  26,314,789   $  26,314,789

3  Hiram                                                  0            0    $             0   $           0   $           0

4  Douglas
   Douglasville, GA    Est. 12/14/2001              267,764      267,764    $    27,159,610   $  27,159,610   $  27,159,610

5  Southlake Morrow,
   GA                  Est. 12/28/2001              507,748      523,848    $    61,275,188   $  65,897,803   $  65,897,803

6  Turkey Knoxville,
   TN                  Est. Ph.I: 12/28/2001 -      239,260      272,800    $    29,123,691   $  32,611,779   $  22,039,091
                       1/11/2002
                       Est. Ph. II: 04/30/2002 -
                       09/30/2002

7  Westside
   Huntsville, AL      Est. 04/30-09/30/2002        497,661      504,364    $    55,835,571   $  56,056,735
                                                                            ---------------   -------------

            Subtotal                                                        $   199,256,265   $ 208,040,716

8  Fayetteville
   Fayetteville, NC    Est. 12/28/2001 -
                       1/11/2002                                 271,859                      $  28,982,?74   $  28,982,874

9  Sarasota
   Sarasota, FL        Est. 12/28/2001 -
                       1/25/2002                                 323,519                      $  40,008,000   $  40,008,000

              TOTAL                               1,847,053    2,498,774    $   199,25?,265   $ 277,031,590   $ 210,402,167

10 Newnan               Est. February 28, 2002                   481,004                         39,283,000
                                                                 -------                         ----------
                                                               2,979,778                        316,314,590

11 Barrett                  April 25, 2003                -      4?0,555                  -   $  80,000,000               -

12 Heritage                  May 15, 2003                 -      262,933                  -   $  39,936,812               -

13 Hiram                     May 30, 2003                 -      367,407                  -   $  45,508,000               -

                                                               4,070,673                        481,759,402


                        JAN. '02       APRIL '02      JULY '02   SEPT. '02
                        CLOSING        CLOSING        CLOSING    CLOSING
      PROPERTY           PRICE          PRICE          PRICE      PRICE
- -------------------------------------------------------------------------
                                                     
1  Barrett             $        0  $             0    $      0   $      0

2  Venture Duluth,
   GA

3  Hiram               $        0  $             0    $      0   $      0

4  Douglas
   Douglasville, GA

5  Southlake Morrow,
   GA                                construction
                                   loan or earnout

6  Turkey Knoxville,                  Commit to
   TN                                  Purchase

                                   $    10,572,688

7  Westside                           Commit to
   Huntsville, AL                      Purchase
                                   $    56,056,735

          Subtotal

8  Fayetteville
   Fayetteville, NC

9  Sarasota
   Sarasota, FL

              TOTAL    $        0  $    6?,?29,423    $      0   $      0

10 Newnan                 Feb. 28
                       39,283,000

11 Barrett                      -                -           -          -

12 Heritage                     -                -           -          -

13 Hiram                        -                -           -          -




                                 "EXHIBIT A-11"

                                    [GRAPHIC]



                                 "EXHIBIT A-12"

                                    [GRAPHIC]



                                 "EXHIBIT A-13"

                                    [GRAPHIC]



                                                                        4/3/2003
                                  EXHIBIT B-11
                      BARRETT PAVILION - KENNESAW, GEORGIA



                                                                             LEASE         LEASE
                                                ANNUAL          RENT      COMMENCEMENT   EXPIRATION
             TENANTS                  S.F.     BASE RENT    PER SQ. FOOT      DATE          DATE
             -------                  ----     ---------    ------------  ------------   ----------
                                                                         
Shadow Anchored by a 117,000 SF
  Target
          PHASE I & II
Media Play (Best Buy)                 49,412    439,767.00  $       8.90   October-94    January-15
Old Navy                              20,000    270,000.00  $      13.50  February-95   February-05
The School Box                        36,531    310,514.00  $       8.50   January-00    January-05
Goody's                               35,573    355,730.00  $      10.00     May-96        May-11
Shoe Carnival                         10,000    131,400.00  $      13.14   October-94    January-05
Goody's Expansion                      9,735     97,350.00  $      10.00     May-01        May-11
Ulta III                               8,784    114,192.00  $      13.00  November-94   November-04
           PHASE III
JoAnn's                               46,000    425,500.00  $       9.25     May-00      January-11
AMC Theater                           94,774  2,723,805.00  $      28.74    July-99       June-19
Golfsmith                             26,021    299,242.00  $      11.50    July-98       July-13
Terri's Furnishings (25 Stores)       18,000    171,000.00  $       9.50     May-00       March-10
Bailey's Pub                          10,500    178,710.00  $      17.02  February-02   November-11
The Melting Pot                        4,500     76,500.00  $      17.00     May-02       April-12
TED'S MONTANNA GRILL (EARNOUT)         3,600     57,600.00  $      16.00     MAY-03     NOVEMBER-07
PIZZA PARLOR (EARNOUT)                 2,825     47,600.00  $      16.85
MARBLE SLAB (EARNOUT)                  1,400     25,200.00  $      18.00     MAY-03     NOVEMBER-07
           PHASE IV
HOME GOODS (TJX) (OPENED)             25,000    262,500.00  $      10.50    APRIL-03     JANUARY-13
Landry's                               9,900     95,000.00  $       9.60    June-99        May-14
H.H. GREGG (OPENED)                   30,000    300,000.00  $      10.00    APRIL-03     JANUARY-18
AMBUSH (LEASED)                       12,000    162,000.00  $      13.50    JULY-03      JANUARY-08
Rafferty's                             6,000     93,000.00  $      15.50    July-99       July-09
TOTALS                               460,555  6,636,610.00




                                                                        4/3/2003
                                  EXHIBIT B-12
                       HERITAGE PAVILION - SMYRNA, GEORGIA



                                                                             LEASE         LEASE
                                                ANNUAL          RENT      COMMENCEMENT   EXPIRATION
             TENANTS                  S.F.     BASE RENT    PER SQ. FOOT      DATE          DATE
             -------                  ----     ---------    ------------  ------------   ----------
                                                                         
PetSmart                              25,589    339,310.00  $      13.26  September-95   January-16
T J Maxx                              50,401    428,409.00  $       8.50   August-00     August-10
Media Play (Best Buy)                 48,729    487,292.00  $      10.00   August-95     January-16
Marshall's                            30,688    345,240.00  $      11.25   October-95    January-11
Hifi Buys (Tweeter)                   20,072    366,314.00  $      18.25  September-95  September-10
Cost Plus                             18,750    384,375.00  $      20.50   October-95    October-10
Michael's                             17,020    280,830.00  $      16.50   October-95    January-11
Rhodes                                42,934    472,274.00  $      11.00   August-95     August-15
Ulta III                               8,750    148,750.00  $      17.00  September-95  September-05
ATM                                              19,200.00                November-02   November-07
TOTALS                               262,933  3,271,994.00




                                  EXHIBIT B-13
                        HIRAM PAVILION - HIRAM, PAVILION



                                                                             LEASE         LEASE
                                                ANNUAL          RENT      COMMENCEMENT   EXPIRATION
             TENANTS                  S.F.     BASE RENT    PER SQ. FOOT      DATE          DATE
             -------                  ----     ---------    ------------  ------------   ----------
                                                                         
SHADOW ANCHORED BY SUPER TARGET,
 SAM'S CLUB & HOME DEPOT
            PHASE I
Kohl's (GROUND LEASE)                 86,584    359,324.00  $       4.15    March-01     January-22
Ross                                  30,187    316,964.00  $      10.50  December-01    January-12
Famous Footwear                       12,000    162,000.00  $      13.50  November-01    January-12
KB Toys                                5,000     70,000.00  $      14.00     May-02        May-07
Hibbett's                              5,000     70,000.00  $      14.00   January-03    January-08
Atlanta Bread                          4,500     81,000.00  $      18.00    April-02      April-12
Washington Mutual                      3,750     75,000.00  $      20.00    July-02       July-07
Payless Shoesource                     2,800     47,600.00  $      17.00    March-02      March-12
Electronic Boutique                    1,800     30,600.00  $      17.00  November-02   November-07
Sally Beauty                           1,500     26,250.00  $      17.50  February-02    January-07
Fantastic Sam's                        1,400     24,150.00  $      17.25    March-02      March-07
Goody's                               40,000    360,000.00  $       9.00   August-01     August-16
VACANT SHOPS (UNDER NEGOTIATION)       8,400    117,600.00  $      14.00   JANUARY-03    JANUARY-08
O'Charley's (GROUND LEASE)             7,000     70,000.00  $      10.00    March-02      March-17
Mattress Firm                          4,000     73,200.00  $      18.30   August-02      March-12
VACANT (UNDER NEGOTIATION)             3,000     58,500.00  $      19.50    JUNE-03      JANUARY-08
Lemstone                               2,500     41,250.00  $      16.50  December-01   December-06
VACANT (UNDER NEGOTIATION)             2,400     38,400.00  $      16.00    JUNE-03      JANUARY-08
Johnny's NY Pizza                      2,300     40,250.00  $      17.50  February-02   February-07
VACANT (UNDER NEGOTIATION)             2,100     37,800.00  $      18.00    JUNE-03      JANUARY-08
Collins Jewelry                        1,600     28,800.00  $      18.00    July-02       July-07
Regal Nails                            1,400     27,300.00  $      19.50   August-02     August-07
Southeast Wireless                     1,400     25,200.00  $      18.00   August-02     August-07
Herb & Vitamin Depot                   1,200     19,200.00  $      16.00   October-02   November-07
Planet Smoothie                        1,200     21,600.00  $      18.00    July-02       July-07
           PHASE II
Marshall's                            30,000    225,000.00  $       7.50  November-01   January-12
LINENS N THINGS (NOT BUILT/EARNOUT)   28,000    308,000.00  $      11.00  SEPTEMBER-03    APRIL-17
MICHAEL'S                             24,000    237,600.00  $       9.90   JANUARY-03    JANUARY-13
PETSMART                              15,336    164,862.00  $      10.75   JANUARY-03    JANUARY-18
Pier 1                                10,000    147,500.00  $      14.75  February-03     April-13
Dollar Tree                           10,000    100,000.00  $      10.00   October-02   November-07
Rack Room                              8,050    128,800.00  $      16.00   August-02     January-10
VACANT SHOPS (UNDER NEGOTIATION)       5,000     87,500.00  $      17.50    JUNE-03       APRIL-08
Tequila Mexican Restaurant             4,000     64,000.00  $      16.00    June-03       April-08
TOTALS                               367,407  3,685,250.00




[INLAND LOGO]
Inland Real Estate Acquisitions, Inc.,
2901 Butterfield Road
Oak Brook, Illinois 60523
630-218-8000

                                December 11, 2001


Mr. Stan Thomas
Thomas Enterprises, Inc.
300 Village Green Circle, Suite 200
Smyrna, GA 30080

Dear Stan:

I think it is probably smart that we execute an extension that we talked about
on the closing of Douglasville and Venture, which shall amend our Agreement. It
is understood and agreed that the Douglasville closing originally scheduled for
December 14, 2001 has now been extended to December 20th. In addition, we will
attempt to close Venture Pointe on Thursday, December 20th. However, we agree
that both closings can occur on Friday December 21, 2001 by 12:00 pm E.S.T.
according to the terms of the Agreement, if we do not succeed in closing these
properties on December 20, 2001.

                                         Sincerely,

Accepted and Agreed:                     INLAND REAL ESTATE ACQUISITIONS, INC.
Thomas Enterprises, Inc.


                                         /s/ G. Joseph Cosenza
By /s/ Stan Thomas                       G. Joseph Cosenza
   -------------------                   President
   Stan Thomas
   President

Date:   12/12/01
      ---------------

dh

                                                                          [LOGO]

                            WE'RE BUYING REAL ESTATE



                            NEWNAN PAVILION AMENDEMNT

     This Newnan Pavilion Amendment ("Amendment") by and between Thomas
Enterprises, Inc., ("Thomas") and FOURTH QUARTER PROPERTIES XVII, L.L.C.
(collectively, "Seller") and Inland Real Estate Acquisitions, Inc., or its
nominee, ("Purchaser") amends and modifies that certain agreement (the
"Agreement") dated November 29, 2001, and accepted on November 30, 2001, by
Thomas and the owners of the original properties (the "Original Properties") as
described as Property 2 and Properties 4-9 in the Agreement.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase that
certain shopping center property containing approximately 481,004 square feet
located in Newnan, Georgia (the "Newnan Property") described on the Site Plan
attached hereto as Exhibit A-10 and containing the leases listed on Exhibit
B-10 attached hereto for a purchase price of $39,283,000 and otherwise in
accordance with the terms of the Agreement. Accordingly, the Purchase Price set
forth in Paragraph 1 of the Agreement is hereby changed from $277,031,590 to
$316,314,590. The closing date for the Newnan Property shall be on or before
February 28, 2002, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Newnan Property after the closings of all of the
Original Properties except for Turkey Creek Phase II, Westside Centre Shopping
Center and the earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Newnan
Property in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the Newnan Property. Likewise, all of Purchaser's
rights of inspection, representations, warranties, obligations and indemnities
under the Agreement shall apply to the Newnan Property in the same manner as
applied to the Original Properties. All conditions and contingencies to
Purchaser's rights and obligations to purchase the Original Properties shall
apply to the Newnan Property, But not withstanding the foregoing, Thomas and
Seller disclose that the Home Depot ground lease is subject to purchase right
asset forth in such ground lease, and parties agree that the representations and
warranties in the Agreement are revised accordingly.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this Amendment.

     Exhibit D to the Agreement is hereby amended to add in all cases
     in which Exhibits B are [ILLEGIBLE] a reference to the Newnan Property
     (Exhibit B-10) in both paragraphs thereof.

     The Capitalization Rate applicable to the Newnan Property is 9.9312% and
the Purchase Price will be decreased or increased at the closing in accordance
with the terms of the first paragraph of Exhibit D of the Newnan Property. For
eighteen (18) months following the closing of the Newnan Property, Purchaser
will pay an amount to Seller for new tenants of buildout vacant space in
accordance with the second paragraph of Exhibit D (but in no event in an amount
more than the amount for the Newnan Property set forth in Paragraph 1 of the
Agreement and as listed on Exhibit C).

     Purchaser's obligation to provide construction financing and pay earnout
amounts as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Newnan Property.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

SELLER:                                 PURCHASER:

INLAND REAL ESTATE                      THOMAS ENTERPRISES, INC.
  ACQUISITIONS, INC., or its Nominee

By: /s/ [ILLEGIBLE]                     By: /s/ [ILLEGIBLE]
    ---------------                         ---------------
Its: President                          Its: President
     -------------                           ------------
Date: 12/6/01                           Date: 12/6/01
     -------------                            -----------

                                        Fourth Quarter Prop. XVII L.L.C.

                                        By: /s/ [ILLEGIBLE]
                                            ----------------
                                        Its: Manager
                                             ---------------
                                        Date:  12/6/01
                                               -------------



                                  EXHIBIT A-10

                                    [GRAPHIC]



                                 NEWNAN PAVILION

                                  EXHIBIT B-10



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ---------------------------------------------------------------------------------------------------
                                                                       
A     Home Depot GL              130,000    208,000.00   $       1.60
A     Kohls  GL                   66,684    432,820.00   $       6.00
      Kaulman Tires                6,500    121,843.00   $      18.71
A     Office Max                  23,500    235,000.00   $      10.00
      Retail (Vacant(?) Not in    18,000    168,000.00   $       8.75
A     PETsMART                    25,263    258,681.00   $       8.85
A     Goody's                     27,900    258,075.00   $       9.26
A     Goody's expansion           13,131    121,462.00   $       ?.25
      Shoe Carnival               10,000    125,000.00   $      12.50
      Dress Barn                   8,000    125,000.00   $      14.00
      Bath & Body  Not in          3,600     66,600.00   $      18.50
      Famous Footwear              6,500     ?8,750.00   $      12.60
      CiCl's Pizza  Not in         5,500     54,600.00   $       8.83
      Hancock Fabrics Not in      10,000     82,600.00   $       8.25
      Parable Christian            6,000     ?3,000.00   $      15.50
      Refall                       6,000     70,000.00   $      14.00
A     Circuit City                32,008    394,872.00   $      12.00
      Retail                       3,200     44,800.00   $      14.00
A     Ross  Not in                30,000    315,000.00   $      10.50
      KayBee Toys  Not in          5,000     70,000.00   $      14.00
      Powertal                     3,600     65,888.00   $      18.33
      Great Clips                  1,200     82,500.00   $      18.75
      The School Box               4,800     78,200.00   $      18.50
      Mattress King                6,400     89,280.00   $      13.85
      Top Nett                     1,200     23,400.00   $      18.50
      North GA Ortho               2,400     45,800.00   $      18.00
      Perfume Depot                1,820     33,215.00   $      10.25
      LaGrange Furniture           2,800     44,800.00   $      16.00
      Advance America              1,200     21,000.00   $      17.50
      Bank of America AIM  GL                17,400.00
      Ruby Tuesday  GL                       76,000.00
      Longhom  GL                            81,000.00
                     TOTAL       401,004     3,901.296




                                   "EXHIBIT C"

                                                                AMENDED 12/3/01
                                                                REVISED 11/28/01



                                                                                                   NEW           DEC. 01
                              Estimated            ORIGINAL       NEW           ORIGINAL          TOTAL          CLOSING
      PROPERTY              Closing Dates           SQ. FT.      SQ. FT.         PRICE            PRICE           PRICE
- --------------------------------------------------------------------------------------------------------------------------
                                                                                            
1  Barrett                                                0            0    $             0   $           0   $           0

2  Venture Duluth,
   GA                  Est. 12/21/2001              334,620      334,620    $    25,862,205   $  28,314,789   $  26,314,789

3  Hiram                                                  0            0    $             0   $           0   $           0

4  Douglas
   Douglasville, GA    Est. 12/14/2001              267,764      267,764    $    27,159,610   $  27,159,610   $  27,159,610

5  Suthlake Morrow,
   GA                  Est. 12/28/2001              507,748      523,848    $    61,275,188   $  65,897,903   $  65,897,803

6  Turkey Knoxville,
   TN                  Est. Ph.I: 12/28/2001 -      239,260      272,800    $    29,123,691   $  32,611,779   $  22,039,091
                       1/11/2002
                       Est. Ph II: 04/30/2002 -
                       09/30/2002

7  Westside
   Huntsville, AL      Est. 04/30-09/30/2002        487,661      504,364    $    55,835,571   $  56,056,735
                                                                            ---------------   -------------

            Subtotal                                                        $   199,256,265   $ 208,040,716

8  Fayetteville
   Fayetteville, NC    Est.12/28/2001 -
                       1/11/2002                                 271,859                      $  28,982,874   $  28,982,874

9  Sarasota
   Sarasota, FL        Est.12/28/2001 -
                       1/25/2002                                 323,519                      $  40,008,000   $  40,008,000

              TOTAL                               1,847,053    2,498,774    $   199,256,265   $ 277,031,590   $ 210,402,167

10 Newnan               Est. February 28, 2002                   481,004                         39,283,000
                                                                 -------                         ----------
                                                               2,979,778                       316,314,4590


                        JAN. '02      APRIL '02       JULY '02  SEPT. '02
                        CLOSING        CLOSING        CLOSING    CLOSING
      PROPERTY           PRICE          PRICE          PRICE      PRICE
- -------------------------------------------------------------------------
                                                     
1  Barrett             $        0  $              0   $      0   $      0

2  Venture Duluth,
   GA

3  Hiram               $        0  $              0   $      0   $      0

4  Douglas
   Douglasville, GA

5  Suthlake Morrow,
   GA                                construction
                                   loan or earnout

6  Turkey Knoxville,                  Commit to
   TN                                  Purchase

                                   $     10,572,688

7  Westside                           Commit to
   Huntsville, AL                      Purchase
                                   $     56,056,735

          Subtotal

8  Fayetteville
   Fayetteville, NC

9  Sarasota
   Sarasota, FL

              TOTAL    $        0  $     66,829,423   $      0   $      0

10 Newnan                 Feb. 28
                       39,283,000




[INLAND(R) LOGO]
Inland Real Estate Acquisitions, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
630-218-8000

                                November 30, 2001

Mr. Stan Thomas
Thomas Enterprises
300 Village Green Circle, Suite 200
Smyrna, GA 30080


Dear Stan:

It is understood by Inland that on Turkey Creek Phase II and Huntsville, the
closings could occur at any time between April 1, 2002 through September 30,
2002.

In Paragraph 14 of the Agreement, you shall have 5-days from today to complete
Exhibit E. Furthermore, Thomas Enterprises, Inc., has agreed to indemnify
purchaser on any threatened or pending litigation that is set forth on Exhibit
E.

In Paragraph 18 of the Agreement, it is understood and agreed that the Surveyor
only has to show utility lines to the extent they are visible or can be
established by existing plans and specifications.

As you know, I need an audit on each of the properties I purchase. It is
probably unlikely that my Auditors, KPMG could accomplish this before any of the
closings (although they may try on one or two of them). Therefore, what I really
need now is for you to sign the audit letter that we have agreed to, so that the
auditors can accomplish their tasks after the closings.


                                           Sincerely,

                                           INLAND REAL ESTATE ACQUISITIONS, INC.

Accepted:
Thomas Enterprises, Inc.                   /s/ G. Joseph Cosenza
                                           G. Joseph Cosenza
                                           Vice Chairman

By: [ILLEGIBLE]
    -------------
Its: President

[GRAPHIC]

bap

                            WE'RE BUYING REAL ESTATE



2901 Butterfield Road                                                [GRAPHIC]
Oak Brook, Illinois 60523                   REAL ESTATE
630-218-8000                            FOR THE NEXT CENTURY
                                        REVISED
                                        November 29, 2001
                                        [INLAND(R) LOGO]


THOMAS ENTERPRISES, INC. (Seller)
Attn: Stan Thomas
300 Village Green Circle -- Suite 200
Smyrna, GA 30080
SEE ADDITIONAL SELLER'S ON SIGNATURE PAGE

PROPERTY 2: Venture Point Shopping Center
Located at Interstate 85 and Steve Reynolds Blvd., Duluth, GA., Containing
334,620 sq. ft.

PROPERTY 4: Douglas Pavilion Shopping Center
Located at Douglas Blvd & Chapel Hill Road, Douglasville, GA., Containing
267,764 sq. ft.

PROPERTY 5: Southlake Pavilion Shopping Center, Phases III, IV & V
Located at 1900 Mt. Zion Road, Morrow, GA., Containing 523,848 sq. ft.

PROPERTY 6: Turkey Creek Shopping Center
Located in Knoxville, TN., Containing 272,800 sq. ft. (see Exhibit C)

PROPERTY 7: Westside Center Shopping Center
Located in Huntsville, AL., Containing 504,364 sq. ft.

PROPERTY 8: Fayetteville Pavilion Phase I and II
Located in Fayetteville, NC, Containing 271,859 sq. ft.

PROPERTY 9: Sarasota Pavilion Shopping Center
Located in Sarasota, FL, Containing 323,519 sq. ft.

Dear Stan:

         This letter represents this corporation's offer to purchase Property
2, 4, 5, 6, 7, 8 and 9 as stated above, consisting of a total of 2,498,774
net rentable square feet, located in Duluth, Douglasville and Morrow, GA.,
Knoxville, TN. and Huntsville, AL., Fayetteville, NC and Sarasota, FL (see
Exhibits A2, A4-A9 attached).

         The above properties shall include all the land and buildings
(excluding all the buildings pertaining to ground leases) and common facilities,
as well as all personalty within the buildings and common areas, supplies,
landscaping equipment, and any other items presently used on the site and
belonging to owner.

         This corporation or its nominee will consummate this transaction on the
following basis:

         1.   The total aggregate purchase price for Property 2, 4, 5, 6,
              7, 8 and 9 shall be $277,031,590.00, all cash, plus or minus
              prorations, with no mortgage contingencies, to be paid by wire
              transfer at CLOSING IN DECEMBER 2001, OR JANUARY 02, AS SET FORTH
              IN PARAGRAPH 21 AND APRIL 2002-SEPTEMBER 2002 (AS PROVIDED IN
              EXHIBIT C). With respect to Turkey Creek Phase II and the Westside
              Pavilion, closing shall occur IN APRIL 2002, OR, AT SELLER'S
              ELECTION, IN SEPTEMBER 2002, WITH THE BALANCE OF ANY PURCHASE
              PRICE TO BE PAID IN ACCORDANCE WITH EXHIBIT D, PROVIDED THE
              CLOSING SHALL NOT OCCUR PRIOR TO TEN (10) DAYS FOLLOWING
              COMPLETION OF CONSTRUCTION. (see Paragraph 6 and 12 and Exhibit
              C).



REVISED November 29, 2001

PAGE 2

              Purchaser shall allocate the land, building and depreciable
              improvements prior to closing.

              The purchase price allocation for each property shall be: Venture
              point $26,314,789.00, Douglasville Pavilion $27,159,610.00,
              Southlake Pavilion $65,897,803.00,Turkey Creek $32,611,779.00 (see
              Exhibit C), Westside Center $56,056,735.00, Fayetteville Pavilion
              $28,982,874.00 and Sarasota Pavilion $40,008,000.00.

              See Exhibit D for the future Purchase Price earnout formula.

         2.   There are no real estate brokerage commissions involved in this
              transaction. (Parties will make customary mutual indemnities at
              closing)

         3.   Seller represents and warrants that the above referenced
              properties are leased (or attempting to be leased to) to the
              tenants described on Exhibits B2, B4-B9 on triple net leases
              covering the buildings (except roof and structure) and all of the
              land, parking areas, reciprocal easements and REA agreements (if
              any), for the entire terms and option periods. Any concessions
              given to any tenants that extend beyond the closing day shall be
              settled at closing by Seller giving a full cash credit to
              Purchaser for any and all of those concessions. Seller will
              deliver copies of any new leases for the properties not listed on
              Exhibits B2, B4-B9, at least five days prior to closing.

         4.   Seller warrants and represents (to the best of Seller's knowledge)
              that the properties are free of violations, and the interior and
              exterior structures are in a good state of repair, free of leaks
              and structural problems, and the properties are in full compliance
              with Federal, State, City, and Country ordinances, environmental
              laws and concerns, and no one has a lease that exceeds the lease
              term stated in said leases, nor does anyone have an option or
              right of first refusal to purchase (and except for the fact that
              Linens' N Things has a first right of refusal if the property
              converts to condominiums) or extend (except such extensions
              provided in the leases), nor is there any contemplated
              condemnation of any part of the property, (except for
              approximately a half acre in Venture) nor are there any current or
              contemplated assessments. Seller will use its best efforts to
              obtain zoning letters for each property . Seller shall retain the
              title to the billboard on the Venture property along the
              Interstate and Purchaser shall grant an ingress and egress
              easement to such billboard.

         5.   Seller warrants and represents that the leases are triple net
              leases.

              Prior to closing, Seller shall not enter into or extend any
              agreements other than leases that can not be terminated at or
              prior to closing without Purchaser's approval and any contract
              presently in existence not accepted by Purchaser shall be
              terminated by Seller, WITH THE EXCEPTION OF THOSE CONTRACTS
              DESCRIBED IN SECTION 20. Any work presently in progress on the
              property shall be completed by Seller prior to closing, or shortly
              thereafter.

         6.   It is understood that the Seller, shall be liable and responsible
              at their sole cost and expense, to complete the construction of
              any work contracted for by any agreements executed prior to
              closing of the shopping centers and all of the land for which
              Purchaser is paying full price at closing. Upon completion of said
              construction, Seller shall be responsible for delivering final
              unconditional occupancy permits which shall be issued from the
              Cities of Duluth, Douglasville, and Morrow, GA, Knoxville, TN,
              Huntsville, AL, Fayetteville, NC and Sarasota, FL and/or any
              required governmental agencies for the shopping centers. Seller
              shall indemnify and warrants



REVISED November 29, 2001

PAGE 3

              and represents to Purchaser that Purchaser shall have no
              obligation whatsoever regarding the construction of the above,
              Venture Point, Douglasville Pavilion, Southlake Pavilion, Turkey
              Creek, Westside Centre, Fayetteville Pavilion and Sarasota
              Pavilion shopping centers or placing the tenants into their
              rentable rental spaces.

              Said construction shall be completed in total in accordance with
              all the plans and specifications as accepted by the cities of
              Duluth, Douglasville, Morrow, GA, Knoxville, TN, Huntsville, AL,
              Fayetteville, NC and Sarasota, FL for the shopping centers.
              Completion shall be deemed to have occurred after the Seller
              delivers to Purchaser a final unconditional certificate of
              occupancies for each of the buildings, in each of the shopping
              centers, and certificates for the properties signed by the Seller
              that to the best of Seller's knowledge the construction of each of
              the shopping centers has been fully completed in accordance with
              the plans and specifications as agreed to by the Cities of Duluth,
              Douglasville, Morrow, GA, Knoxville, TN, Huntsville, AL,
              Fayetteville, NC and Sarasota, FL and all applicable governmental
              rules, ordinances, regulations and requirements have been
              satisfied, and each and every tenant, guarantor or subtenant has
              accepted their space "as is" and take total possession commences
              full rental payments.(SEE INSERT)

              This Paragraph 6 is not contemplated to be a construction
              completion guarantee for the properties unless a prior agreement
              to construct is in existence.

         7.   Prior to closing Seller shall furnish Purchaser with estoppel
              letters acceptable to Purchaser from all tenants.

         8.   Seller is responsible for payment of any leasing brokerage fees or
              commissions which are due any leasing brokers for the existing
              leases stated above.

         9.   This offer is subject to Seller supplying to Purchaser prior to
              closing a certificate of insurance from the tenants and guarantors
              in the form and coverage required by the leases FOR THOSE LEASES
              THAT REQUIRE TENANTS AND GUARANTORS TO SUPPLY SELLER WITH SUCH
              CERTIFICATES.

         10.  Seller shall supply to Purchaser 10 days prior to each closing,
              and Seller shall pay for at each closing, a certificate which must
              be acceptable to Purchaser from a certified hygienist for
              environmental concerns that there is no asbestos, PCBs, or
              hazardous substance in the buildings and on the properties; in
              other words, a Level 1 environmental audit (and Level 2 audit, if
              required).

         11.  The above sale of each of the real estate properties shall be
              consummated by conveyance of special or limited warranty deeds
              from Seller to Purchaser's designee, with the Seller paying any
              city, state, or country transfer taxes for the closing.



REVISED November 29, 2001

PAGE 4

         12.  The closings shall occur through Chicago Title & Trust Company, in
              Chicago, Illinois with Nancy Castro as Escrowee, according to the
              schedule described in Section 1 above, at which time title to the
              above properties shall be marketable; i.e., free and clear of all
              liens, encroachments and encumbrances.

              This offer is subject to Seller's delivering a customary Owner's
              affidavit and Purchaser being able to obtain an ALTA form B
              owner's title policies with complete extended coverage and
              required endorsements, waiving off all new construction, including
              (3.1 zoning including parking and loading docks, if available) and
              insuring all improvements as legally conforming uses and not as
              non-conforming or conditional uses, paid by Purchaser.

              All warranties and representations are true now and will be true
              at each closing and survive the closings for one (1) year.

              Each party shall be paid in cash their respective credits,
              including, but not limited to, security deposits, rent, (for those
              properties closing in December, rents as of DECEMBER 1 AND FOR
              THOSE PROPERTIES CLOSING IN JANUARY, RENTS AS OF JANUARY 1ST)
              expenses with a proration of real estate taxes based on the most
              recent bill or latest assessment, or the estimated assessments for
              2001 OR 2002, AS APPLICABLE with a later reproration of taxes when
              the actual bills are received. At closing, no credit will be given
              to Sellers for any past due, unpaid or delinquent rents. Purchaser
              shall reimburse Seller to the extent such past due, unpaid, or
              delinquent rents OR ANY PAYMENTS FOR CAM, TAXES OR INSURANCE FOR
              PERIODS PRIOR TO CLOSING ARE SUBSEQUENTLY COLLECTED.
              NOTWITHSTANDING THE FOREGOING, SELLER REPRESENTS AND WARRANTS THAT
              IT SHALL BE SOLELY RESPONSIBLE FOR THE RECONCILIATION OF ALL CAM,
              TAX AND INSURANCE PAYMENTS BY ALL OF THE TENANTS FOR CALENDAR YEAR
              2001.

         13.  Appraisals of each of the properties prepared by an MAI or other
              qualified appraiser, acceptable to Purchaser shall be delivered to
              Purchaser at closing at Purchaser's cost.

         14.  Seller represents and warrants that except as set forth on Exhibit
              E, Seller is not in default on any lease and there is no
              threatened or pending litigation.

         15.  Each party agrees to indemnify each other for any claim made by
              the Georgia, Tennessee, Alabama, North Carolina and Florida
              Departments of Revenue (or any applicable Taxing Authority) for
              any tax owed by such party but claimed from the other party, as a
              result of this sale.
              Seller warrants and represents that he has paid all unemployment
              taxes to date.

         16.  Prior to closing, Seller shall furnish to Purchaser copies of all
              guarantees and warranties, which Seller received from any and all
              contractors and sub-contractors pertaining to the properties. This
              offer is subject to Purchaser's satisfaction that all guarantees
              and warranties survive the closing and are assignable and
              transferable to any titleholder now and in the future, (provided
              they are assignable and transferable).

         17.  This offer is subject to the properties, other than Sarasota,
              being 100% occupied at the time of closings, with all tenants
              (EXCEPT FOR ASHLEY'S AT VENTURE AND SOUTHLAKE), occupying their
              space, opened for business and paying full rent current as shown
              on Exhibit B attached. Full rent shall include CAM, taxes, and
              insurance. SHOULD ANY PROPERTIES OTHER THAN SARASOTA BE LESS THAN
              100% OCCUPIED, WITH ALL TENANTS OPEN FOR BUSINESS (EXCEPT THAT
              ASHLEY'S AT VENTURE AND SOUTHLAKE ONLY NEED TO HAVE TAKEN
              POSSESSION OF THEIR LEASED PREMISES AND COMMENCED PAYING FULL RENT
              CURRENT) AND PAYING FULL RENT AT THE TIME OF CLOSINGS THEN THE
              AMOUNT DUE AT CLOSINGS WILL BE ADJUSTED IN ACCORDANCE WITH EXHIBIT
              D. AT FAYETTEVILLE PAVILION, DELHAIZE SHALL BECOME THE GUARANTOR
              OF THE FOOD LION LEASE.



REVISED November 29, 2001

PAGE 5

         18.  Purchaser must receive the titles as stated above and a current
              Urban ALTA/ACSM as built survey for each property in accordance
              with the minimum standard detail requirements for ALTA/ACSM Land
              Title surveys jointly established and adopted by ALTA and ACSM in
              1999 and includes all Table A optional survey responsibilities
              (except topography) which must be acceptable to Purchaser and the
              title company and paid for by Purchaser.

         19.  Seller agrees to Immediately make available and disclose all
              information that Purchaser needs to evaluate the above property,
              including all inducements, abatements, concessions or cash
              payments given to tenants. Seller agrees to cooperate fully with
              Purchaser and Purchaser's representatives to facilitate
              Purchaser's evaluations and reports, including Purchaser obtaining
              at its cost,at least a one-year audit of the books and records of
              the property.

              Purchaser shall defend, indemnify and hold Seller and all
              shareholders, employees, officers, partners, members, managers and
              directors of Seller harmless from liability, cost and expense
              (including, without limitation, reasonable attorneys' and other
              professionals' fees and costs) suffered or incurred for injury to
              person or property caused by or as a result of Purchaser's
              inspection of the Property. This indemnity shall survive any
              termination and/or consummation of the transactions described
              hereby.

         20.  Purchaser shall accept the existing parking lot sweeping AND
              LANDSCAPE MAINTENANCE contracts, for 3 years, for Venture,
              Douglas, Southlake, Westside, and Sarasota IN THE CASE OF THE
              SWEEPING CONTRACTS, AND FOR VENTURE, DOUGLAS, SOUTHLAKE AND
              SARASOTA IN THE CASE OF LANDSCAPE MAINTENANCE CONTRACTS; PROVIDED,
              HOWEVER, THAT THE VENDOR WITH RESPECT TO ANY OF THOSE CONTRACTS
              MAY TERMINATE THEM UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
              PURCHASER.

              Until December 31,2002, Purchaser shall have a first right of
              offer to purchase the Hiram property previously called Property 3.

         21.  If Purchaser notifies Seller of its intention not to close the
              transactions described herein, Property 4 IS NOT CLOSED BY
              DECEMBER 14, 2001 OR PROPERTY 2 IS not closed by December 21, 2001
              or Properties 5 through 9 are not closed by December 28, 2001
              (WITH THE EXCEPTION OF TURKEY CREEK PHASE II AND WESTSIDE PAVILION
              AND EXCEPT THAT, AT PURCHASER'S SOLE OPTION, THE CLOSING FOR
              PROPERTIES 6 AND 8 MAY BE EXTENDED TO A DATE NOT LATER THAN
              JANUARY 11, 2002 AND THE CLOSING FOR PROPERTY 9 MAY BE EXTENDED TO
              JANUARY 25, 2002) for any reason other than the willful and
              intentional breach by Seller of its obligations hereunder, then
              this offer/agreement shall terminate, and the parties will have no
              further rights, obligations or liabilities hereunder except in
              accordance with those provisions of this agreement that survive
              termination. If Purchaser does not close or declares its intention
              not to close on any of the Properties in the following order, then
              Seller shall have the right to terminate this offer/agreement, and
              the parties will have no further rights, obligations or
              liabilities hereunder except in accordance with those provisions
              of this agreement that survive termination: (I) DOUGLASVILLE
              PAVILION, (II) VENTURE POINTE, (III) SOUTHLAKE, (IV) FAYETTEVILLE
              PAVILION,(V) TURKEY CREEK (PHASE I), AND (VI) SARASOTA PAVILION.

         This offer, of course, is predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA agreements, tenants' and guarantors'
financial statements, sales figures, new construction, representations of income
and expenses made by Seller, site inspection, environmental, appraisal, etc.,
and at least one year of audited operating statements on said property is
requried that qualify, comply with and can be used in a public offering.



REVISED November 29, 2001

PAGE 6

     If this offer is acceptable, please sign the original of this letter and
initial each page, keeping copies for your files and returning the original to
me by NOVEMBER 30, 2001.

                                         Sincerely,

ACCEPTED:                                INLAND REAL ESTATE ACQUISITIONS, INC.
                                         or nominee
/s/ Stan Thomas
- --------------------------------------
STAN THOMAS, AS PRESIDENT OF             /s/ G. Joseph Cosenza
THOMAS ENTERPRISES, INC.                 G. Joseph Cosenza
                                         Vice Chairman

DATE: 11/30/01
     ---------------------------------


VENTURE POINT I, L.L.C.                  FOURTH QUARTER PROPERTIES XV, L.L.C.

BY: /s/ [ILLEGIBLE]                      BY: /s/ [ILLEGIBLE]
   -----------------------------------      ---------------------------------
ITS: Manager                             ITS: Manager
    ----------------------------------       --------------------------------
DATE: 11/30/01                           DATE: 11/30/01
     ---------------------------------        -------------------------------


SOUTHLAKE PAVILION COMPANY, INC.         FOURTH QUARTER PROPERTIES XI, L.L.C.

BY: /s/ [ILLEGIBLE]                      BY: /s/ [ILLEGIBLE]
   -----------------------------------      ---------------------------------
ITS: President                           ITS: Manager
    ----------------------------------       --------------------------------
DATE: 11/30/01                           DATE: 11/30/01
     ---------------------------------        -------------------------------


FOURTH QUARTER PROPERTIES XXIII, L.L.C.  FOURTH QUARTER PROPERTIES XXVII, L.L.C.

BY: /s/ [ILLEGIBLE]                      BY: /s/ [ILLEGIBLE]
   -----------------------------------      ---------------------------------
ITS: Manager                             ITS: Manager
     ---------------------------------        -------------------------------
DATE: 11/30/01                           DATE: 11/30/01
     ---------------------------------        -------------------------------


FOURTH QUARTER PROPERTIES IX, L.L.C.     FOURTH QUARTER PROPERTIES XVI, L.L.C.

BY: /s/ [ILLEGIBLE]                      BY: /s/ [ILLEGIBLE]
   -----------------------------------      ---------------------------------
ITS: Manager                             ITS: Manager
     ---------------------------------        -------------------------------
DATE: 11/30/01                           DATE: 11/30/01
     ---------------------------------        -------------------------------



INSERT IN PARAGRAPH 6


Whether or not listed on any tenant's estoppel certificate, Seller represents
and warrants that it shall remain solely liable for any and all "punch list"
items that are raised by tenants within twelve (12) months of accepting their
space and shall be solely liable for claims or requests made by tenants for the
correction of defects, provided that such liability shall apply only to those
defects that are covered by a third party warranty benefiting Seller that is in
effect at the time of the submission of a claim by a tenant. Notwithstanding
anything herein to the contrary, Seller shall retain those rights under all
third party warranties that apply to such defects. In no event will Seller's
obligations to repair defects hereunder extend beyond the remaining time for the
applicable warranty period, which in no case may exceed one (1) year from the
date of closing of the respective Property. In no event shall Seller have any
liability for defects for tenant spaces older than one (1) year in any property.
Seller hereby represents and warrants to reimburse Purchaser (to the extent of a
claim by any tenant) and subject to the limitations set forth above until any
dispute as to a punch list item or defect is resolved. Purchaser shall refund
Seller to the extent such offset of rent is ultimately paid by such tenant to
Purchaser.



                            [VENTURE POINTE GRAPHIC]



                         [DOUGLASVILLE PAVILION GRAPHIC]



                          [SOUTHLAKE PAVILION GRAPHIC]



                              [TURKEY CREEK GRAPHIC]



                           [WESTSIDE PAVILION GRAPHIC]



                              [FAYATTEVILLE GRAPHIC]



                            [SARASOTA PAVILION GRAPHIC]



                                 VENTURE POINTE

                                   EXHIBIT B-2



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
A     Kohl's G/L                  88,584    424,2?1.?0   $       4.90      March-01        March-21
A     Ultra III Cosmetics          8,805    178,100.00   $      20.00      June-96         June-07
A     Babies R Us, G/L            43,000    170,000.00           G/L     November-96      January-14
A     Goody's Family Clothing     35,172    31?,548.00   $       9.00       May-96          May-11
A     Hobby Lobby                 ?3,000    371,000.00   $       7.00    December-00     December-10
      Golfsmith                   25,139    278,529.00   $      11.00    December-97     November-12
      Barbecue Galore              5,000     97,500.00   $      19.50    December-97     December-08
      Gateway                      8,000    180,000.00   $      20.00    November-98     November-03
      Hallmark                     7,500    123,750.00   $      16.50      July-97       February-08
      Ashleys                     39,420    344,925.00   $       8.75    December-01     December-11
      School Box                   8,000     84,800.00   $      10.60    September-99    September-04
      Winfield Hall               15,000    210,000.00   $      14.00      June-01         June-08
                       TOTAL     334,620     2,755,414

A     Super Target Anchored
      174,000 sq. ft. they
      pay .61 for CAM

A     Costco Anchored




                                DOUGLAS PAVILION

                                   EXHIBIT B-4



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
      PETsMART                    26,040    260,400.00   $      10.00     January-99      January-14
      Dress Barn                   8,938    134,085.00   $      15.00    September-98     January-07
      Rack Room Shoes              7,238    115,808.00   $      1?.00     August-98       August-08
      Party City - Georgia
      Operator                    12,000    174,000.00   $      14.50      July-98         June-08
      Office Max                  23,500    205,625.00   $       8.75     August-98      November-13
A     Marshall's                  30,513    224,880.81   $       7.37     August-98       August-08
A     Goody's                     29,792    268,128.00   $       9.00     October-98     September-13
A     Ross                        36,245    326,205.00   $       ?.00      April-01       January-12
      Joe's Crab House G/L         8,000     80,000.00            G/L     October-98      October-18
      Clothestime                  3,500     57,750.00   $      16.50      June-00         March-05
      Boot Village                 3,802     88,285.00   $      17.50       May-00          May-05
      A-1 Nails                    1,200     24,000.00   $      20.00      April-00        March-05
      Great Clips                  1,200     20,700.00   $      17.25      April-00       January-05
      Randstad                     2,000     37,000.00   $      18.50      April-00      December-04
      Casual Corner                9,936    158,976.00   $      16.00      June-01         April-10
      Funco Land                   1,?00     31,500.00   $      17.50      July-00       February-03
      Mattress Firm                4,103     67,699.50   $      16.50    November-99     November-09
      Hallmark                     ?,490     ?2,350.00   $      15.00    November-99     February-07
A     Pier One                     ?,363    133,422.75   $      14.25     October-99      October-09
      Media Play                  40,000    384,000.00   $       9.60    November-99      January-15
      Family Christian Store       5,003     81,298.75   $      16.25      March-00      December-09
                      TOTAL      267,764     2,936,114

      Target Anchored

      Target wanted to expand




                               SOUTHLAKE PAVILION

                                   EXHIBIT B-5



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
      Ashley's, Undr. Nag.        53,168    451,851.50   $       8.50      March-02        March-12
      Circuit City                44,714    491,854.00   $      11.00    November-96      January-17
      Petco                       15,000    225,000.00   $      15.00       May-96          May-11
      Ross Stores                 32,17?    289,575.00   $       9.00     October-01      October-11
      Baptist Book Store           8,000     91,500.00   $      15.25      July-97         July-07
      David's Bridal               ?,800    148,?96.00   $      1?.87      April-98        June-0?

      Joe's Crab Shack (G/L)       7,500     92,500.00            G/L     October-97     September-17
      Holywood Video               7,468    138,528.00   $      18.?0    December-96     December-06
      Atlanta Bread                3,600     71,460.00   $      19.85     August-97       August-07
      Barnes & Noble              23,000    345,000.00   $      15.00     August-97      September-12
      Just 4 Feet                 16,881    373,914.15   $      22.15     October-97      January-13
      Comp USA                    2?,815    335,187.50   $      12.50     October-97      October-12
      O.B.'s BBO                   4,200     84,882.00   $      20.21      July-01         July-11
      Balley's                    12,000    211,920.00   $      17.68
      LA Fitness                  41,000    533,000.00   $      18.00    September-01    September-16
      TGIF, G/L                    4,400     75,000.00            G/L      March-9?        March-0?
      Taco Bill, G/L               2,200     42,247.00            G/L      March-98        March-18
      Road House Grill, G/L        7,186     85,000.00            G/L    February-98     February-08
      Gateway 2000                 8,000    188,800.00   $      23.35    February-98      January-03
      Mattress Firm                4,400     72,?00.00   $      16.50    February-98     February-08
      Touch of an Angle            1,200     25,200.00   $      21.00     January-98       April-03
      Great Clips                  1,200     23,400.00   $      19.50      April-98        July-03
      Excell Temp                  1,?00     26,400.00   $      18.50       May-98          May-03
      First Computer               1,?73     34,650.50   $      18.50      June-98         March-?8
      Planet Smoothle              1,200     23,400.00   $      19.50      April-98         May-03
      ??Touch Cellular             1,200     22,200.00   $      18.50      June-98         June-01
      Funco Land                   2,400     39,000.00   $      16.25      July-9?         July-02
      Play It Again Sports         2,320     46,240.00   $      19.50    February-99     February-04
      Shop                         3,120     49,920.00   $      16.00
A     Staples                     23,942    269,347.50   $      11.25      July-00         July-15
A     Old Navy                    22,500    236,250.00   $      10.50    November-01     November-06
A     Linen's N Things            35,000    401,450.00   $      11.47      July-01        January-17
      Catherines                   4,500     67,500.00   $      15.00    November-01     November-06
A     Famous Footwear             10,500    165,375.00   $      15.75    November-01     November-06
      Kindreds                    20,000    250,000.00   $      12.50
A     Goody's                     45,000    405,000.00   $       9.00      July-01         July-16
      Factory 2U                  12,000    120,000.00   $      10.00
A     Bell South                   5,775    112,612.50   $      19.50     August-00        July-05
      TOTAL                      523,848     6,661,451

      Target Anchored

      Home Depot adjacent




                                  TURKEY CREEK

                                   EXHIBIT B-6



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
      Fashion Bug                  7,950    119,250.00   $      15.00      April-01       January-11
      Office Max                  23,500    258,500.00   $      11.00                     January-16
A     Linen-n-Things              35,000    376,250.00   $      10.75      March-01       January-17
A     Old Navy                    25,000    262,500.00   $      10.50      March-01      February-06
A     Goody's                     50,000    462,500.00   $       9.25    December-00      January-16
      Lifeway                     12,000    171,000.00   $      14.25     August-01       August-11
      Rack Room                    7,110    108,850.00   $      15.00     August-01       August-0?
A     Atlanta Bread                4,000     74,000.00   $      1?.50     August-01       August-11
      Marble Slab                  1,200     20,400.00   $      17.00     August-01       August-06
A     Radio Shack                  2,400     40,800.00   $      17.00     August-01       August-06
      Super Cuts                   1,200     22,500.00   $      18.75     August-01       August-06
      Window Pros                  1,200     21,600.00   $      18.00     August-01       August-06
      Image Art                    1,600     27,800.00   $      17.25     August-01       August-06
A     Payless                      2,800     49,000.00     Annualized     August-01       August-11
A     Cingular Wireless            1,200     21,600.00   $      18.00
      Friedman's                   1,600     28,000.00   $      17.50     August-01       August-06
      Bath & Body                  3,400     59,500.00   $      17.50     August-01       August-06
      Int'l Flair                  1,600     28,800.00   $      18.00     August-01       August-06
      Buffalow Wild Wings          5,000     90,000.00   $      18.00
                   Phase II
A     Pier One                    10,000    147,500.00   $      14.75
      Petsmart                    19,253    202,158.50   $      10.50
      Ross                        30,187    332,057.00   $      11.00
      Dollar Tree                 10,000    130,000.00   $      13.00
      Pearle Vision                2,100     36,750.00   $      17.50
A     GNC                          1,600     28,400.00   $      17.75    November-01     November-06
      Mangla Pizza                 2,400     43,200.00   $      18.00    November-01     November-06
A     Verizon                      3,000     54,000.00   $      18.00    November-01     November-06
      Shoe Dept.                   6,500    100,750.00   $      15.50     August-01       August-11
                    TOTAL        272,800     3,315,264

A     Super WalMart Anchored

A     Super Target Anchored




                                 WESTSIDE CENTRE

                                   EXHIBIT B-7



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
A     Verizon                      4,276     74,830.00   $      17.50
      Rack Room                    8,000    144,000.00   $      18.00
A     Babies R Us                 30,000    180,000.00   $       6.00
A     Marshalla                   30,000    270,000.00   $       9.00
      Office Depot                20,000    210,000.00   $      10.50
      Bath & Body                  3,000     67,000.00   $      19.00
A     Bed Bath & Beyond           30,000    384,500.00   $      12.15
A     Famous Footwear             12,000    192,000.00   $      16.00
A     Michaels                    24,000    258,000.00   $      10.76
      Hancock Fabrics             12,500     83,125.00   $       6.65
      Factory to You              15,000    185,000.00   $      11.00
A     Goody's                     40,000    380,000.00   $       9.50
      Dick's                      45,000    517,600.00   $      11.50
A     Stain Mart                  36,000    246,600.00   $       ?.85
A     Ross                        30,000    307,500.00   $      10.25
      Hallmark                     6,000     93,000.00   $      15.50
      The Avenue                   5,000     80,000.00   $      16.00
      Petsmart                    19,235    221,202.50   $      11.?0
      Comp USA                    28,500    312,075.00   $      10.95
      Atlanta Bread                4,400     92,400.00   $      21.00
      Cost Cutters                 1,200     24,600.00   $      20.?0
      Catherines                   4,000     64,000.00   $      1?.00
      Radio Shack                  2,420     33,?80.00   $      14.00
      Hi Fi Buys                  11,000    181,500.00   $      16.50
      Dollar Tree                 10,000    115,000.00   $      11.50
      Shops                        6,500    107,250.00   $      16.50
      Super Nails                  1,200     21,600.00   $      18.00
      Joy's Stride Rite            1,500     24,000.00   $      18.00
A     QDOBA                        2,400     43,200.00   $      18.00
A     Retail                      11,433    165,778.50   $      14.50
      Retail                      10,000    145,000.00   $      14.50
      Retail                      20,000    240,000.00   $      12.00
      Retail                       7,800    113,100.00   $      14.50
      Party City                  12,000    144,000.00   $      12.00
                TOTAL            ?04,364     5,871,841

A     Super Target Anchored




                                SARASOTA PAVILION

                                   EXHIBIT B-9



                                                                             LEASE         LEASE
                                              ANNUAL         RENT        COMMENCEMENT    EXPIRATION
            TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------------   -------   -----------   ------------   -------------   -------------
                                                                       
A     PUBLIX                      51,420    487,922.00   $       9.10     January-00      December-20
A     CLOTHESTIME                  3,600     66,600.00   $      18.50      July-00        December-05
      SUPERMARKET OF SHOES         9,400    188,000.00   $      20.00     August-00        August-10
A     S & K MENSWEAR               4,000     74,000.00   $      18.50      June-00        January-06
A     RADIO SHACK                  2,?00     42,?00.00   $      17.00    December-01      December-06
      HALLMARK                     3,500     57,7?0.00   $      16.50    November-00      February-06
      EYE MASTER/VISIONWORKS       3,500     73,500.00   $      21.00       May-00        December-11
A     STEIN MART                  37,?0?    195,026.00   $       5.20     August-99        August-04
      NATIONAL WEIGHT LOSS         2,?00     35,000.00   $      14.00      July-01          July-06
A     HOOTERS                      3,500     82,250.00   $      23.50      July-00        December-10
A     MICHAELS                    2?,500    270,2?0.00   $      11.50    February-00      February-09
A     OLD NAVY                    25,000    250,000.00   $      10.00     January-00      January-10
A     MARSHALLS                   27,842    208,815.00   $       7.50     October-99      January-10
A     BED BATH & BEYOND           40,000    612,800.00   $      12.82    September-99     January-15
A     ROSS STORE                  30,000    340,500.00   $      11.35    September-01     January-16
A     FASHION BUG                  8,000     9?,000.00   $      12.00    September-01     January-11
      VACANT                       2,379     42,822.00   $      18.00
      CLEANERS                     1,095     13,140.00   $      12.00    September-01    September-04
      VACANT                       1,500     22,875.00   $      15.25
A     HERTZ                        1,?00     25,?00.00   $      16.00    September-01    September-06
      WEST COAST WIRELESS          1,149     25,278.00   $      22.00      April-01        March-06
      SUPERCUTS                    1,219     28,037.00   $      23.00      July-01          July-06
      SIESTA NUTRITION             1,507     35,415.00   $      23.50      March-01        March-06
      ?KATEBOARDS INC.             1,484     26,970.00   $      17.50    September-01    September-06
      ?UTE NAILS                   1,279     28,138.00   $      22.00    September-01      March-06
A     BOOKS A MILLION             23,000    258,750.00   $      11.25    September-00     January-11
      THE AVENUE                   5,040     85,6?0.00   $      17.00    September-01     January-13
      HAIR SALON                   2,000     44,000.00   $      22.00      March-01        March-06
A     PANERA BREAD                 4,500     90,000.00   $      20.00    September-01    September-11
                   TOTAL         ?23,519     3,688,618




                                   "EXHIBIT C"

                                                                REVISED ??/??/??



                                                                                                ???           DEC.'01
                              Estimated           ORIGINAL      NEW         ORIGINAL           TOTAL          CLOSING
    PROPERTY               Closing Dates           SQ. FT.    SQ. FT.        PRICE             PRICE           PRICE
- --------------------- --------------------------- ----------- ---------- ---------------- ---------------- -------------
                                                                                         
[ILLEGIBLE]                                               0           0  $             0  $             0  $           0

[ILLEGIBLE]           Est. 12/21/2001               334,620     334,620  $    25,862,205  $    26,314,789  $  2?,314,789

                                                          0           0  $             0  $             0  $           0

[ILLEGIBLE]           Est. 12/14/2001               267,764     267,764  $    27,159,610  $    27,159,610  $  27,159,610

[ILLEGIBLE]           Est. 12/28/2001               507,748     523,848  $    61,275,188  $    65,897,803  $  65,897,803

[ILLEGIBLE]           Est. Ph. I: 12/28/2001 -
                      1/11/2002
                      Est. Ph. II: 04/30/2002 -
                      09/30/2002                    239,260     272,800  $    29,123,691  $    32,611,779  $  22,039,091

[ILLEGIBLE]           Est. 04/30-09/30/2002-        497,661     504,3?4  $    55,835,571  $    56,056,735
                                                                         ---------------  ---------------

        Subtotal                                                         $   199,256,265  $   208,040,716

[ILLEGIBLE]           Est. 12/28/2001 - 1/11/2002               271,859                   $    28,982,874  $  28,982,874

[ILLEGIBLE]           Est. 12/28/2001 - 1/25/2002               323,519                   $    40,008,000  $  40,008,000

           TOTAL                                  1,?47,053   2,498,774  $   199,256,265  $   277,031,590  $ 210,402,167


                         JAN '02        APRIL '02      JULY '02   SEPT '02
                         CLOSING         CLOSING       CLOSING    CLOSING
    PROPERTY              PRICE           PRICE         PRICE      PRICE
- --------------------- ------------- ------------------ --------- ----------
                                                     
[ILLEGIBLE]           $          0  $               0  $      0  $      0

[ILLEGIBLE]

                      $          0  $               0  $      0  $      0

[ILLEGIBLE]

[ILLEGIBLE]                         construction loan
                                        or earnout

[ILLEGIBLE]                             Commit to
                                        Purchase

                                    $      10,572,688

[ILLEGIBLE]                             Commit to
                                        Purchase

                                    $      56,056,735
        Subtotal

[ILLEGIBLE]

[ILLEGIBLE]

           TOTAL      $          0  $      6?,629,423  $      0  $      0




                              FAYETTEVILLE PAVILION

                                   EXHIBIT B-8



                                                                       LEASE         LEASE
                                        ANNUAL         RENT        COMMENCEMENT    EXPIRATION
      TENANTS                S.F.     BASE RENT    PER SQ. FOOT        DATE           DATE
- ------------------------   -------   -----------   ------------   --------------   -----------
                                                                    
Food Lion/De?ha?ze          45,000    459,000.00   $      10.20      March-00      December-1?
Dick's                      45,000    405,000.00   $       9.00    November-01      January-16
Linen's-n-Things            35,000    376,250.00   $      10.75    December-01      January-16
Petsmart                    26,040    273,420.00   $      10.50     January-00      January-16
Marshall's                  30,000    228,800.00   $       7.82    November-98     October-08
Michaels                    23,669    213,021.00   $       9.00      March-99      February-09
Dollar Tree                  6,000     78,000.00   $      13.00    September-01    September-06
Party City                  11,000    165,000.00   $      15.00    November-?8     December-08
Retail                       3,000     45,000.00   $      15.00    November-01     November-08
Fashion Bug                  8,?00    102,000.00   $      12.00     October-00      October-10
Rack Room                    7,?00    117,000.00   $      16.?0     August-99       August-09
Radio Shack                  2,1?0     35,475.00   $      16.50     January-00      January-05
Funco Land                   1,850     31,450.00   $      17.00     January-00      January-03
Wave Tel                     2,450     33,075.00   $      13.50      March-01        March-06
Omega Sports                 6,300     91,350.00   $      14.50      June-00         June-05
Kyoto Express                2,400     43,200.00   $      18.00    December-00     December-05
Jersey Mike's                1,200     20,700.00   $      17.25    December-00     December-05
Super Cuts                   1,200     21,600.00   $      18.00      April-01        April-06
Familty Christian            ?,200     80,600.00   $      15.50      March-01        March-11
Verizon Wireless             3,200     57,600.00   $      18.00     January-01      December-05
Buffalo Wild Wings           5,200     88,400.00   $      17.00     January-02      January-12
             TOTAL         271,859     2,9?5,741




                                 Earnout Formula



          Property                                    Capitalization Rate
          --------                                    -------------------
                                                         
          2. Venture Pointe                                 10.4710%
          4. Douglasville Pavillion                         10.8106%
          5. Southlake Pavillion                            10.1088%
          6. Turkey Creek Pavillion Phases I & II           10.1658%
          7. Westside Center                                10.1177%
          8. Fayettville Pavillion Phases I & II            10.2327%


At the closings, if any of the tenants listed on Exhibits B2 and B4 - B8 (or any
substitute described below) has not taken possession of their premises and begun
paying full rent on a current basis including all pass through amounts, or has
taken possession of their premises and has begun paying rent at an amount less
than that set forth in the respective Exhibits B2 and B4 - B8, then the amount
due to Seller for the respective Property shall be the amount equal to the
actual base minimum rent for such subject property divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. At the closings, if any of the tenants listed on Exhibits
B2 and B4 - B8 (or any substitute tenants therefore reasonably acceptable to
Purchaser) are paying rent at an amount in excess of that amount set forth in
the applicable Exhibits B2 and B4 - B8, then the amount due to Seller for such
premises shall be the actual base minimum rent divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. [IN CONNECTION WITH THE AUTOMATED TELLER MACHINE LOCATED ON
TURKEY CREEK (B6), THE PURCHASE PRICE FOR PHASE II THEREOF WILL BE INCREASED AS
A RESULT THEREOF IN AN AMOUNT EQUAL TO THE BASE MINIMUM RENT GENERATED BY THE
AUTOMATED TELLER MACHINE DIVIDED BY THE APPLICABLE CAPITALIZATION RATE SET FORTH
ABOVE AND SELLER WILL BE ENTITLED TO ALL RENTAL PROCEEDS THEREOF UNTIL THE
PURCHASE PRICE APPLICABLE THERETO IS PAID TO SELLER FROM PURCHASER.]

At any time before the expiration of eighteen (18) months following the closing
of the respective Property, Seller have a license and right to enter upon the
premises of any Property listed on B2 and B4 - B8 upon which a structure
currently exists but which is vacant at the time of closing of such Property to
construct tenant improvements and build out for the vacant space (as such space
may be modified by Seller in a manner reasonably acceptable to Purchaser and in
compliance with all applicable laws, leases and restrictions of record) provided
(i) Seller will not unreasonably interfere with any other tenant of the
respective Property or such Property's operations, (ii) Seller will take all
actions reasonably requested by Purchaser to prevent any mechanic's lien from
attaching to the respective Property, (iii) Seller will indemnify Purchaser with
respect to the construction of the tenant improvements and build out on the
respective Property and (iv) Seller will enter into contracts for construction
of such improvements with responsible contractors which will provide all
insurance and payment bonds generally required for construction related
activities of this type. Purchaser shall, at Seller's sole cost and expense,
assist Seller in obtaining all necessary permits, shall otherwise reasonably
cooperate in such construction and shall execute leases for applicable leasing
spaces which have been approved by Purchaser (which approval is not to be
unreasonably withheld), provided that Purchaser shall bear no liability or
expenses incurred in connection with such construction or leasing and placing
tenants in such spaces. Once such premises are completed, a final certificate of
occupancy has been issued, the respective tenant has taken possession of and
accepted such premises "as is", has opened for business and has begun paying
full rent on a current basis including all pass through amounts, then Purchaser
shall pay to Seller an amount equal to the base minimum rent from such tenant
divided by the applicable capitalization rate set forth above, but in no event
[(WHEN ADDED TO THE AMOUNT PREVIOUSLY PAID TO SELLER AT THE CLOSING OF THE
APPLICABLE PROPERTY)] more than the amount for each Property except for Phase II
of Exhibit B6 and Exhibit B7 set forth in paragraph 1 of the Agreement and as
listed on Exhibit C, not later than ten (10) business days following Seller's
written request therefor, accompanied by tenant's estoppel.



All closings for these additional improvements must comply with all of the terms
and conditions contained in the entire Agreement, [WITH THE EXCEPTION OF MATTERS
IN THE GENERAL ADDENDUM OR VENTURE ADDENDUM,] Seller hereby waives all rights
to additional amounts for improvements not completed with tenants occupying
their respective premises and paying full rent on a current basis including all
pass through amounts and otherwise complying with these provisions and the
Agreement not later than eighteen (18) months following the closing of the
respective Property.



                                GENERAL ADDENDUM

         So long as leases acceptable to Purchaser have been executed for such
area, Purchaser agrees to provide construction financing at a rate of nine
percent (9%) per annum (funded monthly upon certification by Purchaser's
Inspector whose fees and expenses will be paid by Seller) to Seller to construct
improvements (either as currently depicted on the site plan or substitutions
[THEREFOR] reasonably acceptable to Purchaser and in conformance with all legal
requirements) on [THE UNBUILT PORTIONS OF THE WESTSIDE CENTER IN HUNTSVILLE,
ALABAMA (B7) THE UNBUILT PORTIONS OF PHASE II OF TURKEY CREEK (B6), ON] either
side of Goody's at Southlake Pavilion [(B5)], and BW3 at Fayetteville [(B8)],
provided that in no case will Purchaser be required to provide financing in
excess of $70.00 per square foot. The documents evidencing this loan will be
reasonably acceptable to both parties. [WITHOUT REFERENCE TO THE REQUIREMENT
THAT THE STRUCTURE CURRENTLY EXISTS.] Seller will have the rights to construct
such improvements in accordance with and subject to the terms and conditions of
Exhibit D, and provided that Seller will have the right to access and construct
such improvements in accordance with the terms of Exhibit D and shall be
entitled to payment of earnout amounts calculated in accordance with Exhibit D
for four (4) years from the date of closing of the respective property.

         At Seller's sole cost and expense, the parties will exert their best
efforts to subdivide the outparcels indicated as Century Bank, Nationsbank and
SunTrust on Exhibit [B9] in accordance with all applicable laws, leases and
restrictions of record. If not subdivided earlier, this obligation shall survive
closing. If the outparcels have not been subdivided within [TWELVE(12)] months
of closing, then [PURCHASER IS UNCONDITIONALLY OBLIGATED TO PURCHASE SUCH
OUTPARCELS FROM SELLER FOR A PURCHASE PRICE OF TWO (2) MILLION DOLLARS
($2,000,000) ON A DATE NOT LATER THAN TEN (10) BUSINESS DAYS FOLLOWING SELLER'S
DEMAND THEREFOR ACCOMPANIED BY EACH TENANT'S ESTOPPEL CERTIFICATE. ALL CLOSINGS
FOR THESE OUTPARCELS MUST COMPLY WITH ALL OF THE TERMS AND CONDITIONS CONTAINED
IN THE ENTIRE AGREEMENT. UNTIL PURCHASER ACQUIRES THE OUTPARCELS, SELLER IS
ENTITLED TO ALL RENTAL PROCEEDS THEREFROM AND PURCHASER HEREBY AGREES TO DELIVER
ALL RENTAL PROCEEDS TO SELLER NOT LATER THAN FIVE (5) DAYS AFTER ITS RECEIPT
THEREOF FROM EACH TENANT OF AN OUTPARCEL. PURCHASER IS NOT LIABLE TO SELLER FOR
ANY DEFAULT BY THE TENANT OF EACH SUCH OUTPARCEL, BUT WILL COOPERATE WITH SELLER
TO ENFORCE SUCH LEASES AT SELLER'S SOLE COST AND EXPENSE].

                                VENTURE ADDENDUM

         Prior to closing, Seller and Purchaser will cooperate to subdivide
certain portions of the Venture Property (the "Outlots") crosshatched on
[EXHIBIT] A-2 consisting of approximately ______ square feet ("Outlot 1"), and
approximately ______ square feet ("Outlot 2"), and to the extent either of such
Outlots are so subdivided they shall not be conveyed to Purchaser. If either of
such Outlots are not subdivided before closing, then with respect to such
Outlots conveyed to Purchaser, Seller and Purchaser will exert their best
efforts to subdivide such Outlots and reconvey them to Seller at no cost to
Seller. Such Outlots will be subdivided only if they can be



conveyed as separate legal lots under all applicable laws and no lease or
reciprocal easement agreement (""REA"") will be violated as a result thereof
and further provided that all future use of the Outlots will be restricted by
existing leases at the Venture Property and the REA. Seller will have no right
to require construction financing with respect to either Outlot. If the Outlots
are not subdivided [AND WITHOUT REFERENCE TO THE REQUIREMENT THAT THE STRUCTURE
CURRENTLY EXISTS]. Seller will have the right to construct improvements on the
Outlots in accordance with and subject to the terms and conditions of Exhibit D,
provided that Seller will have the right to access and construct such
improvements and shall be entitled to payment of earnout amounts set forth in
Exhibit D for three (3) years from the date of closing of the Venture Property
(based on the capitalization rate for the Venture Property set forth in Exhibit
D). If the Outlots are subdivided, then, if Seller constructs any improvements
on the Outlots, a final certificate of occupancy is issued, the respective
tenant has taken possession of and accepted such premises ""as is,"" has opened
for business and has begun paying rent on a current basis including all pass
through amounts, all within three (3) years from the date of the closing of the
Venture Property, then Seller, at its sole option, may require Purchaser to
purchase such improvements and take assignment of and assume all applicable
leases (provided that Purchaser shall be entitled to review and approve all
leases, which approval will not be unreasonably withheld), and Purchaser shall
pay to Seller an amount equal to the base minimum rent from such tenant divided
by the capitalization rate set forth for the Venture Property in Exhibit D. Such
closing will comply with all of the terms and conditions contained in the entire
Agreement.

EX-10.25

                                                                   Exhibit 10.25

                                                      Allstate Insurance Company
                                                                 Loan No. 122393

                                  MORTGAGE NOTE

                                                               Chicago, Illinois
$10,000,000                                                    December 19, 2003

     1.   PAYMENT OF PRINCIPAL AND INTEREST. FOR VALUE RECEIVED, INLAND
SOUTHEAST DARIEN, L.L.C., a Delaware limited liability company (the "Maker"),
hereby promises to pay to the order of ALLSTATE INSURANCE COMPANY, and any
subsequent holder of this Note ("Holder" or "Holders") in the manner hereinafter
provided, the principal amount of TEN MILLION DOLLARS ($10,000,000), together
with interest on the outstanding principal balance from the date of the initial
disbursement (for purposes of this Note, "disbursement" means the date funds are
wire transferred from Holder's account) of all or a part of the principal of
this Note ("Disbursement Date") until maturity at the rate of four and 65/100
percent (4.65%) per annum ("Contract Rate") as follows:

     (a)  on the Disbursement Date, interest only, in advance, accruing from the
Disbursement Date to the last day of December, 2003, both inclusive; and

     (b)  interest only, in arrears, in the amount of THIRTY EIGHT THOUSAND
SEVEN HUNDRED FIFTY AND 00/100 DOLLARS ($38,750.00) on the first day of
February, 2004, and on the first day of each month thereafter until this Note is
fully paid (the initial payment and each subsequent payment under this
subparagraph (b) shall each hereinafter be referred to as "Monthly Payment");
and

     (c)  on June 1, 2010, the entire unpaid principal amount and any interest
accrued but remaining unpaid and all other sums due under this Note.

     Except for the interest payable under paragraph (a) above, interest shall
be payable in arrears and calculated on the basis of a 360 day year containing
twelve 30 day months. All such payments on account of the indebtedness evidenced
by this Note shall be first applied to interest accrued on the unpaid principal
amount and the remainder toward reduction of the unpaid principal amount.

     2.   PAYMENT INFORMATION. All payments required to be made hereunder shall
be made during regular business hours to Holder at its office c/o Commercial
Mortgage Division, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois 60062, Attention: Servicing Manager, with sufficient
information to identify the source and application of such payment to Holder's
Loan #122393, or at such other place as Holder may from time to time designate
in writing. All payments shall be made in currency of the United States of
America without presentment or surrender of this Note. Payments to Holder shall
be made by transferring immediately available federal funds by bank wire or
interbank transfer for the account of Holder. Any payment of principal or
interest received after 1:00 p.m. Chicago time shall be deemed to have been
received by Holder on the next business day and shall bear interest accordingly.
If and so long as Holder directs Maker to make payments to a servicing agent,
then payments may



be made by check. Payments made by check will not be deemed made until good
funds for such check are received by Holder or the servicing agent.

     3.   SECURITY FOR NOTE. The payment of this Note and all other sums due
Holder is secured by (a) a Mortgage, Assignment of Leases, Rents and Contracts,
Security Agreement and Fixture Filing ("Mortgage") of even date herewith,
granted by Maker, as mortgagor, to Holder and ALLSTATE LIFE INSURANCE COMPANY,
an Illinois insurance company ("ALIC"), as mortgagee, covering certain real
property, the improvements thereon and certain personal property situated in the
County of DuPage, State of Illinois and described in the Mortgage ("Property"),
and (b) those certain instruments of indebtedness and security described as
"Related Agreements" in the Mortgage. Except as otherwise defined herein, all of
the defined terms contained in the Mortgage and the Related Agreements are
hereby incorporated herein by express reference.

     4.   LATE CHARGES. If any Monthly Payment required under this Note not be
paid in full on or before the fifth (5th) day of the month in which such payment
is due, Maker acknowledges that the Holder will incur extra expenses for the
handling of the delinquent payment and servicing the indebtedness evidenced
hereby, and that the exact amount of these extra expenses is extremely difficult
and impractical to ascertain, but that a charge of five percent (5%) of the
amount of the delinquent payment ("Late Charge") would be a fair approximation
of the expense so incurred by Holder. If applicable law requires a lesser
charge, however, then the maximum charge permitted by such law may be charged by
Holder for said purpose. Therefore, Maker shall, in such event, without further
notice, and without prejudice to the right of Holder to collect any other
amounts provided to be paid hereunder or under the Mortgage, the Related
Agreements or any other instrument executed for purposes of further securing
payment of the obligations evidenced by this Note, or to declare an Event of
Default, as defined below, pay to Holder immediately upon demand the Late Charge
to compensate Holder for expenses incurred in handling delinquent payments.

     5.   INTEREST PAYABLE UPON DEFAULT. If there occurs an Event of Default
under this Note or the Mortgage or under any Related Agreement, then the unpaid
principal amount of this Note, and all accrued and unpaid interest thereon shall
bear interest at the Contract Rate plus five percent (5%) per annum compounded
monthly ("Default Rate") from the date of expiration of any applicable cure or
grace period until such time, if any, as the Event of Default is cured and the
Mortgage and this Note are reinstated as permitted by applicable law, or
otherwise until such time as the unpaid principal amount of this Note and all
other indebtedness evidenced by this Note are fully repaid, whichever is
earlier.

     6.   EVENTS OF DEFAULT. An "Event of Default" shall exist under this Note:

     (a)  in the event Maker shall fail to make any payment due under this Note,
other than the final payment and Prepayment Premium, on or before the fifth
(5th) day of the month in which such payment is due;

     (b)  in the event Maker shall fail to make the final payment or the
Prepayment Premium when such payment is due; or

                                        2


     (c)  if there shall exist an Event of Default under the Mortgage, the ALIC
Note (as defined in the Mortgage), or in any of the Related Agreements.

     7.   ADDITIONAL PAYMENTS. The additional payments called for under
Paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other
rights and remedies provided for in this Note, the Mortgage, the ALIC Note, any
Related Agreements, or otherwise provided by law.

     8.   PAYMENT OF TAXES AND EXPENSES. Maker further promises to pay to
Holder, immediately upon written notice from Holder: (i) all recordation,
transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive
of Holder's income taxes) by reason of the making or recording of this Note, the
Mortgage or any of the Related Agreements, and (ii) all intangible property
taxes levied upon any Holder of this Note or mortgagee under the Mortgage or
secured party under the Related Agreements.

     Maker further promises to pay to Holder, immediately upon written notice
from Holder, all actual costs, expenses, disbursements, escrow fees, title
charges and reasonable legal fees and expenses actually incurred by Holder and
its counsel in (i) the collection, attempted collection, or negotiation and
documentation of any settlement or workout of the principal amount of this Note,
the interest thereon or any installment or other payment due hereunder, and (ii)
any suit or proceeding whatsoever at all trial and appellate levels in regard to
this Note or to protect, sustain or enforce the lien of any instrument securing
this Note, including, without limitation, in any bankruptcy proceeding or
judicial or nonjudicial foreclosure proceeding. It is the intent of the parties
that Maker pay all expenses and reasonable attorneys' and paralegals' fees
incurred by Holder as a result of or in connection with (A) matters described in
clauses (i) and (ii) above, (B) the negotiation and closing of the loan
transaction evidenced by this Note and the ALIC Note, and any supplements or
amendments thereto, (C) the protection of property given as security for the
indebtedness evidenced hereby, and (D) responding to requests from Maker that
Holder take certain actions, and as may otherwise be reasonably incurred by
Holder as a result of or in connection with entering into the loan transaction
evidenced by this Note and the ALIC Note.

     9.   PREPAYMENT. Maker is prohibited from prepaying this Note until January
1, 2006 (the "No-Prepayment Period"). Subsequent to the No-Prepayment Period, at
any time with thirty (30) days prior written notice to Holder, specifying the
date of prepayment, Maker will have the privilege of prepaying the outstanding
principal amount together with any accrued but unpaid interest, any other sums
secured by the Mortgage and the Related Agreements, and a prepayment premium
("Prepayment Premium") equal to the greater of:

     (a)  one percent of the principal amount prepaid, or

     (b)  the yield maintenance payment calculated as follows:

          If the Prevailing Interest Rate is less than the Contract Rate, the
          yield maintenance payment shall be the remainder of (x) minus (y)
          where "(x)" is the present value of all unpaid installments of
          principal and interest due under this Note from the date of prepayment
          to and including the original maturity date of this Note, discounted
          at the Prevailing Interest Rate, plus 0.50 percent (50 basis points),
          and "(y)" is the outstanding principal balance of this Note as of the
          prepayment date.

                                        3


          The term "Prevailing Interest Rate" as used herein shall mean the
          yield to maturity on a United States Treasury Bond or Treasury Note
          selected by Holder having a maturity date as near as possible to the
          original maturity date of this Note and an "ask" price, as close as
          possible to par (as published two weeks prior to the specified date of
          prepayment in THE WALL STREET JOURNAL or similar publication or
          available from the Federal Reserve Bank of New York), less the Basis
          Point Adjustment as computed in accordance with EXHIBIT A attached
          hereto to convert the monthly payments to a semi-annual equivalent.

     No Prepayment Premium shall be due on the principal balance prepaid within
the ninety (90) day period prior to the Maturity Date of this Note.

     Written notice of Maker's election to make a prepayment in full of this
Note shall be given in the manner provided for notices under the Mortgage.
Partial prepayment of the outstanding principal amount of this Note shall not be
permitted except in accordance with the terms of the Mortgage. In the event of
such a permitted partial prepayment, the Prepayment Premium calculated in this
Paragraph 9 shall be prorated based on the amount of the partial prepayment
relative to the then current outstanding principal balance of this Note.

     Maker acknowledges that Holder:

     (a)  has advanced the amounts evidenced by this Note with the expectation
that such amounts would be outstanding for a period at least equal to the
No-Prepayment Period;

     (b)  would not have been willing to advance such amounts on these terms for
a shorter period of time;

     (c)  in making the loan evidenced by this Note, is relying on Maker's
creditworthiness and its agreement to pay in strict accordance with the terms
set forth in the Note; and

     (d)  would not make the loan evidenced by this Note without full and
complete assurance by Maker of its agreement not to prepay all or a part of the
principal of this Note except as expressly permitted herein and in the Mortgage.

     Maker has been advised and acknowledges that Holder is relying on the
receipt of payments under this Note to, among other things, match and support
its obligations under contracts entered into by Holder with third parties and
that in the event of a prepayment, Holder could suffer loss and additional
expenses which are extremely difficult and impractical to ascertain.
Accordingly, it is the express intent of Maker and Holder that: (a) Maker shall
have no right to prepay this Note during the No-Prepayment Period; (b) any
prepayment of this Note during the No-Prepayment Period shall only occur in the
event Holder accelerates payment under this Note or as otherwise set forth in
the Mortgage; (c) any prepayment described in foregoing clause (b) shall (unless
otherwise expressly permitted in the Mortgage) require the payment of the
Prepayment Premium; and (d) to the extent permitted by applicable law, Maker has
waived, and hereby waives, any right to prepay this Note except as expressly
provided in the Mortgage or this Note during the No-Prepayment Period. In the
event, notwithstanding the foregoing express intent of Maker and Holder and the
express waiver by Maker of any right to prepay this Note during the
No-Prepayment Period, that the applicable law of the jurisdiction in which the

                                        4


Property is located permits the Maker to prepay this Note during the
No-Prepayment Period, then the applicable Prepayment Premium described in clause
(c) in the third sentence of this grammatical paragraph shall be paid to Holder
as a condition to any such prepayment.

     Maker expressly acknowledges that, pursuant to the provisions of this Note
and except as otherwise provided in this Note or the Mortgage, Maker has no
right to prepay this Note in whole or in part during the No-Prepayment Period.
In the event any prepayment is required or expressly permitted, Maker shall be
liable for the payment of the Prepayment Premium unless expressly stated
otherwise in this Note or in the Mortgage. Furthermore, Maker waives any rights
it may have under any applicable state laws as they relate to any prepayment
restrictions contained in this Paragraph 9 or otherwise contained in this Note
and expressly acknowledges that Holder has made the loan evidenced by this Note
in reliance upon such agreement and waiver of Maker and that Holder would not
have made the loan evidenced by this Note without such agreement and waiver of
Maker. Maker acknowledges that specific weight has been given to the
consideration given for such agreement, which consideration is the granting of
the loan.

     10.  EVASION OF PREPAYMENT PREMIUM. Maker acknowledges that in the event of
an acceleration of payment of this Note following an Event of Default by Maker,
a tender of payment of an amount necessary to satisfy the indebtedness evidenced
hereby, but not including the Prepayment Premium, made at any time prior to a
foreclosure sale by Maker, its successors or assigns or by anyone on behalf of
Maker, or by a buyer upon foreclosure or power of sale, shall constitute a
prepayment hereunder and shall be presumed to be and conclusively deemed to
constitute a deliberate evasion of the prepayment provisions hereof and shall
therefore be subject to the Prepayment Premium in accordance with this Note with
the date of prepayment being deemed the date of occurrence of the foreclosure
sale or the tender of payment of the amount necessary to pay the entire
indebtedness evidenced hereby in full, including the Prepayment Premium.

     11.  MAKER'S COVENANTS. Maker agrees that:

     (a)  this instrument and the rights and obligations of all parties
hereunder shall be governed by and construed under the laws of the state or
commonwealth in which the Property is located;

     (b)  the obligation evidenced by this Note is an exempted transaction under
the Truth-in-Lending Act, 15 U.S.C Section 1601, ET SEQ. (1982);

     (c)  said obligation constitutes a business loan for the purpose of the
application of any laws that distinguish between consumer loans and business
loans and that have as their purpose the protection of consumers in the state or
commonwealth in which the Property is located;

     (d)  at the option of the Holder, the United States District Court for the
district in which the Property is located and any court of competent
jurisdiction of the state or commonwealth in which the Property is located shall
have jurisdiction in any action, suit or other proceeding arising out of or
relating to any act taken or omitted hereunder or the enforcement of this Note,
the Mortgage and the Related Agreements and Maker shall not assert in any such

                                        5


action, suit or other proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or other proceeding is
brought in an inconvenient forum or that the venue of the action, suit or other
proceeding is improper;

     (e)  it hereby waives any objections to venue; and

     (f)  it hereby waives its right to a trial by jury.

     12.  SEVERABILITY. The parties hereto intend and believe that each
provision of this Note comports with all applicable local, state and federal
laws and judicial decisions. However, if any provision or any portion of any
provision contained in this Note is held by a court of law to be invalid,
illegal, unlawful, void or unenforceable as written in any respect, then it is
the intent of all parties hereto that such portion or provision shall be given
force to the fullest possible extent that it is legal, valid and enforceable,
that the remainder of the Note shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion or provision was not contained therein,
and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.

     13.  USURY LAWS. It is the intention of Maker and Holder to conform
strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Mortgage, or any Related Agreement shall be subject to reduction
to an amount not to exceed the maximum non-usurious amount for commercial loans
allowed under the usury laws of the state or commonwealth in which the Property
is located as now or hereafter construed by the courts having jurisdiction over
such matters. In the event such interest (whether designated as interest,
service charges, points, or otherwise) does exceed the maximum legal rate, it
shall be:

     (a)  cancelled automatically to the extent that such interest exceeds the
maximum legal rate;

     (b)  if already paid, at the option of the Holder, either be rebated to
Maker or credited on the principal amount of the Note; and

     (c)  if the Note has been prepaid in full, then such excess shall be
rebated to Maker.

     14.  ACCELERATION. Upon an Event of Default, Holder shall have the right,
without further demand or notice, to declare the entire principal amount of this
Note and/or any Future Advance (as defined in the Mortgage) then outstanding,
all accrued and unpaid interest thereon and all other further sums payable under
this Note, which shall include the Prepayment Premium (calculated as provided in
Paragraph 9 above), the Mortgage or any note evidencing any Future Advance, to
be immediately due and payable and, notwithstanding the stated maturity in this
Note or any note evidencing any Future Advance, all such sums declared due and
payable shall thereupon become immediately due and payable. During the existence
of such Event of Default, Holder may apply payments received on any amounts due
under the Note, the Mortgage, any Related Agreement or any note evidencing any
Future Advance as Holder may determine in its sole discretion.

                                        6


     15.  WAIVERS BY MAKER. As to this Note, the Mortgage, the Related
Agreements and any other instruments securing the indebtedness, Maker and all
guarantors, sureties and endorsers, severally waive all applicable exemption
rights, whether under any state constitution, homestead laws or otherwise, and
also severally waive diligence, valuation and appraisement, presentment for
payment, protest and demand, notice of protest, demand and dishonor and
diligence in collection and nonpayment of this Note and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note (except notice of default specifically provided for
in the Mortgage and the Related Agreements). To the extent permitted by law,
Maker further waives all benefit that might accrue to Maker by virtue of any
present or future laws exempting the Property, or any other property, real or
personal, or the proceeds arising from any sale of any such property, from
attachment, levy, or sale under execution, or providing for any stay of
execution to be issued on any judgment recovered on this Note or in any action
to foreclose the Mortgage, injunction against sale pursuant to power of sale,
exemption from civil process or extension of time for payment. Maker agrees that
any real estate or any personalty that may be levied upon pursuant to a judgment
obtained by virtue of this Note, or any writ of execution issued thereon, may be
sold upon any such writ in whole or in part in any order desired by Holder.

     16.  MAKER NOT RELEASED. No delay or omission of Holder to exercise any of
its rights and remedies under this Note, the Mortgage or any Related Agreements
at any time following the happening of an Event of Default shall constitute a
waiver of the right of Holder to exercise such rights and remedies at a later
time by reason of such Event of Default or by reason of any subsequently
occurring Event of Default. The acceptance by Holder of payment of any sum
payable hereunder after the due date of such payment shall not be a waiver of
Holder's right to either require prompt payment when due of all other sums
payable hereunder or to declare a default for failure to make prompt payment.
This Note, or any payment hereunder, may be extended from time to time by
agreement in writing between Maker and Holder without in any other way affecting
the liability and obligations of Maker and endorsers, if any.

     17.  NONRECOURSE. Except as otherwise set forth in this Paragraph, Holder's
recourse under this Note, the Mortgage and the Related Agreements shall be
limited to and satisfied from the Property and the proceeds thereof, the rents
and all other income arising therefrom during and after the month in which an
Event of Default has occurred, the other assets of Maker arising out of the
Property which are given as collateral for this Note or the ALIC Note, and any
other collateral given in writing to Holder as security for repayment of this
Note or the ALIC Note (all of the foregoing are collectively referred to as the
"Loan Collateral"). Notwithstanding the preceding sentence:

     (a)  Holder may, in accordance with the terms of this Note, the ALIC Note,
the Mortgage or any Related Agreement: (i) foreclose the lien of the Mortgage;
(ii) take appropriate action to enforce this Note, the ALIC Note, the Mortgage
and the Related Agreements to realize upon and/or protect the Loan Collateral;
(iii) name Maker as a party defendant in any action brought under this Note, the
ALIC Note, the Mortgage or the Related Agreements so long as the exercise of any
remedy is limited to the Loan Collateral; (iv) pursue all of its rights and
remedies against any guarantor or surety or master tenant whether or not a
partner, member or other owner of Maker; and (v) pursue all of its rights and
remedies against Maker and the indemnitors under

                                        7


that certain Environmental Indemnity Agreement of even date herewith and that
certain Terrorism Insurance Indemnity Agreement of even date herewith;

     (b)  Holder may seek damages or other monetary relief, to the extent of
actual monetary loss, or any other remedy at law or in equity against Maker, and
the indemnitors/guarantors, if any, under any nonrecourse exception indemnity
agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i)
the failure of Maker to pay to Holder, upon demand, all rents, issues and
profits of the Property to which Holder is entitled pursuant to this Note, the
ALIC Note, the Mortgage or the Related Agreements following an Event of Default;
(ii) any waste of the Property or any willful act or omission by Maker which
damages or materially reduces the value of the Property; (iii) the distribution
of rents, issues and profits from the Property prior to the payment of operating
expenses or the provision for reserves, if any, to be made pursuant to this
Note, the ALIC Note, the Mortgage or the Related Agreement prior to any other
expenditure or distribution by Maker; (iv) the failure to account for and to
turn over security deposits (and interest required by law or agreement to be
paid thereon) or prepaid rents following the occurrence of an Event of Default
under this Note, the Mortgage or any Related Agreements; (v) the failure to
timely pay all real estate taxes or any regular or special assessments affecting
the Property; (vi) the failure to account for and to turn over real estate tax
accruals following the occurrence of an Event of Default under this Note, the
Mortgage or any Related Agreements; (vii) the failure to maintain casualty and
liability insurance as required under the Mortgage or the Related Agreements or
to apply insurance proceeds or condemnation awards relating to the Property or
other collateral in the manner required under applicable provisions of this
Note, the ALIC Note, the Mortgage or any Related Agreements; (viii) any
modification, termination or cancellation of any lease of all or any portion of
the Property without Holder's prior written consent, if and to the extent such
consent is required under the Mortgage or the Related Agreements and if and to
the extent such modification, termination or cancellation has a material adverse
affect on the value of the Property; (ix) a default by Maker under any lease of
all or any portion of the Property; or (x) costs and expenses, including,
without limitation, attorney's fees and transfer taxes, incurred by Holder in
connection with the enforcement of this Note, the ALIC Note, the Mortgage or the
Related Agreements or in connection with a deed-in-lieu of foreclosure if the
Event of Default giving rise to the enforcement action is one described in
subsections (b) or (c) as an exception to the nonrecourse provisions, or if the
Maker or any principal of Maker objects to any actions taken by Holder to
exercise its remedies under the Loan Documents; Maker or principal of Maker
commences any lawsuit to enjoin or delay a foreclosure of the Property by
Holder, or raises defenses or counterclaims to a foreclosure action; Maker
applies for the appointment of a receiver, trustee or liquidator for it or for
any of its property, or, as a debtor, files a voluntary petition in bankruptcy,
or petition or answer seeking reorganization or an arrangement with creditors or
takes advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or makes a general assignment
for the benefit of creditors; or in the event any bankruptcy or reorganization
proceedings (voluntary or involuntary), the Maker or any principal of Maker
opposes any motion by Holder for relief from the Automatic Stay; and

     (c)  Maker, any general partners of Maker and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by this Note or the ALIC Note and performance of all
other obligations of Maker under this Note, the ALIC Note, the Mortgage and
Related Agreements upon the occurrence of any of the following: (i) fraud or

                                        8


willful misrepresentation of a material fact by Maker, any general partners of
Maker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the
ALIC Note, the Mortgage, the Related Agreements or any request for any action or
consent by Holder; (ii) a Transfer of any interest in Maker or all or any
portion of the Property or any interest therein in violation of the terms of
this Note, the ALIC Note, the Mortgage or the Related Agreements; or (iii) the
incurrence by Maker of any indebtedness in violation of the terms of this Note,
the ALIC Note, the Mortgage or Related Agreements (whether secured or unsecured,
direct or contingent), other than unsecured debt or routine trade payables
incurred in the ordinary course of business in connection with the operation of
the Property.

     In addition, Maker, any general partners of Maker and the Nonrecourse
Indemnitors, if any, shall be responsible for any costs and expenses incurred by
Holder in connection with the collection of any amounts for which Maker, its
general partners, if any, and the Nonrecourse Indemnitors, if any, are
personally liable under this Paragraph 17, including attorneys' fees and
expenses, court costs, filing fees and all other costs and expenses incurred in
connection therewith.

     18.  SUCCESSORS AND ASSIGNS. The provisions of this Note shall be binding
upon Maker and its legal representatives, successors and assigns and shall inure
to the benefit of any Holder and its successors and assigns. In the event Maker
is composed of more than one party, obligations arising from this Note are and
shall be joint and several as to each such party.

     19.  REMEDIES CUMULATIVE. The remedies of Holder as provided in this Note,
or in the ALIC Note, the Mortgage or the Related Agreements, and the warranties
contained herein or therein shall be cumulative and concurrent, may be pursued
singly, successively or together at the sole discretion of Holder, may be
exercised as often as occasion for their exercise shall occur and in no event
shall the failure to exercise any such right or remedy be construed as a waiver
or release of such right or remedy. No remedy under this Note, conferred upon or
reserved to Holder is intended to be exclusive of any other remedy provided in
this Note, the ALIC Note, the Mortgage or any of the Related Agreements or
provided by law, but each shall be cumulative and shall be in addition to every
other remedy given under the Mortgage or any of the Related Agreements or
hereunder or now or hereafter existing at law or in equity or by statute.

     20.  NOTICES. All notices, written confirmation of wire transfers and all
other communications with respect to this Note shall be directed as follows:

          If to Holder:

                c/o Allstate Investments, LLC
                Allstate Plaza South, Suite G5C
                3075 Sanders Road
                Northbrook, Illinois 60062
                Attention:   Commercial Mortgage Division
                             Servicing Manager

                                        9


          With a copy to:

                c/o Allstate Investments, LLC
                Allstate Plaza South, Suite G5A
                3075 Sanders Road
                Northbrook, Illinois 60062
                Attention:   Investment Law Division

          If to Maker:

                Inland Southeast Darien, L.L.C.
                2901 Butterfield Road
                Oakbrook, Illinois 60523
                Attention:   Roberta Matlin

          With a copy to:

                The Inland Real Estate Group, Inc.
                2901 Butterfield Road
                Oakbrook, Illinois 60523
                Attention:   General Counsel

or at such other place as Holder or Maker may from time to time designate in
writing. All notices shall be in writing and shall be (a) hand-delivered, (b)
sent by United States express mail or by private overnight courier, or (c)
served by certified mail postage prepaid, return receipt requested, to the
appropriate address set forth above. Notices served as provided in (a) and (b)
shall be deemed to be effective upon delivery. Any notice served by certified
mail shall be deposited in the United States mail with postage thereon fully
prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee's return receipt or the expiration of three business days after
the date of mailing, whichever is earlier in time.

     21.  NO ORAL MODIFICATION. This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought.

     22.  TIME. Time is of the essence with regard to the performance of the
obligations of Maker in this Note and each and every term, covenant and
condition herein by or applicable to Maker.

     23.  CAPTIONS. The captions and headings of the paragraphs of this Note are
for convenience only and are not to be used to interpret, define or limit the
provisions hereof.

     24.  REPLACEMENT NOTE. Upon receipt of evidence reasonably satisfactory to
Maker of the loss, theft, destruction or mutilation of this Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory to Maker or, in the case of any such
mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of
this Note,

                                       10


identical in form and substance to this Note and upon such execution and
delivery all references in the Mortgage to this Note shall be deemed to refer to
such replacement note.

     25.  TRANSFER OF NOTE. Holder may, at any time, sell, transfer or assign
this Note, the Mortgage and the Related Agreements, and any or all servicing
rights with respect to this Note, or grant participations in this Note or issue
mortgage pass-through certificates or other securities evidencing a beneficial
interest in this Note. Holder may forward to any prospective purchaser or any
rating agency rating securities all documents and information Holder now has or
may acquire, as Holder determines necessary or desirable, including, without
limitation, financial information regarding Maker, its general partners,
shareholders, members or other principals.

                                *   *   *   *   *

                            [Signature Page Follows]

                                       11


     IN WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly executed
on the date first above written.

                                   MAKER:

                                   INLAND SOUTHEAST DARIEN, L.L.C.,
                                   a Delaware limited liability company

                                   By: INLAND WESTERN RETAIL REAL ESTATE
                                       TRUST, INC., a Maryland corporation,
                                       Its sole member

                                       By:    /s/ [ILLEGIBLE]
                                          --------------------------------
                                       Its:   Asst. Secretary
                                           -------------------------------

                                       12


                                    EXHIBIT A

                          BASIS POINT ADJUSTMENT TABLE



U.S. Treasury                                          U.S. Treasury
Bond or Note            Basis Point                    Bond or Note                    Basis Point
   Yield                 Adjustment                       Yield                        Adjustment
- -------------           -----------                    -------------                   -----------
                                                                                     
  0.00-1.55                 .00                         14.07-14.24                           .40
  1.56-2.69                 .01                         14.25-14.41                           .41
  2.70-3.48                 .02                         14.42-14.59                           .42
  3.49-4.12                 .03                         14.60-14.77                           .43
  4.13-4.68                 .04                         14.78-14.94                           .44
  4.69-5.17                 .05                         14.95-15.11                           .45
  5.18-5.63                 .06                         15.12-15.28                           .46
  5.64-6.05                 .07                         15.29-15.44                           .47
  6.06-6.44                 .08                         15.45-15.61                           .48
  6.45-6.82                 .09                         15.62-15.77                           .49
  6.83-7.17                 .10                         15.78-15.94                           .50
  7.18-7.51                 .11                         15.95-16.10                           .51
  7.52-7.83                 .12                         16.11-16.26                           .52
  7.84-8.14                 .13                         16.27-16.41                           .53
  8.15-8.44                 .14                         16.42-16.57                           .54
  8.45-8.73                 .15                         16.58-16.73                           .55
  8.74-9.02                 .16                         16.74-16.88                           .56
  9.03-9.29                 .17                         16.89-17.03                           .57
  9.30-9.55                 .18                         17.04-17.18                           .58
  9.56-9.81                 .19                         17.19-17.33                           .59
  9.82-10.07                .20                         17.34-17.48                           .60
 10.08-10.31                .21                         17.49-17.63                           .61
 10.32-10.55                .22                         17.64-17.78                           .62
 10.56-10.79                .23                         17.79-17.92                           .63
 10.80-11.02                .24                         17.93-18.07                           .64
 11.03-11.25                .25                         18.08-18.21                           .65
 11.26-11.47                .26                         18.22-18.35                           .66
 11.48-11.69                .27                         18.36-18.49                           .67
 11.70-11.90                .28                         18.50-18.63                           .68
 11.91-12.11                .29                         18.64-18.77                           .69
 12.12-12.32                .30                         18.78-18.91                           .70
 12.33-12.52                .31                         18.92-19.05                           .71
 12.53-12.72                .32                         19.06-19.18                           .72
 12.73-12.92                .33                         19.19-19.32                           .73
 12.93-13.12                .34                         19.33-19.45                           .74
 13.13-13.31                .35                         19.46-19.59                           .75
 13.32-13.50                .36                         19.60-19.72                           .76
 13.51-13.69                .37                         19.73-19.85                           .77
 13.70-13.87                .38                         19.86-19.99                           .78
 13.88-14.06                .39                         20.00-20.12                           .79

EX-10.26

                                                                   Exhibit 10.26

                                                 Allstate Life Insurance Company
                                                                 Loan No. 122393

                                  MORTGAGE NOTE

                                                               Chicago, Illinois
$6,500,000                                                     December 19, 2003

     1.   PAYMENT OF PRINCIPAL AND INTEREST. FOR VALUE RECEIVED, INLAND
SOUTHEAST DARIEN, L.L.C., a Delaware limited liability company (the "Maker"),
hereby promises to pay to the order of ALLSTATE LIFE INSURANCE COMPANY, and any
subsequent holder of this Note ("Holder" or "Holders") in the manner hereinafter
provided, the principal amount of SIX MILLION FIVE HUNDRED THOUSAND DOLLARS
($6,500,000), together with interest on the outstanding principal balance from
the date of the initial disbursement (for purposes of this Note, "disbursement"
means the date funds are wire transferred from Holder's account) of all or a
part of the principal of this Note ("Disbursement Date") until maturity at the
rate of four and 65/100 percent (4.65%) per annum ("Contract Rate") as follows:

     (a)  on the Disbursement Date, interest only, in advance, accruing from the
Disbursement Date to the last day of December, 2003, both inclusive; and

     (b)  interest only, in arrears, in the amount of TWENTY FIVE THOUSAND ONE
HUNDRED EIGHTY SEVEN AND 50/100 DOLLARS ($25,187.50) on the first day of
February, 2004, and on the first day of each month thereafter until this Note is
fully paid (the initial payment and each subsequent payment under this
subparagraph (b) shall each hereinafter be referred to as "Monthly Payment");
and

     (c)  on June 1, 2010, the entire unpaid principal amount and any interest
accrued but remaining unpaid and all other sums due under this Note.

     Except for the interest payable under paragraph (a) above, interest shall
be payable in arrears and calculated on the basis of a 360 day year containing
twelve 30 day months. All such payments on account of the indebtedness evidenced
by this Note shall be first applied to interest accrued on the unpaid principal
amount and the remainder toward reduction of the unpaid principal amount.

     2.   PAYMENT INFORMATION. All payments required to be made hereunder shall
be made during regular business hours to Holder at its office c/o Commercial
Mortgage Division, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois 60062, Attention: Servicing Manager, with sufficient
information to identify the source and application of such payment to Holder's
Loan #122393, or at such other place as Holder may from time to time designate
in writing. All payments shall be made in currency of the United States of
America without presentment or surrender of this Note. Payments to Holder shall
be made by transferring immediately available federal funds by bank wire or
interbank transfer for the account of Holder. Any payment of principal or
interest received after 1:00 p.m. Chicago time shall be deemed to have been
received by Holder on the next business day and shall bear interest accordingly.
If and so long as Holder directs Maker to make payments to a servicing agent,
then payments may



be made by check. Payments made by check will not be deemed made until good
funds for such check are received by Holder or the servicing agent.

     3.   SECURITY FOR NOTE. The payment of this Note and all other sums due
Holder is secured by (a) a Mortgage, Assignment of Leases, Rents and Contracts,
Security Agreement and Fixture Filing ("Mortgage") of even date herewith,
granted by Maker, as mortgagor, to Holder and ALLSTATE INSURANCE COMPANY, an
Illinois insurance company ("AIC"), as mortgagee, covering certain real
property, the improvements thereon and certain personal property situated in the
County of DuPage, State of Illinois and described in the Mortgage ("Property"),
and (b) those certain instruments of indebtedness and security described as
"Related Agreements" in the Mortgage. Except as otherwise defined herein, all of
the defined terms contained in the Mortgage and the Related Agreements are
hereby incorporated herein by express reference.

     4.   LATE CHARGES. If any Monthly Payment required under this Note not be
paid in full on or before the fifth (5th) day of the month in which such payment
is due, Maker acknowledges that the Holder will incur extra expenses for the
handling of the delinquent payment and servicing the indebtedness evidenced
hereby, and that the exact amount of these extra expenses is extremely difficult
and impractical to ascertain, but that a charge of five percent (5%) of the
amount of the delinquent payment ("Late Charge") would be a fair approximation
of the expense so incurred by Holder. If applicable law requires a lesser
charge, however, then the maximum charge permitted by such law may be charged by
Holder for said purpose. Therefore, Maker shall, in such event, without further
notice, and without prejudice to the right of Holder to collect any other
amounts provided to be paid hereunder or under the Mortgage, the Related
Agreements or any other instrument executed for purposes of further securing
payment of the obligations evidenced by this Note, or to declare an Event of
Default, as defined below, pay to Holder immediately upon demand the Late Charge
to compensate Holder for expenses incurred in handling delinquent payments.

     5.   INTEREST PAYABLE UPON DEFAULT. If there occurs an Event of Default
under this Note or the Mortgage or under any Related Agreement, then the unpaid
principal amount of this Note, and all accrued and unpaid interest thereon shall
bear interest at the Contract Rate plus five percent (5%) per annum compounded
monthly ("Default Rate") from the date of expiration of any applicable cure or
grace period until such time, if any, as the Event of Default is cured and the
Mortgage and this Note are reinstated as permitted by applicable law, or
otherwise until such time as the unpaid principal amount of this Note and all
other indebtedness evidenced by this Note are fully repaid, whichever is
earlier.

     6.   EVENTS OF DEFAULT. An "Event of Default" shall exist under this Note:

     (a)  in the event Maker shall fail to make any payment due under this Note,
other than the final payment and Prepayment Premium, on or before the fifth
(5th) day of the month in which such payment is due;

     (b)  in the event Maker shall fail to make the final payment or the
Prepayment Premium when such payment is due; or

                                        2


     (c)  if there shall exist an Event of Default under the Mortgage, the AIC
Note (as defined in the Mortgage), or in any of the Related Agreements.

     7.   ADDITIONAL PAYMENTS. The additional payments called for under
Paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other
rights and remedies provided for in this Note, the Mortgage, the AIC Note, any
Related Agreements, or otherwise provided by law.

     8.   PAYMENT OF TAXES AND EXPENSES. Maker further promises to pay to
Holder, immediately upon written notice from Holder: (i) all recordation,
transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive
of Holder's income taxes) by reason of the making or recording of this Note, the
Mortgage or any of the Related Agreements, and (ii) all intangible property
taxes levied upon any Holder of this Note or mortgagee under the Mortgage or
secured party under the Related Agreements.

     Maker further promises to pay to Holder, immediately upon written notice
from Holder, all actual costs, expenses, disbursements, escrow fees, title
charges and reasonable legal fees and expenses actually incurred by Holder and
its counsel in (i) the collection, attempted collection, or negotiation and
documentation of any settlement or workout of the principal amount of this Note,
the interest thereon or any installment or other payment due hereunder, and (ii)
any suit or proceeding whatsoever at all trial and appellate levels in regard to
this Note or to protect, sustain or enforce the lien of any instrument securing
this Note, including, without limitation, in any bankruptcy proceeding or
judicial or nonjudicial foreclosure proceeding. It is the intent of the parties
that Maker pay all expenses and reasonable attorneys' and paralegals' fees
incurred by Holder as a result of or in connection with (A) matters described in
clauses (i) and (ii) above, (B) the negotiation and closing of the loan
transaction evidenced by this Note and the AIC Note, and any supplements or
amendments thereto, (C) the protection of property given as security for the
indebtedness evidenced hereby, and (D) responding to requests from Maker that
Holder take certain actions, and as may otherwise be reasonably incurred by
Holder as a result of or in connection with entering into the loan transaction
evidenced by this Note and the AIC Note.

     9.   PREPAYMENT. Maker is prohibited from prepaying this Note until January
1, 2006 (the "No-Prepayment Period"). Subsequent to the No-Prepayment Period, at
any time with thirty (30) days prior written notice to Holder, specifying the
date of prepayment, Maker will have the privilege of prepaying the outstanding
principal amount together with any accrued but unpaid interest, any other sums
secured by the Mortgage and the Related Agreements, and a prepayment premium
("Prepayment Premium") equal to the greater of:

     (a)  one percent of the principal amount prepaid, or

     (b)  the yield maintenance payment calculated as follows:

          If the Prevailing Interest Rate is less than the Contract Rate, the
          yield maintenance payment shall be the remainder of (x) minus (y)
          where "(x)" is the present value of all unpaid installments of
          principal and interest due under this Note from the date of prepayment
          to and including the original maturity date of this Note, discounted
          at the Prevailing Interest Rate, plus 0.50 percent (50 basis points),
          and "(y)" is the outstanding principal balance of this Note as of the
          prepayment date.

                                        3


          The term "Prevailing Interest Rate" as used herein shall mean the
          yield to maturity on a United States Treasury Bond or Treasury Note
          selected by Holder having a maturity date as near as possible to the
          original maturity date of this Note and an "ask" price, as close as
          possible to par (as published two weeks prior to the specified date of
          prepayment in THE WALL STREET JOURNAL or similar publication or
          available from the Federal Reserve Bank of New York), less the Basis
          Point Adjustment as computed in accordance with EXHIBIT A attached
          hereto to convert the monthly payments to a semi-annual equivalent.

     No Prepayment Premium shall be due on the principal balance prepaid within
the ninety (90) day period prior to the Maturity Date of this Note.

     Written notice of Maker's election to make a prepayment in full of this
Note shall be given in the manner provided for notices under the Mortgage.
Partial prepayment of the outstanding principal amount of this Note shall not be
permitted except in accordance with the terms of the Mortgage. In the event of
such a permitted partial prepayment, the Prepayment Premium calculated in this
Paragraph 9 shall be prorated based on the amount of the partial prepayment
relative to the then current outstanding principal balance of this Note.

     Maker acknowledges that Holder:

     (a)  has advanced the amounts evidenced by this Note with the expectation
that such amounts would be outstanding for a period at least equal to the
No-Prepayment Period;

     (b)  would not have been willing to advance such amounts on these terms for
a shorter period of time;

     (c)  in making the loan evidenced by this Note, is relying on Maker's
creditworthiness and its agreement to pay in strict accordance with the terms
set forth in the Note; and

     (d)  would not make the loan evidenced by this Note without full and
complete assurance by Maker of its agreement not to prepay all or a part of the
principal of this Note except as expressly permitted herein and in the Mortgage.

     Maker has been advised and acknowledges that Holder is relying on the
receipt of payments under this Note to, among other things, match and support
its obligations under contracts entered into by Holder with third parties and
that in the event of a prepayment, Holder could suffer loss and additional
expenses which are extremely difficult and impractical to ascertain.
Accordingly, it is the express intent of Maker and Holder that: (a) Maker shall
have no right to prepay this Note during the No-Prepayment Period; (b) any
prepayment of this Note during the No-Prepayment Period shall only occur in the
event Holder accelerates payment under this Note or as otherwise set forth in
the Mortgage; (c) any prepayment described in foregoing clause (b) shall (unless
otherwise expressly permitted in the Mortgage) require the payment of the
Prepayment Premium; and (d) to the extent permitted by applicable law, Maker has
waived, and hereby waives, any right to prepay this Note except as expressly
provided in the Mortgage or this Note during the No-Prepayment Period. In the
event, notwithstanding the foregoing express intent of Maker and Holder and the
express waiver by Maker of any right to prepay this Note during the
No-Prepayment Period, that the applicable law of the jurisdiction in which the

                                        4


Property is located permits the Maker to prepay this Note during the
No-Prepayment Period, then the applicable Prepayment Premium described in clause
(c) in the third sentence of this grammatical paragraph shall be paid to Holder
as a condition to any such prepayment.

     Maker expressly acknowledges that, pursuant to the provisions of this Note
and except as otherwise provided in this Note or the Mortgage, Maker has no
right to prepay this Note in whole or in part during the No-Prepayment Period.
In the event any prepayment is required or expressly permitted, Maker shall be
liable for the payment of the Prepayment Premium unless expressly stated
otherwise in this Note or in the Mortgage. Furthermore, Maker waives any rights
it may have under any applicable state laws as they relate to any prepayment
restrictions contained in this Paragraph 9 or otherwise contained in this Note
and expressly acknowledges that Holder has made the loan evidenced by this Note
in reliance upon such agreement and waiver of Maker and that Holder would not
have made the loan evidenced by this Note without such agreement and waiver of
Maker. Maker acknowledges that specific weight has been given to the
consideration given for such agreement, which consideration is the granting of
the loan.

     10.  EVASION OF PREPAYMENT PREMIUM. Maker acknowledges that in the event of
an acceleration of payment of this Note following an Event of Default by Maker,
a tender of payment of an amount necessary to satisfy the indebtedness evidenced
hereby, but not including the Prepayment Premium, made at any time prior to a
foreclosure sale by Maker, its successors or assigns or by anyone on behalf of
Maker, or by a buyer upon foreclosure or power of sale, shall constitute a
prepayment hereunder and shall be presumed to be and conclusively deemed to
constitute a deliberate evasion of the prepayment provisions hereof and shall
therefore be subject to the Prepayment Premium in accordance with this Note with
the date of prepayment being deemed the date of occurrence of the foreclosure
sale or the tender of payment of the amount necessary to pay the entire
indebtedness evidenced hereby in full, including the Prepayment Premium.

     11.  MAKER'S COVENANTS. Maker agrees that:

     (a)  this instrument and the rights and obligations of all parties
hereunder shall be governed by and construed under the laws of the state or
commonwealth in which the Property is located;

     (b)  the obligation evidenced by this Note is an exempted transaction under
the Truth-in-Lending Act, 15 U.S.C Section 1601, ET SEQ. (1982);

     (c)  said obligation constitutes a business loan for the purpose of the
application of any laws that distinguish between consumer loans and business
loans and that have as their purpose the protection of consumers in the state or
commonwealth in which the Property is located;

     (d)  at the option of the Holder, the United States District Court for the
district in which the Property is located and any court of competent
jurisdiction of the state or commonwealth in which the Property is located shall
have jurisdiction in any action, suit or other proceeding arising out of or
relating to any act taken or omitted hereunder or the enforcement of this Note,
the Mortgage and the Related Agreements and Maker shall not assert in any such

                                        5


action, suit or other proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or other proceeding is
brought in an inconvenient forum or that the venue of the action, suit or other
proceeding is improper;

     (e)  it hereby waives any objections to venue; and

     (f)  it hereby waives its right to a trial by jury.

     12.  SEVERABILITY. The parties hereto intend and believe that each
provision of this Note comports with all applicable local, state and federal
laws and judicial decisions. However, if any provision or any portion of any
provision contained in this Note is held by a court of law to be invalid,
illegal, unlawful, void or unenforceable as written in any respect, then it is
the intent of all parties hereto that such portion or provision shall be given
force to the fullest possible extent that it is legal, valid and enforceable,
that the remainder of the Note shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion or provision was not contained therein,
and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.

     13.  USURY LAWS. It is the intention of Maker and Holder to conform
strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Mortgage, or any Related Agreement shall be subject to reduction
to an amount not to exceed the maximum non-usurious amount for commercial loans
allowed under the usury laws of the state or commonwealth in which the Property
is located as now or hereafter construed by the courts having jurisdiction over
such matters. In the event such interest (whether designated as interest,
service charges, points, or otherwise) does exceed the maximum legal rate, it
shall be:

     (a)  cancelled automatically to the extent that such interest exceeds the
maximum legal rate;

     (b)  if already paid, at the option of the Holder, either be rebated to
Maker or credited on the principal amount of the Note; and

     (c)  if the Note has been prepaid in full, then such excess shall be
rebated to Maker.

     14.  ACCELERATION. Upon an Event of Default, Holder shall have the right,
without further demand or notice, to declare the entire principal amount of this
Note and/or any Future Advance (as defined in the Mortgage) then outstanding,
all accrued and unpaid interest thereon and all other further sums payable under
this Note, which shall include the Prepayment Premium (calculated as provided in
Paragraph 9 above), the Mortgage or any note evidencing any Future Advance, to
be immediately due and payable and, notwithstanding the stated maturity in this
Note or any note evidencing any Future Advance, all such sums declared due and
payable shall thereupon become immediately due and payable. During the existence
of such Event of Default, Holder may apply payments received on any amounts due
under the Note, the Mortgage, any Related Agreement or any note evidencing any
Future Advance as Holder may determine in its sole discretion.

                                        6


     15.  WAIVERS BY MAKER. As to this Note, the Mortgage, the Related
Agreements and any other instruments securing the indebtedness, Maker and all
guarantors, sureties and endorsers, severally waive all applicable exemption
rights, whether under any state constitution, homestead laws or otherwise, and
also severally waive diligence, valuation and appraisement, presentment for
payment, protest and demand, notice of protest, demand and dishonor and
diligence in collection and nonpayment of this Note and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note (except notice of default specifically provided for
in the Mortgage and the Related Agreements). To the extent permitted by law,
Maker further waives all benefit that might accrue to Maker by virtue of any
present or future laws exempting the Property, or any other property, real or
personal, or the proceeds arising from any sale of any such property, from
attachment, levy, or sale under execution, or providing for any stay of
execution to be issued on any judgment recovered on this Note or in any action
to foreclose the Mortgage, injunction against sale pursuant to power of sale,
exemption from civil process or extension of time for payment. Maker agrees that
any real estate or any personalty that may be levied upon pursuant to a judgment
obtained by virtue of this Note, or any writ of execution issued thereon, may be
sold upon any such writ in whole or in part in any order desired by Holder.

     16.  MAKER NOT RELEASED. No delay or omission of Holder to exercise any of
its rights and remedies under this Note, the Mortgage or any Related Agreements
at any time following the happening of an Event of Default shall constitute a
waiver of the right of Holder to exercise such rights and remedies at a later
time by reason of such Event of Default or by reason of any subsequently
occurring Event of Default. The acceptance by Holder of payment of any sum
payable hereunder after the due date of such payment shall not be a waiver of
Holder's right to either require prompt payment when due of all other sums
payable hereunder or to declare a default for failure to make prompt payment.
This Note, or any payment hereunder, may be extended from time to time by
agreement in writing between Maker and Holder without in any other way affecting
the liability and obligations of Maker and endorsers, if any.

     17.  NONRECOURSE. Except as otherwise set forth in this Paragraph, Holder's
recourse under this Note, the Mortgage and the Related Agreements shall be
limited to and satisfied from the Property and the proceeds thereof, the rents
and all other income arising therefrom during and after the month in which an
Event of Default has occurred, the other assets of Maker arising out of the
Property which are given as collateral for this Note or the AIC Note, and any
other collateral given in writing to Holder as security for repayment of this
Note or the AIC Note (all of the foregoing are collectively referred to as the
"Loan Collateral"). Notwithstanding the preceding sentence:

     (a)  Holder may, in accordance with the terms of this Note, the AIC Note,
the Mortgage or any Related Agreement: (i) foreclose the lien of the Mortgage;
(ii) take appropriate action to enforce this Note, the AIC Note, the Mortgage
and the Related Agreements to realize upon and/or protect the Loan Collateral;
(iii) name Maker as a party defendant in any action brought under this Note, the
AIC Note, the Mortgage or the Related Agreements so long as the exercise of any
remedy is limited to the Loan Collateral; (iv) pursue all of its rights and
remedies against any guarantor or surety or master tenant whether or not a
partner, member or other owner of Maker; and (v) pursue all of its rights and
remedies against Maker and the indemnitors under

                                        7


that certain Environmental Indemnity Agreement of even date herewith and that
certain Terrorism Insurance Indemnity Agreement of even date herewith;

     (b)  Holder may seek damages or other monetary relief, to the extent of
actual monetary loss, or any other remedy at law or in equity against Maker, and
the indemnitors/guarantors, if any, under any nonrecourse exception indemnity
agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i)
the failure of Maker to pay to Holder, upon demand, all rents, issues and
profits of the Property to which Holder is entitled pursuant to this Note, the
AIC Note, the Mortgage or the Related Agreements following an Event of Default;
(ii) any waste of the Property or any willful act or omission by Maker which
damages or materially reduces the value of the Property; (iii) the distribution
of rents, issues and profits from the Property prior to the payment of operating
expenses or the provision for reserves, if any, to be made pursuant to this
Note, the AIC Note, the Mortgage or the Related Agreement prior to any other
expenditure or distribution by Maker; (iv) the failure to account for and to
turn over security deposits (and interest required by law or agreement to be
paid thereon) or prepaid rents following the occurrence of an Event of Default
under this Note, the Mortgage or any Related Agreements; (v) the failure to
timely pay all real estate taxes or any regular or special assessments affecting
the Property; (vi) the failure to account for and to turn over real estate tax
accruals following the occurrence of an Event of Default under this Note, the
Mortgage or any Related Agreements; (vii) the failure to maintain casualty and
liability insurance as required under the Mortgage or the Related Agreements or
to apply insurance proceeds or condemnation awards relating to the Property or
other collateral in the manner required under applicable provisions of this
Note, the AIC Note, the Mortgage or any Related Agreements; (viii) any
modification, termination or cancellation of any lease of all or any portion of
the Property without Holder's prior written consent, if and to the extent such
consent is required under the Mortgage or the Related Agreements and if and to
the extent such modification, termination or cancellation has a material adverse
affect on the value of the Property; (ix) a default by Maker under any lease of
all or any portion of the Property; or (x) costs and expenses, including,
without limitation, attorney's fees and transfer taxes, incurred by Holder in
connection with the enforcement of this Note, the AIC Note, the Mortgage or the
Related Agreements or in connection with a deed-in-lieu of foreclosure if the
Event of Default giving rise to the enforcement action is one described in
subsections (b) or (c) as an exception to the nonrecourse provisions, or if the
Maker or any principal of Maker objects to any actions taken by Holder to
exercise its remedies under the Loan Documents; Maker or principal of Maker
commences any lawsuit to enjoin or delay a foreclosure of the Property by
Holder, or raises defenses or counterclaims to a foreclosure action; Maker
applies for the appointment of a receiver, trustee or liquidator for it or for
any of its property, or, as a debtor, files a voluntary petition in bankruptcy,
or petition or answer seeking reorganization or an arrangement with creditors or
takes advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or makes a general assignment
for the benefit of creditors; or in the event any bankruptcy or reorganization
proceedings (voluntary or involuntary), the Maker or any principal of Maker
opposes any motion by Holder for relief from the Automatic Stay; and

     (c)  Maker, any general partners of Maker and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by this Note or the AIC Note and performance of all other
obligations of Maker under this Note, the AIC Note, the Mortgage and Related
Agreements upon the occurrence of any of the following: (i) fraud or

                                        8


willful misrepresentation of a material fact by Maker, any general partners of
Maker, or Nonrecourse Indemnitor(s), if any, in connection with this Note, the
AIC Note, the Mortgage, the Related Agreements or any request for any action or
consent by Holder; (ii) a Transfer of any interest in Maker or all or any
portion of the Property or any interest therein in violation of the terms of
this Note, the AIC Note, the Mortgage or the Related Agreements; or (iii) the
incurrence by Maker of any indebtedness in violation of the terms of this Note,
the AIC Note, the Mortgage or Related Agreements (whether secured or unsecured,
direct or contingent), other than unsecured debt or routine trade payables
incurred in the ordinary course of business in connection with the operation of
the Property.

     In addition, Maker, any general partners of Maker and the Nonrecourse
Indemnitors, if any, shall be responsible for any costs and expenses incurred by
Holder in connection with the collection of any amounts for which Maker, its
general partners, if any, and the Nonrecourse Indemnitors, if any, are
personally liable under this Paragraph 17, including attorneys' fees and
expenses, court costs, filing fees and all other costs and expenses incurred in
connection therewith.

     18.  SUCCESSORS AND ASSIGNS. The provisions of this Note shall be binding
upon Maker and its legal representatives, successors and assigns and shall inure
to the benefit of any Holder and its successors and assigns. In the event Maker
is composed of more than one party, obligations arising from this Note are and
shall be joint and several as to each such party.

     19.  REMEDIES CUMULATIVE. The remedies of Holder as provided in this Note,
or in the AIC Note, the Mortgage or the Related Agreements, and the warranties
contained herein or therein shall be cumulative and concurrent, may be pursued
singly, successively or together at the sole discretion of Holder, may be
exercised as often as occasion for their exercise shall occur and in no event
shall the failure to exercise any such right or remedy be construed as a waiver
or release of such right or remedy. No remedy under this Note, conferred upon or
reserved to Holder is intended to be exclusive of any other remedy provided in
this Note, the AIC Note, the Mortgage or any of the Related Agreements or
provided by law, but each shall be cumulative and shall be in addition to every
other remedy given under the Mortgage or any of the Related Agreements or
hereunder or now or hereafter existing at law or in equity or by statute.

     20.  NOTICES. All notices, written confirmation of wire transfers and all
other communications with respect to this Note shall be directed as follows:

          If to Holder:

                 c/o Allstate Investments, LLC
                 Allstate Plaza South, Suite G5C
                 3075 Sanders Road
                 Northbrook, Illinois 60062
                 Attention:     Commercial Mortgage Division
                                Servicing Manager

                                        9


          With a copy to:

                 c/o Allstate Investments, LLC
                 Allstate Plaza South, Suite G5A
                 3075 Sanders Road
                 Northbrook, Illinois 60062
                 Attention:     Investment Law Division

          If to Maker:

                 Inland Southeast Darien, L.L.C.
                 2901 Butterfield Road
                 Oakbrook, Illinois 60523
                 Attention:     Roberta Matlin

          With a copy to:

                 The Inland Real Estate Group, Inc.
                 2901 Butterfield Road
                 Oakbrook, Illinois 60523
                 Attention:     General Counsel

or at such other place as Holder or Maker may from time to time designate in
writing. All notices shall be in writing and shall be (a) hand-delivered, (b)
sent by United States express mail or by private overnight courier, or (c)
served by certified mail postage prepaid, return receipt requested, to the
appropriate address set forth above. Notices served as provided in (a) and (b)
shall be deemed to be effective upon delivery. Any notice served by certified
mail shall be deposited in the United States mail with postage thereon fully
prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee's return receipt or the expiration of three business days after
the date of mailing, whichever is earlier in time.

     21.  NO ORAL MODIFICATION. This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought.

     22.  TIME. Time is of the essence with regard to the performance of the
obligations of Maker in this Note and each and every term, covenant and
condition herein by or applicable to Maker.

     23.  CAPTIONS. The captions and headings of the paragraphs of this Note are
for convenience only and are not to be used to interpret, define or limit the
provisions hereof.

     24.  REPLACEMENT NOTE. Upon receipt of evidence reasonably satisfactory to
Maker of the loss, theft, destruction or mutilation of this Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory to Maker or, in the case of any such
mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of
this Note,

                                       10


identical in form and substance to this Note and upon such execution and
delivery all references in the Mortgage to this Note shall be deemed to refer to
such replacement note.

     25.  TRANSFER OF NOTE. Holder may, at any time, sell, transfer or assign
this Note, the Mortgage and the Related Agreements, and any or all servicing
rights with respect to this Note, or grant participations in this Note or issue
mortgage pass-through certificates or other securities evidencing a beneficial
interest in this Note. Holder may forward to any prospective purchaser or any
rating agency rating securities all documents and information Holder now has or
may acquire, as Holder determines necessary or desirable, including, without
limitation, financial information regarding Maker, its general partners,
shareholders, members or other principals.

                                *   *   *   *   *

                            [Signature Page Follows]

                                       11


     IN WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly executed
on the date first above written.

                              MAKER:

                              INLAND SOUTHEAST DARIEN, L.L.C.,
                              a Delaware limited liability company

                              By:  INLAND WESTERN RETAIL REAL ESTATE
                                   TRUST, INC., a Maryland corporation,
                                   Its sole member

                                   By:       /s/ [ILLEGIBLE]
                                      -----------------------------
                                   Its:      Asst. Secretary
                                       ----------------------------

                                       12


                                    EXHIBIT A

                          BASIS POINT ADJUSTMENT TABLE



U.S. Treasury                            U.S. Treasury
 Bond or Note        Basis Point          Bond or Note      Basis Point
    Yield             Adjustment             Yield          Adjustment
- -------------        -----------         -------------      -----------
                                                          
  0.00-1.55              .00              14.07-14.24              .40
  1.56-2.69              .01              14.25-14.41              .41
  2.70-3.48              .02              14.42-14.59              .42
  3.49-4.12              .03              14.60-14.77              .43
  4.13-4.68              .04              14.78-14.94              .44
  4.69-5.17              .05              14.95-15.11              .45
  5.18-5.63              .06              15.12-15.28              .46
  5.64-6.05              .07              15.29-15.44              .47
  6.06-6.44              .08              15.45-15.61              .48
  6.45-6.82              .09              15.62-15.77              .49
  6.83-7.17              .10              15.78-15.94              .50
  7.18-7.51              .11              15.95-16.10              .51
  7.52-7.83              .12              16.11-16.26              .52
  7.84-8.14              .13              16.27-16.41              .53
  8.15-8.44              .14              16.42-16.57              .54
  8.45-8.73              .15              16.58-16.73              .55
  8.74-9.02              .16              16.74-16.88              .56
  9.03-9.29              .17              16.89-17.03              .57
  9.30-9.55              .18              17.04-17.18              .58
  9.56-9.81              .19              17.19-17.33              .59
  9.82-10.07             .20              17.34-17.48              .60
 10.08-10.31             .21              17.49-17.63              .61
 10.32-10.55             .22              17.64-17.78              .62
 10.56-10.79             .23              17.79-17.92              .63
 10.80-11.02             .24              17.93-18.07              .64
 11.03-11.25             .25              18.08-18.21              .65
 11.26-11.47             .26              18.22-18.35              .66
 11.48-11.69             .27              18.36-18.49              .67
 11.70-11.90             .28              18.50-18.63              .68
 11.91-12.11             .29              18.64-18.77              .69
 12.12-12.32             .30              18.78-18.91              .70
 12.33-12.52             .31              18.92-19.05              .71
 12.53-12.72             .32              19.06-19.18              .72
 12.73-12.92             .33              19.19-19.32              .73
 12.93-13.12             .34              19.33-19.45              .74
 13.13-13.31             .35              19.46-19.59              .75
 13.32-13.50             .36              19.60-19.72              .76
 13.51-13.69             .37              19.73-19.85              .77
 13.70-13.87             .38              19.86-19.99              .78
 13.88-14.06             .39              20.00-20.12              .79

EX-10.27

                                                                   Exhibit 10.27

This document prepared by,
and after recording return to:

Sandra L. Waldier
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602


                                                 Allstate Life Insurance Company
                                                      Allstate Insurance Company
                                                                 Loan No. 122393


                         MORTGAGE, ASSIGNMENT OF LEASES,
                     RENTS AND CONTRACTS, SECURITY AGREEMENT
                               AND FIXTURE FILING

                                      FROM

                  INLAND SOUTHEAST DARIEN, L.L.C., AS MORTGAGOR

                                       TO

                       ALLSTATE LIFE INSURANCE COMPANY AND
                    ALLSTATE INSURANCE COMPANY, AS MORTGAGEE

                            DATED: DECEMBER 19, 2003

                            LOAN AMOUNT: $16,500,000

                                PROPERTY ADDRESS:
                               DARIEN TOWNE CENTER
                    2189 75TH STREET, DARIEN, ILLINOIS 60561



                                TABLE OF CONTENTS



ARTICLE       SECTION       DESCRIPTION                                               PAGE NUMBER
- -------       -------       -----------                                               -----------
                                                                                 
   I.                       COVENANTS OF MORTGAGOR.........................................5

              1.01.         Performance of Obligations Secured.............................5
              1.02.         Insurance......................................................5
              1.03.         Condemnation...................................................7
              1.04.         Damage to Property.............................................8
              1.05.         Escrow Fund for Condemnation and Insurance Proceeds...........10
              1.06.         Taxes, Liens and other Items..................................12
              1.07.         Assignment of Leases, Contracts, Rents and Profits............13
              1.08.         Due on Sale or Encumbrance....................................17
              1.09.         Preservation and Maintenance of Property......................17
              1.10.         Use of Property...............................................17
              1.11.         Alterations and Additions.....................................18
              1.12.         Offset Certificates...........................................19
              1.13.         Mortgagee's Costs and Expenses................................19
              1.14.         Protection of Security; Costs and Expenses....................20
              1.15.         Mortgagor's Covenants Respecting Collateral...................21
              1.16.         Covenants Regarding Financial Statements......................24
              1.17.         Environmental Covenants.......................................25
              1.18.         Further Assurances............................................26
              1.19.         Mortgagor's Continued Existence...............................26

   II.                      EVENTS OF DEFAULT.............................................27

              2.01.         Monetary and Performance Defaults.............................27
              2.02.         Bankruptcy, Insolvency, Dissolution...........................27
              2.03.         Misrepresentation.............................................28
              2.04.         Default under Subordinate Loans...............................28
              2.05.         Liens.........................................................28
              2.06.         Judgments.....................................................28
              2.07.         Leases........................................................29
              2.08.         Mortgagor's Continued Existence...............................29
              2.09.         Breach of Due on Sale or Encumbrance Provision................29
              2.10.         Default under Related Agreements..............................29

   III.                     REMEDIES......................................................29

              3.01.         Acceleration..................................................29
              3.02.         Entry.........................................................29
              3.03.         Judicial Action...............................................31
              3.04.         Foreclosure...................................................31
              3.05.         Rescission of Notice of Default...............................34
              3.06.         Mortgagee's Remedies Respecting Collateral....................34
              3.07.         Proceeds of Sales.............................................34
              3.08.         Condemnation and Insurance Proceeds...........................35






ARTICLE       SECTION       DESCRIPTION                                               PAGE NUMBER
- -------       -------       -----------                                               -----------
                                                                                 
              3.09.         Waiver of Marshalling, Rights of Redemption, Homestead
                               and Valuation..............................................36
              3.10.         Remedies Cumulative...........................................36
              3.11.         Nonrecourse...................................................36
              3.12.         Evasion of Prepayment Premium.................................38

   IV.                      MISCELLANEOUS.................................................38

              4.01.         Severability..................................................38
              4.02.         Certain Charges and Brokerage Fees............................39
              4.03.         Notices.......................................................39
              4.04.         Mortgagor Not Released; Certain Mortgagee Acts................41
              4.05.         Inspection....................................................41
              4.06.         Release or Reconveyance or Cancellation.......................42
              4.07.         Statute of Limitations........................................42
              4.08.         Interpretation................................................42
              4.09.         Captions......................................................42
              4.10.         Consent.......................................................42
              4.11.         Delegation to Subagents.......................................42
              4.12.         Successors and Assigns........................................42
              4.13.         Governing Law.................................................43
              4.14.         Changes in Taxation...........................................43
              4.15.         Maximum Interest Rate.........................................43
              4.16.         Time of Essence...............................................43
              4.17.         Reproduction of Documents.....................................43
              4.18.         No Oral Modifications.........................................44
              4.19.         Compliance With Illinois Mortgage Foreclosure Law.............44
              4.20.         Further Assurances............................................45


                                       ii


              MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

     THIS MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY
AGREEMENT AND FIXTURE FILING is made as of December 19, 2003, from INLAND
SOUTHEAST DARIEN, L.L.C., a Delaware limited liability company ("Mortgagor"),
whose mailing address is 2901 Butterfield Road, Oakbrook, Illinois 60523, in
favor of ALLSTATE LIFE INSURANCE COMPANY, an Illinois insurance corporation
("ALIC"), and ALLSTATE INSURANCE COMPANY, an Illinois insurance corporation
("AIC" and, together with ALIC, "Mortgagee") whose mailing address is c/o
Allstate Investments, LLC, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois, 60062.

     In consideration of the indebtedness herein recited and as security for
payment and performance of the payment of both principal and interest and the
other obligations set forth below, Mortgagor has granted, conveyed, bargained,
sold, alienated, enfeoffed, released, confirmed, transferred, pledged, warranted
and mortgaged, and by these presents does hereby grant, convey, bargain, sell,
alien, enfeoff, release, confirm, transfer, pledge, warrant and mortgage unto
Mortgagee, all of Mortgagor's estate, right, title and interest in, to and under
that certain real property located in the Village of Darien, County of DuPage,
State of Illinois, more particularly described in EXHIBIT A attached hereto and
incorporated herein by this reference (the "Land");

     TOGETHER with all of Mortgagor's now or hereafter acquired estate, right,
title and interest in, to and under all buildings, structures, improvements and
fixtures now existing or hereafter erected on the Land and all right, title and
interest, if any, of Mortgagor in and to the streets and roads, opened or
proposed, abutting the Land to the center lines thereof, and strips within or
adjoining the Land, the air space and right to use said air space above the
Land, all rights of ingress and egress on or within the Land, all easements,
rights and appurtenances thereto or used in connection with the Land, including,
without limitation, all lateral support, alley and drainage rights, all
revenues, income, rents, cash or security deposits, advance rental deposits,
profits, royalties, and other benefits thereof or arising from the use or
enjoyment of all or any portion thereof (subject however to the rights and
authorities given herein to Mortgagor to collect and apply such revenues, and
other benefits), all interests in and rights, royalties and profits in
connection with all minerals, oil and gas and other hydrocarbon substances
thereon or therein, and water stock, all options to purchase or lease, all
development or other rights relating to the Land or the operation thereof or
used in connection therewith (including, without limitation, all concurrency
rights, permits, prepaid utilities and impact fees of any nature, storm water
drainage rights and reservations, sanitary sewer rights and reservations,
potable water rights and reservations, allocations of traffic trips, use, rights
and reservations, law enforcement, library, park and educational fees, uses,
rights and reservations), including all Mortgagor's right, title and interest in
all fixtures, attachments, partitions, machinery, equipment, building materials,
appliances and goods of every nature whatever, whether now or hereafter located
on, or attached to, the Land, all of which, including replacements and additions
thereto, shall, to the fullest extent permitted by law and for the purposes of
this Mortgage, be deemed to be real property and, whether affixed or annexed
thereto or not, be deemed conclusively to be real property; and Mortgagor agrees
to execute and deliver, from time to time, such further instruments and
documents as may be required by Mortgagee to confirm the legal operation and

                                        1


effect of this Mortgage on any of the foregoing. All of the foregoing property
described in this Section (the "Improvements") together with the Land and the
hereinafter defined Collateral, shall be hereinafter referred to as the
"Property").

     MORTGAGOR HEREBY FURTHER GRANTS to Mortgagee a security interest in, and
assigns, all of Mortgagor's now existing or hereafter acquired right, title and
interest in the following with the understanding and intention that this
Mortgage shall also constitute a security agreement pursuant to the Uniform
Commercial Code of the State of Illinois.

     (A)    All equipment, fixtures, inventory, goods, farm goods, instruments,
appliances, furnishings, machinery, tools, raw materials, component parts, work
in progress and materials, and all other tangible personal property of
whatsoever kind, used or consumed in the improvement, use or enjoyment of the
Property now or any time hereafter owned or acquired by Mortgagor, wherever
located and all products thereof whether in possession of Mortgagor or whether
located on the Property or elsewhere;

     (B)    To the extent such general intangibles are assignable, all general
intangibles relating to the Property or the design, development, operation,
management and use of the Property (other than trademarks that contain the word
"Inland"), including, but not limited to, (1) all names under which or by which
the Property may at any time be owned and operated or any variant thereof, and
all goodwill in any way relating to the Property and all service marks and
logotypes used in connection therewith, (2) all permits, licenses,
authorizations, variances, land use entitlements, approvals, consents,
clearances, and rights obtained from governmental agencies issued or obtained in
connection with the Property, (3) all permits, licenses, approvals, consents,
authorizations, franchises and agreements issued or obtained in connection with
the construction, use, occupation or operation of the Property, (4) all
materials prepared for filing or filed with any governmental agency, and (5) all
of the books and records of Mortgagor in any way relating to construction or
operation of the Property;

     (C)    All shares of stock or partnership interest or other evidence of
ownership of any part of the Property that is owned by Mortgagor in common with
others, including all water stock relating to the Property, if any, and all
documents or rights of membership in any owners' or members' association or
similar group having responsibility for managing or operating any part of the
Property provided, however, that the foregoing shall not include any ownership
interests in Mortgagor;

     (D)    All accounts, deposit accounts, supporting obligations,
letter-of-credit rights, tax or insurance escrows or other escrows held pursuant
to or in connection with this Mortgage or otherwise in connection with the
Property, accounts receivable, instruments, documents, documents of title,
general intangibles, rights to payment and contract rights of every kind, all of
Mortgagor's rights, direct or indirect, under or pursuant to any and all
construction, development, financing, guaranty, indemnity, maintenance,
management, service, supply and warranty agreements, commitments, contracts,
subcontracts, insurance policies, licenses and bonds now or anytime hereafter
arising from construction on the Land or the use or enjoyment of the Property to
the extent such are assignable;

                                        2


     (E)    All condemnation and eminent domain proceeds (including payments in
lieu thereof) and insurance proceeds related to the Property;

     TOGETHER with all additions to, substitutions for and the products of all
of the above, and all proceeds therefrom, whether cash proceeds or noncash
proceeds, received when any such property (or the proceeds thereof) is sold,
used, exchanged, leased, licensed, or otherwise disposed of, whether voluntarily
or involuntarily. Such proceeds shall include any of the foregoing specifically
described property of Mortgagor acquired with cash proceeds. Together with, and
without limiting the above items, all Goods, Accounts, Documents, Instruments,
Money, Chattel Paper, Deposit Accounts, Letter-of-Credit Rights, Investment
Property, Equipment and General Intangibles arising from or used in connection
with the Property, as those terms are defined in the Uniform Commercial Code
from time to time in effect in the state in which the Property is located. (All
of the foregoing including such products and proceeds thereof, are collectively
referred to as "Collateral".)

     To the extent any of the Collateral described herein is personal property
owned by a tenant of the Property, then the security interest therein granted by
this Mortgage shall extend only to the reversionary interest of Mortgagor, if
any, to such personal property.

     MORTGAGOR HEREBY WARRANTS AND REPRESENTS that it is the owner in fee title
to the Property (and the Collateral) free and clear of all liens and
encumbrances except for: the lien for current real estate taxes not yet due and
payable; and such other encumbrances as are set forth in EXHIBIT C attached
hereto and incorporated herein by this reference.

     The personal property in which Mortgagee has a security interest includes
goods which are or shall become fixtures on the Property. This Mortgage is
intended to serve as a fixture filing pursuant to the terms of the applicable
provisions of the Uniform Commercial Code of the State of Illinois and the
provisions of Exhibit B are, for that purpose, incorporated herein. This filing
is to be recorded in the real estate records of the appropriate city, town or
county in which the Property is located. In that regard, the following
information is provided:

     Names of Debtor:             Inland Southeast Darien, L.L.C.,
                                  a Delaware limited liability company

     Organizational Number
     of Debtor                    30750417

     Address of Debtor:           See Section 4.03 hereof

     Name of Secured Party:       Allstate Life Insurance Company and Allstate
                                  Insurance Company, each an Illinois insurance
                                  corporation

     Address of Secured Party:    See Section 4.03 hereof.

     Mortgagor hereby represents, warrants and agrees that at the time of
execution of this Mortgage and so long as any payments or performance obligation
of the Mortgage, Note (as defined herein) or the Related Agreements (as defined
herein) shall remain outstanding, (i) there is not and will not be any financing
statement other than those granting a security interest in

                                        3


favor of Mortgagee covering the Collateral, the Property, or any part thereof,
on file in any public office, including, without limitation, the office of the
Secretary of State of the State of Delaware, the Secretary of State of the State
of Illinois, or the clerks office in any county in which the Property or
Collateral are located; (ii) that none of the Collateral is in the possession of
anyone other than Mortgagor; and (iii) that all of the Collateral has been in
continuous, exclusive possession of Mortgagor.

     TO HAVE AND TO HOLD the Property hereby conveyed or mentioned and intended
so to be, unto Mortgagee, its successors and assigns, forever subject to and for
the purposes and uses herein set forth. This Mortgage secures:

     (A)    The repayment of the indebtedness evidenced by (1) that certain
Mortgage Note (the "ALIC Note") of even date herewith with a maturity date of
June 1, 2010, executed by Mortgagor and payable to the order of ALIC, in the
principal sum of SIX MILLION FIVE HUNDRED THOUSAND DOLLARS ($6,500,000), with
interest thereon as provided therein and all late charges, loan fees, commitment
fees, Prepayment Premium (as described in the ALIC Note), and all extensions,
renewals, modifications, amendments and replacements of the ALIC Note, and (2)
that certain Mortgage Note (the "AIC Note" and, together with the ALIC Note, the
"Note" or the "Notes") of even date herewith with a maturity date of May 1,
2010, executed by Mortgagor and payable to the order of AIC, in the principal
sum of TEN MILLION DOLLARS ($10,000,000), with interest thereon as provided
therein and all late charges, loan fees, commitment fees, Prepayment Premium (as
described in the AIC Note), and all extensions, renewals, modifications,
amendments and replacements of the AIC Note;

     (B)    The payment of all other sums which may be advanced by or otherwise
be due to Mortgagee under any provision of this Mortgage or under any other
instrument or document referred to in clause (C) below or otherwise, with
interest thereon at the rate provided herein or therein;

     (C)    The performance of each and every covenant and agreement of
Mortgagor contained (1) herein, in the Note, or in any note evidencing a Future
Advance (as hereinafter defined), and (2) in the obligations of Mortgagor upon
any and all pledge or other security agreements, loan agreements, disbursement
agreements, supplemental agreements, environmental indemnity agreements (the
foregoing shall not include the Commitment Letter between Mortgagor and
Mortgagee), assignments (both present and collateral) and all instruments of
indebtedness or security now or hereafter executed by Mortgagor in connection
with any indebtedness referred to in clauses (A), (B), (D), (E) or (F) of this
Section (including but not limited to the Assignment of Leases and Rents of even
date herewith from Mortgagor to Mortgagee (the "Assignment of Leases and Rents")
or for the purpose of supplementing or amending this Mortgage or any instrument
secured hereby (all of the foregoing in this clause (C), as the same may be
amended, modified or supplemented from time to time, together with the Note and
this Mortgage, being referred to hereinafter as "Related Agreements") and all
costs and expenses, including reasonable attorneys' and paralegals' fees with
respect to all such documents, including, without limitation, the negotiation
and drafting of any loan settlement or workout agreement;

                                        4


     (D)    All costs, expenses, losses, damages and other charges sustained or
incurred by Mortgagee because of: (1) Mortgagor's default in payment or
performance, as the case may be, of any provision contained in this Mortgage or
in any Related Agreement; (2) defense of actions instituted by Mortgagor or a
third party against Mortgagee arising out of or related to the loan evidenced by
the Note (the "Loan"), or in the realizing upon, protecting, perfecting or
defending the Property or the Collateral; or (3) actions brought or defended by
Mortgagee in enforcing Mortgagee's security interest in the Property or the
Collateral. All of these costs and expenses include reasonable attorneys' fees
and paralegals' fees, whether incurred with respect to collection, litigation,
bankruptcy proceedings, interpretation, dispute, negotiation, trial, appeal,
defensive actions instituted by a third party against mortgagee, or enforcement
or any judgment based upon the Note, this Mortgage, or any of the Related
Agreements, whether or not suit is brought to collect such amounts or to enforce
such rights or, if brought, is prosecuted to judgment;

     (E)    All costs, expenses, and amounts arising under or pursuant to any
indemnity contained within the Note, this Mortgage, or in any of the Related
Agreements, or in any separate agreement executed by Mortgagor in favor of
Mortgagee; and

     (F)    The repayment of any other loans or advances, with interest thereon,
hereafter made to Mortgagor (or any successor in interest to Mortgagor as the
owner of the Property or any part thereof) by Mortgagee when the promissory note
evidencing the loan or advance specifically states that said note is secured by
this Mortgage, together with all extensions, renewals, modifications, amendments
and replacements thereof (herein and in the Related Agreements "Future
Advance"), provided that notwithstanding anything herein to the contrary, the
total amount secured by this Mortgage, including the amounts due under the Note,
shall not exceed in the aggregate $100,000,000. The parties hereby acknowledge
and intend that all such advances, including Future Advances whenever hereafter
made, shall be a lien from the time this Mortgage is recorded, as provided in
Section 15-1302(b)(1) of the Illinois Mortgage Foreclosure Law (as the same may
be amended from time to time, the "Act"). Illinois Code of Civil Procedure, 735
ILCS 5/15-1101 et seq.

                                    ARTICLE I

                             COVENANTS OF MORTGAGOR

     To protect the security of this Mortgage, and as additional consideration
to Mortgagee, Mortgagor covenants, warrants and agrees as follows:

     1.01.  PERFORMANCE OF OBLIGATIONS SECURED. Mortgagor shall promptly pay
when due the principal of and interest on the indebtedness evidenced by the
Note, the principal of and interest on any Future Advance, any Prepayment
Premium and late charges provided for in the Note or in any note evidencing a
Future Advance, and shall further perform fully and in a timely manner all other
obligations of Mortgagor contained herein or in the Note or in any note
evidencing a Future Advance or in any of the Related Agreements.

     1.02.  INSURANCE. For all times during the period there remains any
indebtedness under the Note, or any and all other indebtedness (including
without limitation Future Advances)

                                        5


secured by this Mortgage, Mortgagor shall keep the Property insured against all
risks or hazards as Mortgagee may reasonably require. Such insurance shall be in
policy form, amount and coverage reasonably satisfactory to Mortgagee,
including, but not limited to:

     (A)    Fire and extended coverage on an "all risk" replacement cost basis,
in an amount equal to the insurable value of the Improvements, without
coinsurance or deducting for depreciation, containing a waiver of subrogation
clause and a deductible amount acceptable to Mortgagee;

     (B)    General public liability insurance, in such form, amount and
deductible satisfactory to Mortgagee, and naming Mortgagee c/o Mortgagee's
servicing agent, if any, as additional insured covering Mortgagee's interest in
the Property;

     (C)    Business interruption or rent loss insurance endorsement in an
amount at least equal to 100 percent of the sum of: annual debt service on the
Note, the annual debt service on any other financing permitted by Mortgagee,
ground rents, if any, and operating expenses (without contribution from
Mortgagor for a period of 12 months), including, without limitation, real estate
taxes and assessments and insurance, for the Property;

     (D)    Flood insurance (whether or not available through the National Flood
Insurance Program) sufficient to cover any damage which may be anticipated in
the event of flood unless Mortgagor has provided Mortgagee evidence satisfactory
to Mortgagee that no portion of the Property is located within the boundaries of
the 100 year flood plain (Flood Zone A);

     (E)    "Dram shop" insurance if alcoholic beverages are sold on the
Property;

     (F)    Boiler and machinery insurance when risks covered thereby are
present and Mortgagee requires such insurance; and

     (G)    Earthquake insurance if Mortgagee requires such insurance.

     The insurance coverages described in subsections (A), (C), (D), (F), and
(G) above shall name Mortgagee c/o Mortgagee's servicing agent, if any, under a
standard noncontributory mortgagee loss payable clause (and naming Mortgagee as
loss payee for rent loss coverage) or otherwise directly insure Mortgagee's
interest in the Property. All losses under said insurance shall be payable to
Mortgagee in the manner provided in Sections 1.04 and 1.05 hereof. All policies
of insurance required under this Section 1.02 shall be with a company or
companies with a policy rating of A and financial rating of at least Class X in
the most current edition of Best's Key Rating Guide and authorized to do
business in the state in which the Property is located. All policies of
insurance shall provide that they will not be canceled or modified without 30
days' prior written notice to Mortgagee. True copies of the above mentioned
insurance policies or evidence of such insurance (in the form of Accord Form 27)
satisfactory to Mortgagee shall be delivered to and held by Mortgagee. True
copies of all renewal and replacement policies or evidences of such insurance
forms (Accord Form 27) thereof shall be delivered to Mortgagee at least 30 days
before the expiration of the expiring policies. If any renewal or replacement
policy is not obtained as required herein, Mortgagee is authorized to obtain the
same in Mortgagor's name and at Mortgagor's expense. Mortgagee shall not by the
fact of failing to obtain any

                                        6


insurance, incur any liability for or with respect to the amount of insurance
carried, the form or legal sufficiency of insurance contracts, solvency of
insurance companies, or payment or defense of lawsuits, and Mortgagor hereby
expressly assumes full responsibility therefor and all liability, if any, with
respect thereto.

     If Mortgagor fails to procure and maintain any insurance required under
this Mortgage, Mortgagee may (but shall not be obligated to) procure and
maintain such insurance, at Mortgagor's expense, in the amounts required herein
or in such lesser amounts as Mortgagee may deem appropriate, in order to protect
Mortgagee's interest in the Property. Such insurance may, but need not, protect
Mortgagor's interest in the Property. Such insurance purchased by Mortgagee may
not pay any claim that Mortgagor makes or any claim that is made against
Mortgagor in connection with the Property. Mortgagor may later cancel any
insurance purchased by Mortgagee, but only after providing Mortgagee with
evidence acceptable to Mortgagee that Mortgagor has obtained and paid for such
insurance as required under this Mortgage. If Mortgagee procures and maintain
such insurance, Mortgagor shall be responsible for the costs of such insurance,
including interest thereon as provided herein and any other charges Mortgagee
may impose in connection with the placement of such insurance, until the
effective date of the cancellation or expiration of such insurance. All such
costs, interest and charges shall become immediately due and payable by
Mortgagor and shall be secured by this Mortgage. Such costs may be more than the
cost of insurance Mortgagor may be able to obtain on its own.

     1.03.  CONDEMNATION.

     (A)    Immediately upon obtaining knowledge of the commencement or threat
of any action in connection with (1) any condemnation, (2) any other taking of
the Property or any part thereof by any public authority or private entity
having the power of eminent domain, or (3) any conveyance in lieu of such
condemnation or taking of the Property or any part thereof ("Condemnation"),
Mortgagor shall notify Mortgagee in writing but in no event later than ten (10)
days after Mortgagor obtains knowledge of the commencement of or threat or
likelihood of a Condemnation. Mortgagee shall have the right, but not the
obligation, to participate in any proceedings relating to any Condemnation and
may, in its sole discretion, consent or withhold its consent to any settlement,
adjustment, or compromise of any claims arising from the Condemnation and no
such settlement, adjustment or compromise shall be final or binding upon
Mortgagee without Mortgagee's prior consent.

     (B)    Except as expressly provided in Section 1.03(C), if all or part of
the Property is taken by Condemnation and Mortgagee in its reasonable judgment
determines that the remainder of the Property, if any, cannot be operated as an
economically viable entity at substantially the same level of operations as
immediately prior to such Condemnation, then all proceeds of the Condemnation
("Condemnation Proceeds") shall be paid over to Mortgagee and shall be applied
first toward reimbursement of the costs and expenses (including reasonable
attorneys' and paralegals' fees) of Mortgagee, if any, in connection with the
recovery of such Condemnation Proceeds, and then, in the sole and absolute
discretion of Mortgagee and without regard to the adequacy of its security under
this Mortgage, shall be applied against all amounts due hereunder or under the
Note and any remaining Condemnation Proceeds shall be released to Mortgagor.
Partial prepayment of the Note under this Section 1.03(B) with Condemnation
Proceeds shall not

                                        7


be subject to the Prepayment Premium; however, such partial prepayment shall not
entitle Mortgagor to prepay the portion of the Note remaining unpaid after
application of the Condemnation Proceeds. Full or partial prepayment of the
balance shall continue to be subject to the terms and conditions of the Note,
including the No-Prepayment Period and the Prepayment Premium described therein.

     (C)    If less than all of the Property is taken by Condemnation and
Mortgagee in its reasonable judgment determines that the remainder of the
Property can be operated as an economically viable entity at substantially the
same level of operations as immediately prior to such Condemnation, then
Mortgagor shall diligently restore the Property to a condition and use as close
as possible to its condition immediately prior to the Condemnation and all
Condemnation Proceeds shall be made available to Mortgagor for such restoration.
If the estimated cost of restoration, as reasonably determined by Mortgagee, is
equal to or less than One Hundred Fifty Thousand Dollars ($150,000), all
Condemnation Proceeds shall be released directly to Mortgagor for restoration of
the Property. If the estimated cost of restoration exceeds One Hundred Fifty
Thousand Dollars ($150,000), all Condemnation Proceeds shall be deposited into
an escrow fund in accordance with Section 1.05 below. Mortgagee shall have the
right to obtain an opinion of an independent contractor or engineer satisfactory
to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the
remaining portion of the Property. If the amount of the Condemnation Proceeds is
not sufficient to restore the Property based on the opinion of an independent
contractor or engineer, subject to revision as restorations are made, Mortgagor
shall be obligated to pay the difference toward the restoration of the Property,
prior to the disbursement of any Condemnation Proceeds to, or for the account
of, Mortgagor.

     (D)    If an Event of Default exists at any time from the time of a
Condemnation through the completion of restoration and payment of any
Condemnation Proceeds, the use of the Condemnation Proceeds shall be governed by
the remedies set forth in Article III below. If an event has occurred which with
notice, the passage of time, or both, could become an Event of Default, then,
the Condemnation Proceeds shall be held by Mortgagee or in the Escrow Fund (as
defined below), as applicable, pending cure of such event prior to the
expiration of any applicable cure or grace period. The application of any
Condemnation Proceeds to the indebtedness secured hereby shall not cure or waive
any Event of Default hereunder, or invalidate any act done pursuant to any
notice thereof.

     1.04.  DAMAGE TO PROPERTY.

     (A)    Promptly upon obtaining knowledge of any damage to the Property or
any part thereof with an estimated cost of restoration in excess of Fifty
Thousand Dollars ($50,000), but in no event later than ten (10) days after
Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such
damage in writing. Mortgagor shall diligently restore the Property to the same
condition that existed immediately prior to the damage whether or not insurance
proceeds are sufficient for such restoration. All proceeds of any insurance on
the Property ("Insurance Proceeds") received by Mortgagor shall be applied to
such restoration. Mortgagee shall have the right to obtain an opinion of an
independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's
expense, to estimate the cost to restore the Property to its original condition,
which opinion may be revised as restorations are made. If the amount of the
Insurance Proceeds is not sufficient to restore the Property based on an
independent contractor's

                                        8


or engineer's opinion, subject to revision as restorations are made, Mortgagor
shall be obligated to pay the difference toward the restoration of the Property,
prior to the application of any Insurance Proceeds to such restoration as
provided herein.

     (B)    If the estimated cost of restoration is equal to or less than One
Hundred Fifty Thousand Dollars ($150,000), Mortgagor shall promptly settle and
adjust any claims under the insurance policies which insure against such risks
and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to
Mortgagor for use in restoration of the Property.

     (C)    If the estimated cost of restoration is greater than One Hundred
Fifty Thousand Dollars ($150,000), Mortgagee shall have the right, but not the
obligation, to participate in the settlement of the insurance claims and may, in
its sole discretion, consent or withhold its consent to any settlement,
adjustment, or compromise of such insurance claims and no such settlement,
adjustment, or compromise shall be final or binding upon Mortgagee without its
prior consent. Upon settlement of insurance claims, and if Mortgagor can
demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio
of Net Operating Income, as defined below, to annual debt service due under the
Notes and any other notes secured by the Property ("Debt Coverage Ratio") will
be at least one hundred five percent (105%) for the twelve (12) months
immediately following reconstruction of the Property, the Insurance Proceeds
shall be deposited into an escrow fund in accordance with Section 1.05 below.

     As used in this Mortgage, "Net Operating Income" shall mean:

     (i)    all gross operating revenues anticipated to be received during the
following twelve-month period based on leases in effect as of the date of
calculation and only for such time as those leases are contracted to remain in
effect without expiration by their terms or optional termination by the tenant
(unless the tenant has waived its termination rights in writing or the term of
the lease has been extended in writing), including without limitation all
amounts to be received from tenants as payment of operating expenses (including
real estate taxes and insurance and/or other operating expenses reimbursed by
tenants) but not including refundable deposits, lease termination payments,
excess tenant improvement and leasing commission payments included as additional
rent, principal or interest payments received by Mortgagor on loans to tenants
and fees and reimbursements for work performed for tenants by Mortgagor, LESS;

     (ii)   all amounts, calculated on a pro forma basis, for the operation or
maintenance of the Property for the following 12 month period, including ground
rents, the cost of property management (which shall be no less than four percent
of gross revenues), maintenance, cleaning, security, landscaping, parking
maintenance and utilities, and other costs and expenses approved in writing by
Mortgagee and amounts reasonably estimated by Mortgagee for the payment of real
estate taxes and assessments and other taxes related to the operation of the
Property, insurance premiums, necessary repairs and future replacements of
equipment; payments under the Note shall not be included in Net Operating
Income.

     Notwithstanding the foregoing, if any of the Related Agreements require a
historical calculation of Net Operating Income, it shall be calculated on a cash
basis for the previous twelve-month period as of the date of such calculation.

                                        9


     (D)    If in the reasonable judgment of Mortgagee the conditions of Section
1.04(C) cannot be satisfied, then at any time from and after the occurrence of
the damage, upon written notice to Mortgagor, Mortgagee may declare the entire
balance of the Note and/or any Future Advances then outstanding and accrued and
unpaid interest thereon, and all other sums or payments required thereunder or
under this Mortgage, without any Prepayment Premium (provided there is no Event
of Default hereunder), to be immediately due and payable, and all Insurance
Proceeds shall be applied by Mortgagee first to the reimbursement of any costs
or expenses incurred by Mortgagee in connection with the damage or the
determination to be made hereunder, and then to the payment of the indebtedness
secured by this Mortgage in such order as Mortgagee may determine in its sole
discretion.

     (E)    Notwithstanding any provision herein to the contrary, if an Event of
Default exists at any time from the time of damage through the completion of
restoration and the final release of any Insurance Proceeds to Mortgagor, the
use of the Insurance Proceeds shall be governed by the remedies set forth in
Article III below. If an event has occurred which with notice, the passage of
time, or both, could become an Event of Default, then the Insurance Proceeds
shall be held by Mortgagee or in the Escrow Fund, as applicable, pending cure of
such event prior to the expiration of any applicable cure or grace period. The
application of any Insurance Proceeds to the indebtedness secured hereby shall
not cure or waive any Event of Default hereunder or invalidate any act done
pursuant to any notice thereof.

     1.05.  ESCROW FUND FOR CONDEMNATION AND INSURANCE PROCEEDS.

     (A)    In the circumstances indicated above in subsections 1.03(C) and
1.04(C), all Condemnation Proceeds and Insurance Proceeds ("Proceeds") shall be
deposited in an interest bearing escrow fund ("Escrow Fund"). The escrow agent
and the form of the escrow agreement shall be reasonably satisfactory to
Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid
by Mortgagor. If the amount of the Proceeds is not sufficient to restore the
Property based on an independent contractor's or engineer's opinion obtained by
Mortgagee at Mortgagor's expense, subject to revision as restorations are made,
Mortgagor shall be obligated to deposit in the Escrow Fund the difference
between the contractor's or engineer's estimate and the amount of the Proceeds
or deliver to the escrow agent an irrevocable, unconditional letter of credit
issued in the amount of such difference in a form and by a financial institution
acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee.
Mortgagor's funds, if necessary, and the Proceeds shall be deposited into the
Escrow Fund and shall not be released by the escrow agent unless used to restore
the Property to its original condition and unless a disbursement agent
satisfactory to Mortgagee and Mortgagor approves such disbursements from time to
time. The escrow agreement shall provide that the escrow agent shall only
disburse funds to Mortgagor so long as the restoration work is being diligently
performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee
and Mortgagee has approved the plans and specifications for the restoration of
the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with
a general contractor acceptable to Mortgagee for the restoration of the
Property; (3) the general contractor has submitted lien waivers and/or releases,
executed by the general contractor and all subcontractors and suppliers which
may be partial to the extent of partial payments and which, in the case of
releases, may be contingent upon payment if the escrow agent makes payment
directly to such contractor, subcontractor or supplier; (4) Mortgagor has
furnished Mortgagee with an endorsement to its title policy showing no
additional exceptions;

                                       10


and (5) Mortgagor has deposited its funds in the Escrow Fund as provided in this
Section and has submitted such other documents and information as may be
reasonably requested by Mortgagee to determine that the work to be paid for has
been performed in accordance with the plans and specifications reasonably
approved by Mortgagee. If any requisition for payment of work performed is for
an amount which would result in the remaining balance of the Escrow Fund to be
insufficient to complete the remainder of the restoration, Mortgagor shall
advance the requisite amount in cash to the Escrow Fund immediately upon written
request from the disbursement agent or Mortgagee. Any failure by Mortgagor to
satisfy any of the conditions to the disbursement of Proceeds set forth in this
Section upon demand by Mortgagee shall constitute a Performance Default, as
hereinafter defined.

     (B)    Any Condemnation Proceeds and any interest thereon remaining in the
Escrow Fund after payment of the costs to complete the restoration of the
Property pursuant to the approved plans and specifications and the costs of the
escrow agent and other costs described in Section 1.05(A) shall be paid first,
to Mortgagor to the extent of any funds of Mortgagor's contributed to the
restoration pursuant to Section 1.05(A) (so long as there is no Event of Default
or an event which with notice, the passage of time, or both, could become an
Event of Default); thereafter any remaining Condemnation Proceeds shall be
returned to Mortgagor (i) if in Mortgagee's sole discretion (reasonably
exercised) the restoration of the Property has been completed in a satisfactory
manner and with satisfactory results and (ii) so long as there is no Event of
Default or an event which with notice, the passage of time, or both, could
become an Event of Default. If the conditions of Section 1.05(B)(i) are not
satisfied, then any remaining Condemnation Proceeds shall be applied to the
partial payment or prepayment of the Note without payment of any Prepayment
Premium; provided, however, that any such partial prepayment shall not entitle
Mortgagor to prepay the portion of the Note remaining unpaid after application
of the Proceeds. Prepayment of the balance shall continue to be subject to the
terms and conditions of the Note, including the No-Prepayment Period and the
Prepayment Premium described therein. If an Event of Default exists, the use of
the Condemnation Proceeds shall be governed by Article III below. If, however,
an event exists which with notice, the passage of time, or both, could become an
Event of Default, the remaining balance in the Escrow Fund shall be held by the
escrow agent pending cure of the event prior to the expiration of any applicable
cure or grace period.

     (C)    Any Insurance Proceeds and any interest thereon remaining in the
Escrow Fund after payment of the costs to complete the restoration of the
Property pursuant to the approved plans and specifications and the costs of the
escrow agent and other costs described in Section 1.05(A) shall be paid first,
to Mortgagor to the extent of any funds of Mortgagor's contributed to the
restoration pursuant to Section 1.05)(A) (so long as there is no Event of
Default or an event which with notice, the passage of time, or both, could
become an Event of Default); thereafter any remaining Insurance Proceeds shall
be returned to Mortgagor (i) if in Mortgagee's sole discretion (reasonably
exercised) the restoration of the Property has been completed in a satisfactory
manner and with satisfactory results and (ii) so long as there is no Event of
Default or an event which with notice, the passage of time, or both, could
become an Event of Default. If the conditions of Section 1.05(C)(i) are not
satisfied, then any remaining Insurance Proceeds shall be applied to the partial
payment or prepayment of the Note without payment of any Prepayment Premium;
provided, however, that any such partial prepayment shall not entitle Mortgagor
to prepay the portion of the Note remaining unpaid after application of the
Proceeds.

                                       11


Prepayment of the balance shall continue to be subject to the terms and
conditions of the Note, including the No-Prepayment Period and the Prepayment
Premium described therein. If an Event of Default exists, the use of the
Insurance Proceeds shall be governed by Article III below. If, however, an event
exists which with notice, the passage of time, or both, could become an Event of
Default, the remaining balance in the Escrow Fund shall be held by the escrow
agent pending cure of the event prior to the expiration of any applicable cure
or grace period.

     1.06.  TAXES, LIENS AND OTHER ITEMS.

     (A)    Mortgagor shall pay or cause to be paid any and all taxes, bonds,
assessments, fees, liens, charges, fines, impositions and any accrued interest
or penalty thereon, and any and all other items which are attributable to or
affect the Property (collectively, "Impositions") by making payment prior to
delinquency directly to the payee thereof and promptly furnish copies of paid
receipts for these to Mortgagee. Mortgagor shall promptly discharge or bond any
lien or encumbrance on the Property whether or not said lien or encumbrance has
or may attain priority over this Mortgage. This Mortgage shall be the sole
encumbrance on the Property and, if with the consent of Mortgagee it is not the
sole encumbrance, then it shall be prior to any and all other liens or
encumbrances on the Property. Mortgagor may in good faith and with due diligence
protest the payment of any Imposition which it believes unwarranted or excessive
and may defer payment of such Imposition pending conclusion of such contest if
legally permitted to do so, provided that the priority of this Mortgage and
Mortgagee's security is not materially and adversely affected and that Mortgagor
shall have furnished Mortgagee or the taxing authority such security as may be
required.

     (B)    As further security for the payment of the Note and the payment of
real estate taxes, regular or special assessments and insurance premiums,
Mortgagor shall be required to deposit one-twelfth (1/12) of the annual amounts
of such items as estimated by Mortgagee, with each monthly payment on the Note,
so that Mortgagee will hold a sufficient amount to pay all such charges not less
than thirty (30) days prior to the date on which such items become due and
payable. Mortgagee shall be furnished evidence to allow it to estimate such
amounts, including paid receipts or annual insurance premium statements,
assessment notices and tax receipts. All funds so deposited shall, until applied
to the payment of the aforesaid items, as hereinafter provided, be held by
Mortgagee without interest (except to the extent required under applicable law)
and may be commingled with other funds of Mortgagee. All funds so deposited
shall be applied to the payment of the aforesaid items only upon the
satisfaction of the following conditions: (1) no Event of Default or event,
which with notice or the passage of time or both could become an Event of
Default, shall have occurred; (2) Mortgagee shall have sufficient funds to pay
the full amounts of such items (which funds may include amounts paid solely for
such purpose by Mortgagor in addition to the escrowed funds); and (3) Mortgagor
shall have furnished Mortgagee with prior written notification that such items
are due and with the bills and invoices therefor in sufficient time to pay the
same before any penalty or interest attaches and before policies of insurance
lapse, as the case may be, and shall have deposited any additional funds as
Mortgagee may determine as necessary to pay such items.

     (C)    Mortgagee expressly disclaims any obligation to pay the aforesaid
items unless and until Mortgagor complies with all of the provisions set forth
in subsections 1.06(A) and (B). Mortgagor hereby pledges and grants a security
interest in any and all monies now or hereafter

                                       12


deposited pursuant to subsection 1.06(B) as additional security for the Note and
Related Agreements. If any Event of Default shall have occurred, or if the Note
shall be accelerated as herein provided, all funds so deposited may, at
Mortgagee's option, be applied as determined solely by Mortgagee or to cure said
Event of Default or as provided in this Section 1.06. In no event shall
Mortgagor claim any credit against the principal and interest due hereunder for
any payment or deposit for any of the aforesaid items.

     1.07.  ASSIGNMENT OF LEASES, CONTRACTS, RENTS AND PROFITS.

     (A)    Mortgagor hereby absolutely, presently and unconditionally grants,
assigns, transfers, conveys and sets over to Mortgagee, subject to all of the
terms, covenants and conditions set forth herein, all of Mortgagor's right,
title and interest in and to the following whether arising under the Leases (as
defined herein), by statute, at law, in equity, or in any other way:

            (1)    All of the leases of the Property which are in effect on the
     date hereof and all leases entered into or in effect from time to time
     after the date hereof, including, without limitation, all amendments,
     extensions, replacements, modifications and renewals thereof and all
     subleases, concession agreements, any ground leases or ground subleases and
     all other agreements affecting the same (the "Leases") and all guaranties
     thereunder;

            (2)    All of the rents, income, profits, revenue, security
     deposits, judgments, Condemnation Proceeds, Insurance Proceeds, unearned
     insurance premiums, all termination and/or cancellation payments received
     by Mortgagor in connection with any Lease, proceeds from the surrender,
     sale or other disposition of any Lease, any other fees or sums payable to
     Mortgagor or any other person as landlord and any award or payment in
     connection with any enforcement action of any Lease, including, without
     limitation, any award to Mortgagor made hereafter in any court involving
     any of the tenants under the Leases in any bankruptcy, insolvency, or
     reorganization proceeding in any state or federal court, and Mortgagor's
     right to appear in any action and/or to collect any such award or payment,
     and all payments by any tenant in lieu of rent (collectively, "Rents and
     Profits"); and

            (3)    All contracts, agreements, management, operating and
     maintenance agreements, warranties, licenses, permits, guaranties and sales
     contracts relating to the Property and the Collateral entered into by, or
     inuring to the benefit of, Mortgagor (the "Contracts").

     (B)    Notwithstanding the provisions of subsection 1.07(A), so long as no
Event of Default has occurred and is continuing hereunder, and, subject to
subsection 1.07(F) and Article III, Mortgagor shall have a license to manage the
Property; to collect, receive and use all Rents and Profits in accordance with
the terms of the Leases; to let the Property subject to the terms hereof and to
take all actions which a reasonable and prudent landlord would take in enforcing
the provisions of the Leases and Contracts; provided, however, that all amounts
so collected shall be applied toward operating expenses, real estate taxes and
insurance relating to the Property,

                                       13


capital repair items necessary to the operation of the Property on a current
basis, and the payment of sums due and owing under the Note and this Mortgage
prior to any other expenditure or distribution by Mortgagor. From and after the
occurrence of an Event of Default (whether or not Mortgagee shall have exercised
Mortgagee's option to declare the Note immediately due and payable), such
license shall be automatically revoked without any action required by Mortgagee.
Any amounts received by Mortgagor or its agents in the performance of any acts
prohibited by the terms of this Mortgage, including but not limited to any
amounts received in connection with any cancellation, modification or amendment
of any of the Leases prohibited by the terms of this Mortgage and any amounts
received by Mortgagor as rents, income, issues or profits from the Property from
and after the occurrence of an Event of Default under this Mortgage, the Note,
or any of the other Related Agreements, shall be held by Mortgagor as trustee
for Mortgagee and all such amounts shall be accounted for to Mortgagee and shall
not be commingled with other funds of the Mortgagor. Any person acquiring or
receiving all or any portion of such trust funds shall acquire or receive the
same in trust for Mortgagee as if such person had actual or constructive notice
that such funds were impressed with a trust in accordance herewith.

     (C)    Upon the occurrence of an Event of Default, Mortgagee shall have the
right but not the obligation to perform as landlord under the Leases and as a
party under the Contracts. The assignment of Rents and Profits set forth herein
constitutes an irrevocable direction and authorization to all tenants under the
Leases to pay all Rents and Profits to Mortgagee upon demand and without further
consent or other action by Mortgagor. Mortgagor irrevocably appoints Mortgagee
its true and lawful attorney, at the option of Mortgagee at any time after the
occurrence of an Event of Default, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, either in the name of
Mortgagor or in the name of Mortgagee, for all such Rents and Profits and apply
the same to the indebtedness secured by this Mortgage.

     (D)    Neither the foregoing assignment of Rents and Profits, Leases and
Contracts to Mortgagee nor the exercise by Mortgagee of any of its rights or
remedies under Article III shall be deemed to make Mortgagee a
"mortgagee-in-possession" or otherwise liable in any manner with respect to the
Property, unless Mortgagee, in person or by agent, assumes actual possession
thereof. Nor shall appointment of a receiver for the Property by any court at
the request of Mortgagee or by agreement with Mortgagor, or the entering into
possession of the Property by such receiver, be deemed to make Mortgagee a
"mortgagee-in-possession" or otherwise liable in any manner with respect to the
Property, Collateral or any of the Rents and Profits.

     (E)    In the event Mortgagee collects and receives any Rents and Profits
under this Section 1.07 pursuant to any Monetary or Performance Default as
defined in Section 2.01 hereof, such collection or receipt shall in no way
constitute a curing of the Monetary or Performance Default.

     (F)    Mortgagor shall not, without the prior written consent of Mortgagee,
(1) enter into any lease, extend or renew any Lease (other than extensions or
renewals in accordance with the terms of a lease approved by Mortgagee), or
consent to or permit the assignment or subletting of any Leases (other than
assignments or subleases in accordance with the terms of a lease approved by
Mortgagee), or amend or terminate any Lease; (2) alter, modify, change or
terminate the terms of any guaranties of any Leases; (3) create or permit any
lien or encumbrance

                                       14


which, upon foreclosure, would be superior to any such Leases or in any other
manner impair Mortgagee's rights and interest with respect to the Rents and
Profits; (4) pledge, transfer, mortgage or otherwise encumber or assign the
Leases, the Contracts or the Rents and Profits; or (5) collect rents more than
30 days prior to their due date. Notwithstanding the foregoing, so long as no
Event of Default has occurred and is continuing hereunder, Mortgagor may enter
into Leases, extend or renew Leases, and permit the assignment or sublease of
Leases which demise 10,000 rentable square feet or less for a term of five years
or less ("Non-material Leases"), provided they are on rental rates, including
rental concessions, at least equal to that charged for comparable properties
within the Property's submarket area, have been negotiated at arm's length, and
do not contain material modifications to the form of lease previously approved
by Mortgagee. Mortgagor may also amend Non-material Leases without Mortgagee's
prior written consent if, in Mortgagor's prudent business judgment, such
amendments are necessary and do not impair the value of the Property. Mortgagee
will not unreasonably withhold or delay its consent to any item submitted to it
for approval pursuant to subsections 1.07(F)(1) or (2) above. Any lease
submitted for Mortgagee's consent shall, at Mortgagee's option, be accompanied
by a Subordination, Nondisturbance and Attornment Agreement in Mortgagee's then
current form or another form reasonably acceptable to Mortgagee.

     (G)    Mortgagor shall promptly give notice to Mortgagee of any default
under any of the Leases meeting the criteria of a lease for which Mortgagee's
consent would have been required pursuant to Section 1.07(F) regardless of
whether such Leases were executed before or after the date of this Mortgage,
together with a complete copy of any notices delivered to or by the tenant as a
result of such default. Mortgagee shall have the right, but not the obligation,
to cure any default of Mortgagor under any of the Leases and all amounts
disbursed in connection with said cure shall be deemed to be indebtedness
secured hereby.

     (H)    Mortgagee shall have the right to approve any lease forms used by
Mortgagor for lease of space in the Property.

     (I)    Mortgagor hereby represents, warrants and agrees that:

     (1)    Mortgagor has the right, power and capacity to make this assignment
and that no person, firm or corporation or other entity other than Mortgagor has
or will have any right, title or interest in or to the Leases or the Rents and
Profits.

     (2)    Mortgagor shall, at its sole cost and expense, perform and discharge
all of the obligations and undertakings of the landlord under the Leases.
Mortgagor shall enforce the performance of each obligation of the tenants under
the Leases and will appear in and prosecute or defend any action connected with
the Leases or the obligations of the tenants thereunder.

     (J)    Mortgagee shall not be obligated to perform or discharge, nor does
it hereby undertake to perform or discharge, any obligation, duty or liability
under the Leases or under or by reason of this assignment. Mortgagor shall and
does hereby agree to indemnify Mortgagee for and to defend and hold Mortgagee
harmless from any and all liability, loss or damage which Mortgagee may or might
incur under the Leases or under or by reason of this assignment, and from any
and all claims whatsoever which may be asserted against Mortgagee by reason of
any alleged obligations or undertakings on Mortgagee's part to perform or
discharge any of the

                                       15


terms, covenants or agreements contained in the Leases; provided, however, that
the foregoing indemnity shall not apply to the extent any of the foregoing
arises wholly or in substantial part from the gross negligence or willful
misconduct of Mortgagee. Should Mortgagee incur any liability, loss or damage
under the Leases or under or by reason of this assignment, or in the defense of
any of such claims or demands, the amount thereof, including costs, expenses and
attorneys' and paralegals' fees at all trial and appellate levels and whether
suit be brought or not, shall be secured by this Mortgage; and Mortgagor shall
reimburse Mortgagee therefor immediately upon demand, and upon failure of
Mortgagor to do so, Mortgagee may declare all sums so secured to be immediately
due and payable.

     (K)    Mortgagee may take or release other security, may release any party
primarily or secondarily liable for any indebtedness secured hereby, may grant
extensions, renewals or indulgences with respect to such indebtedness, and may
apply any other security therefor held by it to the satisfaction of such
indebtedness, without prejudice to any of its rights hereunder.

     (L)    Nothing herein contained and no act done or omitted by Mortgagee
pursuant to the powers and rights granted it herein shall be deemed to be a
waiver by Mortgagee of its other rights and remedies under the Note, this
Mortgage and the Related Agreements, and this assignment is made and accepted
without prejudice to any of the other rights and remedies possessed by Mortgagee
under the terms thereof. The right of Mortgagee to collect said indebtedness and
to enforce any other security therefor held by it may be exercised by Mortgagee
either prior to, simultaneously with, or subsequent to any action taken by it
hereunder. It is the intent of both Mortgagor and Mortgagee that this assignment
be supplementary to, and not in substitution or derogation of, any other
provision contained in this Mortgage giving Mortgagee any interest in or rights
with respect to the Leases or Rents and Profits.

     (M)    Neither this assignment nor pursuit of any remedy hereunder by
Mortgagee shall cause or constitute a merger of the interests of the tenant and
Mortgagor under any of the Leases such that any of the Leases hereby assigned
are no longer valid and binding legal obligations of the parties executing the
same.

     (N)    Mortgagor agrees, from time to time, to execute and deliver, upon
demand, all assignments and any and all other writings as Mortgagee may
reasonably deem necessary or desirable to carry out the purpose and intent
hereof, or to enable Mortgagee to enforce any right or rights hereunder.

                                       16


     1.08.  DUE ON SALE OR ENCUMBRANCE. Neither Mortgagor nor its sole member
shall, without the prior written consent of Mortgagee: (i) create, effect,
consent to, suffer to exist, assume, incur, permit (voluntarily or
involuntarily, by operation of law or otherwise) any direct or indirect
conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security
interest or other encumbrance or disposition (each of the foregoing defined as
"Transfer") of the Property or an interest therein; (ii) be divested of its
title to the Property or any interest therein; (iii) enter into a contract to
sell or grant any option to purchase that results in a transfer of possession or
equitable title to the Property or any portion thereof prior to the payment of
the Note in accordance with its terms; (iv) enter into any lease giving the
tenant any option to purchase the Property or any portion thereof; (v) permit or
suffer any Transfer of any direct or indirect ownership interest in the
Mortgagor or any indemnitor or guarantor under this Mortgage or any Related
Agreement; (vi) permit or suffer any Transfer of any ownership interest in any
direct or indirect owner of a legal or beneficial interest in the Mortgagor
(including, without limitation its partners, members, trustees, beneficiaries or
shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or
consolidation of the Mortgagor or any of the direct or indirect owners of
Mortgagor or the conversion of one type of legal entity into another type of
legal entity. Except as expressly consented to in writing by Mortgagee,
Mortgagor shall not incur any additional indebtedness (secured or unsecured,
direct or contingent) other than unsecured debt or trade payables incurred in
the ordinary course of business in connection with the operation of the
Property. Upon the occurrence of any of the prohibited actions specified herein,
then Mortgagee shall have the right, at its option, to declare the indebtedness
secured by this Mortgage immediately due and payable, irrespective of the
maturity date specified in the Note.

     1.09.  PRESERVATION AND MAINTENANCE OF PROPERTY. Mortgagor shall hire
competent and responsible property managers who shall be reasonably acceptable
to Mortgagee. Mortgagor, at its sole cost and expense, shall keep the Property
and every part thereof in good condition and repair, in accordance with sound
and prudent property management practices, and shall promptly and faithfully
comply with and obey all laws, ordinances, rules, regulations, requirements and
orders of every duly constituted governmental authority or agent having
jurisdiction with respect to the Property. All repairs, replacements and
renewals shall be at least equal in quality to the original Improvements.
Mortgagor shall not permit or commit any waste, impairment, or deterioration of
the Property, nor commit, suffer or permit any act upon or use of the Property
in violation of law or applicable order of any governmental authority, whether
now existing or hereafter enacted, or in violation of any covenants, conditions
or restrictions affecting the Property or bring or keep any article in the
Property or cause or permit any condition to exist thereon which would be
prohibited by or invalidate the insurance coverage required to be maintained
hereunder. Mortgagor shall promptly bond or discharge any mechanics' liens
against the Property.

     1.10.  USE OF PROPERTY. Except as may have been previously agreed in
writing by Mortgagee, Mortgagor shall continue to operate the Property for the
purposes for which it was used on the date hereof and for no other purpose.
Mortgagor shall not make or suffer any improper or offensive use of the Property
or any part thereof and will not use or permit to be used any part of the
Property for any dangerous, noxious, offensive or unlawful trade or business or
for any purpose which will reduce the value of the Property in any respect or
will cause the Property or any part thereof or interest therein to be subject to
forfeiture. Mortgagor at its expense will promptly comply with all rights of way
or use, privileges, franchises, servitudes,

                                       17


licenses, easements, tenements, hereditaments and appurtenances forming a part
of the Property and all instruments relating or evidencing the same, in each
case, to the extent compliance therewith is required of Mortgagor under the
terms thereof. Mortgagor will not take any action which results in a forfeiture
or termination of the rights afforded to Mortgagor under any such instruments
and will not, without the prior written consent of Mortgagee, amend in any
material respect any of such instruments. Mortgagor shall at all times comply
with all laws affecting the Property and comply with any instruments of record
at the time in force affecting the Property or any part thereof and shall
procure, maintain and comply with all permits, licenses, and other
authorizations required for any use of the Property or any part thereof then
being made, and for the proper erection, installation, operation and maintenance
of the Improvements or any part thereof. Mortgagor shall not initiate, join in,
acquiesce in, or consent to any change in any private restrictive covenant,
zoning law or other public or private restriction, limiting or defining the uses
which may be made of the Property or any part thereof. In furtherance of the
foregoing sentence, Mortgagor will not, by act or omission: (i) impair the
integrity of the Property as a single zoning lot separate and apart from all
other premises; or (ii) permit or suffer to permit the Property to be used by
the public or any party in such manner as might make possible a claim of adverse
usage or possession or any implied dedication or easement. If under applicable
zoning provisions the use of all or any portion of the Property is or shall
become a nonconforming use, Mortgagor will not cause or permit such
nonconforming use to be discontinued or abandoned, if such discontinuance or
abandonment would prevent the same or similar nonconforming use in the future,
without the express written consent of Mortgagee (except that a nonconforming
use that results from a tenant's use may be discontinued without Mortgagee's
consent if such tenant's lease terminates or expires by its terms).

     Mortgagor shall not conduct or permit or allow to be conducted on the
Property any dry cleaning plant or facility or similar operation, provided that
Mortgagor may conduct or permit or allow to be conducted on the Property a dry
cleaning drop-off establishment, so long as no dry cleaning is performed
therein.

     1.11.  ALTERATIONS AND ADDITIONS. Mortgagor shall not cause, suffer or
permit:

     (A)    Any material alterations of the Property except (1) as required by
any law, statute, ordinance, order, rule, regulation, decree or other
requirement of the United States, the applicable state or county in which the
Property is located or any political subdivision of any of the foregoing, or any
agency, department, commission, board, court, bureau or instrumentality of any
of them ("Governmental Authority") or by any condition of any approval, consent,
registration, franchise, permit, license, variance, certificate of occupancy or
other authorization with regard to zoning, landmark, ecological, environmental,
air quality, subdivision, planning, building or land use required by any
Governmental Authority for the construction, lawful occupancy and operation of
the Property and the actual and contemplated uses thereof, or (2) as permitted
or required to be made by the terms of any Leases approved by Mortgagee (with
respect to work in any space demised thereunder);

     (B)    Any demolition or removal of any portion of the Property;

     (C)    Any change which would increase the risk of fire or other hazard;

                                       18


     (D)    Any zoning, reclassification with respect to the Property; or

     (E)    Any unlawful use of, or nuisance to exist upon, the Property.

     As used herein, the term "material alteration" shall mean any alteration,
improvement or replacement (i) the cost of which (including any related
alteration, improvement or replacement) shall exceed two percent of the
principal amount of the indebtedness secured by this Mortgage (excluding tenant
improvement work pursuant to Leases), or (ii) which materially and adversely
affects the mechanical, electrical, heating, ventilating, air-conditioning or
other building or operating systems of any of the Improvements, or materially
and adversely affects the cost of operation or maintenance of any such building
or operating systems, affects the structure or structural soundness of any of
the improvements of the Property, or the exterior or appearance of the Property,
or otherwise has a material adverse effect on the Property including the use
and/or value thereof.

     1.12.  OFFSET CERTIFICATES. Mortgagor, within five days upon request in
person or within ten days upon request by mail, shall furnish a written
statement duly acknowledged and notarized, of all amounts due on any
indebtedness secured hereby or secured by any of the Related Agreements, whether
for principal or interest on the Note or otherwise, and stating whether any
offsets or defenses exist against the indebtedness secured hereby and covering
such other matters with respect to any such indebtedness as Mortgagee may
reasonably require.

     1.13.  MORTGAGEE'S COSTS AND EXPENSES. Mortgagor shall pay all costs, fees
and expenses of Mortgagee, its agents and counsel, in connection with the
performance of Mortgagee's obligations, duties, rights, options and permitted
actions hereunder. Mortgagor will pay or reimburse Mortgagee upon demand for all
reasonable attorney's and paralegals' fees, costs and expenses, including those
in connection with appellate proceedings, incurred by Mortgagee in any
proceedings involving the estate of a decedent or an insolvent, or in any
action, legal proceeding or dispute of any kind in which Mortgagee is a
plaintiff or defendant, affecting the indebtedness secured hereby or the
Property or Collateral, this Mortgage or the interest created herein, any
condemnation action involving the Property or any action to protect the security
hereof; and any such amounts paid by Mortgagee shall be secured by this
Mortgage. If Mortgagor shall default in the payment of any tax, lien, assessment
or charge levied or assessed against the Property; in the payment of any utility
charge, whether public or private; in the payment of any insurance premium; in
the procurement of insurance coverage and the delivery of the insurance policies
required hereunder; in the performance of any covenant, term or condition of any
leases affecting all or any part of the Property; or in the performance or
observance of any covenant, condition or term of this Mortgage; then Mortgagee,
at its option, may perform or observe the same, and all payments made or costs
incurred by Mortgagee in connection therewith, shall be secured hereby and shall
be, without demand, immediately repaid by Mortgagor to Mortgagee with interest
thereon at the Default Rate as described in the Note. Mortgagee shall be the
sole judge of the legality, validity and priority of any such tax, lien,
assessment, charge, claim, premium and obligation, of the necessity for any such
actions and of the amount necessary to be paid in satisfaction thereof.
Mortgagee is hereby empowered to enter and to authorize others to enter upon the
Property or any part thereof for the purpose of performing or observing any such
defaulted covenant, condition or term, without thereby becoming liable to
Mortgagor or any other person in possession holding under Mortgagor. All

                                       19


rights of Mortgagee as set forth herein are rights to be exercised at the sole
option and discretion of Mortgagee and Mortgagee shall have no duty to Mortgagor
or any other person or entity to perform any acts authorized by this Section or
to incur any expense, make any appearance or take any other action.

     1.14.  PROTECTION OF SECURITY; COSTS AND EXPENSES.

     (A)    In addition to any other rights or remedies of Mortgagee hereunder,
under any of the Related Agreements, or in law or in equity, upon the occurrence
and during the continuance of an Event of Default (or prior thereto after notice
to Mortgagor, when possible, if Mortgagor is not paying or performing the act
itself and Mortgagee determines in its sole good faith judgment that the same is
appropriate to preserve the Property or the lien of this Mortgage or any other
collateral securing the indebtedness evidenced by the Note, either before or
after acceleration of the indebtedness) Mortgagee may, but shall not be required
to, make any payment or perform any act required to be performed by Mortgagor
hereunder or under any of the Related Agreements in any form and manner deemed
expedient to Mortgagee, including, without limitation, if applicable: (1)
paying any Impositions which remain unpaid; (2) procuring the release,
discharge, compromise or settlement of any lien filed or otherwise asserted
against the Property which has not been discharged by Mortgagor in accordance
with the provisions of this Mortgage or any of the Related Agreements, and (3)
obtaining insurance policies where insurance coverage was required to be
obtained hereunder and the required evidence that Mortgagor had obtained the
same has not been delivered to Mortgagee as required hereunder. Nothing herein
shall be construed to require Mortgagee to advance or expend monies for any
purpose mentioned herein, or for any other purpose.

     (B)    Mortgagor and its property manager, if applicable, shall appear in
and defend any action or proceeding purporting to affect the security of this
Mortgage or any additional or other security for the obligations secured hereby,
or the rights or powers of the Mortgagee, and shall pay all costs and expenses
actually incurred, including, without limitation, cost of evidence of title and
actual attorneys' and paralegals' fees, in any such action or proceeding in
which Mortgagee may appear, and in any suit brought by Mortgagee to foreclose
this Mortgage or to enforce or establish any other rights or remedies of
Mortgagee hereunder or under any other security for the obligations secured
hereby. If Mortgagor fails to perform any of the covenants or agreements
contained in this Mortgage, or if any action or proceeding is commenced which
affects Mortgagee's interest in the Property or any part thereof, including,
eminent domain, code enforcement, or proceedings of any nature whatsoever under
any federal or state law, whether now existing or hereafter enacted or amended,
relating to bankruptcy, insolvency, arrangement, reorganization or other form of
debtor relief, or to a decedent, then Mortgagee may, but without obligation to
do so and without notice to or demand upon Mortgagor, perform such covenant or
agreement and compromise any encumbrance, charge or lien which in the judgment
of Mortgagee appears to be prior or superior hereto. Mortgagor shall further pay
all expenses of Mortgagee actually incurred (including reasonable and actual
fees and disbursements of counsel) incident to the protection or enforcement of
the rights of Mortgagee hereunder, and enforcement or collection of payment of
the Note or any Future Advance whether by judicial or nonjudicial proceedings,
or in connection with any bankruptcy, insolvency, arrangement, reorganization or
other debtor relief proceeding of Mortgagor, or otherwise.

                                       20


     (C)    Mortgagor shall pay to Mortgagee, immediately upon written notice
from Mortgagee: (i) all recordation, transfer, stamp, documentary or other fees
or taxes levied on Mortgagee (exclusive of Mortgagee's income taxes) by reason
of the making or recording of the Note, this Mortgage or any Related Agreement,
and (ii) all intangible property taxes levied upon any holder of the Note or
Mortgagee under this Mortgage or secured party under the Related Agreements.

     Any amounts disbursed by Mortgagee pursuant to this Section or Section
1.13, including, without limitation, reasonable attorneys' and paralegals' fees,
whether or not the indebtedness as a result thereof shall exceed the face amount
of the Note, shall be additional indebtedness of Mortgagor secured by this
Mortgage and each of the Related Agreements as of the date of disbursement shall
become immediately due and payable on demand and shall bear interest at the
Default Rate set forth in the Note, from demand until paid. All such amounts
shall be payable by Mortgagor immediately upon demand. Nothing contained in this
section shall be construed to require Mortgagee to incur any expense, make any
appearance, or take any other action.

     1.15.  MORTGAGOR'S COVENANTS RESPECTING COLLATERAL.

     (A)    This instrument also creates a security interest in the Collateral,
the Contracts and in any sums held by Mortgagee, its servicing agent or any
escrow agent appointed under the terms of this Mortgage, which security interest
Mortgagor hereby grants in favor of Mortgagee under the Illinois Uniform
Commercial Code, and Mortgagee shall also have all the rights and remedies of a
secured party under the Illinois Uniform Commercial Code, and without limitation
upon or in derogation of the rights and remedies created and accorded to
Mortgagee by this Mortgage pursuant to the common law or any other laws of the
State of Illinois or any other jurisdiction, it being understood that the rights
and remedies of Mortgagee under the Illinois Uniform Commercial Code shall be
cumulative and in addition to all other rights and remedies of Mortgagee arising
under the Mortgage, the Note, the Related Agreements, the common law or any
other laws of the State of Illinois or any other jurisdiction. The security
interest granted by this Mortgage is for the purpose of securing all obligations
of Mortgagor as set forth in this Mortgage, the Note and the Related Agreements.
Mortgagor acknowledges that this Mortgage shall constitute a Security Agreement
as that term is used under the laws of the State of Illinois in favor of
Mortgagee. To the extent a security interest cannot be granted or perfected
under the applicable Uniform Commercial Code provisions in any personal property
in which Mortgagor has any right, title or interest, Mortgagor hereby pledges to
Mortgagee all of its right, title and interest in all such personal property
including, but not limited to, deposit accounts, escrowed funds, cash and cash
receipts, as the same shall relate to the Property or the Collateral or the
conduct of business on the Property, now existing, hereafter acquired, wherever
located and however held. Any person holding property in which Mortgagor has any
interest shall be deemed to be holding such property in trust for Mortgagee.

     (B)    Mortgagor shall execute and deliver financing and continuation
statements covering the Collateral from time to time and in such form as
Mortgagee may require to perfect and continue the perfection of Mortgagee's
security interest with respect to such property, and Mortgagor shall pay all
reasonable costs and expenses of any record searches for financing statements
Mortgagee may require. Mortgagor hereby authorizes and empowers Mortgagee to
file (and hereby irrevocably appoints Mortgagee its agent and attorney-in-fact,
which shall be

                                       21


coupled with an interest, to execute and file, on Mortgagor's behalf) at any
time and from time to time any initial financing statements, amendments thereto
and continuation statements with or without signature of Mortgagor as authorized
by applicable law, as applicable to the Collateral. For purposes of such
filings, Mortgagor agrees to furnish any information requested by Mortgagee
promptly upon request by Mortgagee describing the Collateral. Mortgagor hereby
ratifies and approves all filings of financing statements, amendments and
continuations applicable to the Collateral made or filed by Mortgagee prior to
the date of this Mortgage.

     (C)    Without the prior written consent of Mortgagee, Mortgagor shall not
create or suffer to be created any other security interest in or lien or
encumbrance on the Collateral, including replacements and additions thereto.

     (D)    Without the prior written consent of Mortgagee or except in the
ordinary course of business, Mortgagor shall not sell, transfer or encumber any
of the Collateral, or remove any of the Collateral from the Property unless
Mortgagor shall promptly substitute and replace the property removed with
similar property of at least equivalent value on which Mortgagee shall have a
continuing security interest ranking at least equal in priority to Mortgagee's
security interest in the property removed.

     (E)    Mortgagor shall (1) upon reasonable notice (unless an emergency or
Event of Default exists) permit Mortgagee and its representatives to enter upon
the Property to inspect the Collateral and Mortgagor's books and records
relating to the Collateral and make extracts therefrom and to arrange for
verification of the amount of Collateral, under procedures acceptable to
Mortgagee, directly with Mortgagor's debtors or otherwise at Mortgagor's
expense; (2) promptly notify Mortgagee of any attachment or other legal process
levied against any of the Collateral and any information received by Mortgagor
relative to the Collateral, Mortgagor's debtors or other persons obligated in
connection therewith, which may in any way affect the value of the Collateral or
the rights and remedies of Mortgagee in respect thereto; (3) reimburse Mortgagee
upon demand for any and all costs actually incurred, including, without
limitation, reasonable and actual attorneys', paralegals' and accountants' fees,
and other expenses incurred in collecting any sums payable by Mortgagor under
any obligation secured hereby, or in the checking, handling and collection of
the Collateral and the preparation and enforcement of any agreement relating
thereto; (4) notify Mortgagee of each location at which the Collateral is or
will be kept, other than for temporary processing, storage or similar purposes,
and of any removal thereof to a new location, including, without limitation,
each office of Mortgagor at which records relating to the Collateral are kept;
(5) provide, maintain and deliver to Mortgagee originals or certified copies of
the policies of insurance and certificates of insurance insuring the Collateral
against loss or damage by such risks and in such amounts, form and by such
companies as Mortgagee may require and with loss payable to Mortgagee, and in
the event Mortgagee takes possession of the Collateral, the insurance policy or
policies and any unearned or returned premium thereon shall at the option of
Mortgagee become the sole property of Mortgagee; and (6) do all acts necessary
to maintain, preserve and protect all Collateral, keep all Collateral in good
condition and repair and prevent any waste or unusual or unreasonable
depreciation thereof.

     (F)    Until Mortgagee exercises its right to collect proceeds of the
Collateral pursuant hereto, Mortgagor will collect with diligence any and all
proceeds of the Collateral. If an Event

                                       22


of Default exists, any proceeds received by Mortgagor shall be held in trust for
Mortgagee, and Mortgagor shall keep all such collections separate and apart from
all other funds and property so as to be capable of identification as the
property of Mortgagee and shall deliver to Mortgagee such collections at such
time as Mortgagee may request in the identical form received, properly endorsed
or assigned when required to enable Mortgagee to complete collection thereof.

     (G)    Mortgagee shall have all of the rights and remedies granted to a
secured party under the Uniform Commercial Code of the state in which the
Collateral is located, as well as all other rights and remedies available at law
or in equity. During the continuance of any Event of Default hereunder or under
the Note, Mortgagee shall have the right to take possession of all or any part
of the Collateral, to receive directly or through its agent(s) collections of
proceeds of the Collateral (including notification of the persons obligated to
make payments to Mortgagor in respect of the Collateral), to release persons
liable on the Collateral and compromise disputes in connection therewith, to
exercise all rights, powers and remedies which Mortgagor would have, but for the
security agreement contained herein, to all of the Collateral and proceeds
thereof, and to do all other acts and things and execute all documents in the
name of Mortgagor or otherwise, deemed by Mortgagee as necessary, proper and
convenient in connection with the preservation, perfection or enforcement of its
rights hereunder; and

     (H)    After any Event of Default hereunder or under the Note, Mortgagor
shall, at the request of Mortgagee, assemble and deliver the Collateral and
books and records pertaining to the Property at a place designated by Mortgagee,
and Mortgagee may, with reasonable notice to Mortgagor (unless an emergency
exists), enter onto the Property and take possession of the Collateral. It is
agreed that public or private sales, for cash or on credit to a wholesaler or
retailer or investor, or user of collateral of the types subject to the security
agreement, or public auction, are all commercially reasonable since differences
in the sales prices generally realized in the different kinds of sales are
ordinarily offset by the differences in the costs and credit risks of such
sales. The proceeds of any sale of the Collateral shall be applied first to the
expenses of Mortgagee actually incurred in retaking, holding, preparing for
sale, or selling the Collateral or similar matters, including reasonable and
actual attorneys' and paralegals' fees, and then, as Mortgagee shall solely
determine.

     (I)    Upon the request of Mortgagee, Mortgagor will cooperate with
Mortgagee in obtaining control with respect to those items of Collateral
consisting of deposit accounts, investment property, letter-of-credit rights or
any other Collateral as to which "control" is required under the applicable
Uniform Commercial Code for perfection of a security interest.

                                       23


     1.16.  COVENANTS REGARDING FINANCIAL STATEMENTS.

     (A)    Mortgagor shall keep true books of record and account in which full,
true and correct entries in accordance with sound accounting practice and
principles applied on a consistent basis from year to year shall be made of all
dealings or transactions with respect to the Property.

     (B)    (1) Mortgagor shall deliver to Mortgagee:

     (a)    Within one hundred twenty (120) days after the last day of each
fiscal year of Mortgagor and Mortgagor's sole member during the term of the
Note, unaudited financial reports prepared on a cash basis, including income
statements and cash flow statements covering the operation of the Property and
unaudited annual financial reports prepared on a cash basis, including balance
sheets, income statements and cash flow statements covering the financial
condition of Mortgagor and Mortgagor's sole member for the previous fiscal year,
all certified to Mortgagee to be complete, correct and accurate by the
individual, managing general partner, manager or chief financial officer of the
party whom the report concerns; and

     (b)    If available, within thirty (30) days after receipt by Mortgagor,
original annual audit reports of an independent certified public accountant
prepared in accordance with generally accepted accounting principles containing
an unqualified opinion, including balance sheets, income statements and cash
flow statements covering the operation of the Property and the financial
condition of Mortgagor and Mortgagor's sole member for the previous fiscal year.

     (2)    At the request of Mortgagee from time to time (but no more often
than once in each fiscal quarter of Mortgagor during the term of the Note),
Mortgagor shall also deliver to Mortgagee unaudited financial reports prepared
on a cash basis, including income statements and cash flow statements covering
the operation of the Property and unaudited financial reports prepared on a cash
basis, including balance sheets, income statements and cash flow statements
covering the financial condition of Mortgagor and Mortgagor's sole member for
the previous fiscal quarter, a portfolio analysis report covering the operation
of all properties of which Mortgagor or Mortgagor's sole member is the owner
(direct or indirect) or a general partner of the owner (direct or indirect),
setting out a cash flow statement (including debt service payments) for each
such property, and a current rent roll of the Property, all certified to
Mortgagee to be complete, correct and accurate by the individual, managing
general partner, manager or chief financial officer of the party whom the report
concerns.

     (3)    All reports covering the financial condition of Mortgagor or
Mortgagor's sole member shall include, without limitation, balance sheets and
statements of income and of partner's equity, if applicable, setting forth in
each case in comparative form the figures for the previous fiscal quarter or
year, as the case may be. All interim quarterly reports shall also include a
breakdown of all categories of revenues and expenses, and any supporting
schedules and data requested by Mortgagee. Each set of annual or quarterly
financial reports or quarterly rent rolls delivered to Mortgagee pursuant to
this Section shall also be accompanied by a certificate of the chief financial
officer, the managing general partner or the manager of the party whom the
report concerns, stating whether any condition or event exists or has existed
during the period covered by the annual or quarterly reports which then
constituted or now constitutes an

                                       24


Event of Default under the Note or this Mortgage, or which if continued or not
cured would, after passage of time, constitute an Event of Default, and if any
such condition or event then existed or now exists, specifying its nature and
period of existence and what Mortgagor did or proposes to do with respect to
such condition or event.

     (C)    In the event such statements are not in a form reasonably acceptable
to Mortgagee or Mortgagor fails to furnish such statements and reports, then
Mortgagee shall have the immediate and absolute right to audit the respective
books and records of the Property and Mortgagor or Mortgagor's sole member, as
applicable, at the expense of Mortgagor.

     (D)    Notwithstanding the foregoing, Mortgagor shall not be required to
deliver financial reports covering the financial condition of Mortgagor if and
so long as (1) the Property is Mortgagor's only asset, and (2) Mortgagor
delivers the unaudited financial reports covering the operation of the Property
when and as described above.

     1.17.  ENVIRONMENTAL COVENANTS.

     Mortgagor covenants:

     (A)    That no Hazardous Materials (as defined below) are currently on or
in the Property (except as expressly described in the Phase I Environmental Site
Assessment of the Property prepared by Phase I Environmental Site Assessment,
dated September 26, 2003) or shall be installed, used, generated, manufactured,
treated, handled, refined, produced, processed, stored or disposed of, in, on or
under the Property other than Hazardous Materials in quantities and of types
reasonably and customarily associated with general office use which have been
and are stored, used and disposed of in compliance with Hazardous Material Laws
(as defined below) and the presence of which do not require compliance with any
reporting requirements under any Hazardous Material Laws;

     (B)    That no activity shall be undertaken on the Property which would
cause:

            (1)    the Property to become a hazardous waste treatment, storage
     or disposal facility under any Hazardous Material Law,

            (2)    a release or threatened release of Hazardous Material from
     the Property in violation of any Hazardous Material Law, or

            (3)    the discharge of Hazardous Material into any watercourse,
     body of surface or subsurface water or wetland, or the discharge into the
     atmosphere of any Hazardous Material which would require a permit under any
     Hazardous Material Law and for which no such permit has been issued;

     (C)    That no activity shall be undertaken or permitted to be undertaken,
by the Mortgagor on the Property which would result in a violation under any
Hazardous Material Law; and

     (D)    To obtain and deliver to Mortgagee, within a reasonable time
following completion of actions required by an appropriate governmental agency,
certifications of

                                       25


engineers or other professionals reasonably acceptable to Mortgagee, in form and
substance satisfactory to Mortgagee, certifying that all necessary and required
actions to clean up, remove, contain, prevent and eliminate all releases or
threats of release of Hazardous Materials on or about the Property to the levels
required by the appropriate governmental agencies have been taken and, to the
knowledge of such professional, the Property is then in compliance with
applicable Hazardous Material Laws as then in effect and applicable to such
actions. For purposes of this Mortgage, "Hazardous Materials" means and includes
asbestos or any substance containing asbestos, polychlorinated biphenyls, any
explosives, radioactive materials, chemicals known or suspected to cause cancer
or reproductive toxicity, pollutants, effluents, contaminants, emissions,
infectious wastes, any petroleum or petroleum-derived waste or product or
related materials and any items defined as hazardous, special or toxic
materials, substances or waste under any Hazardous Material Law, or any material
which shall be removed from the Property pursuant to any administrative order or
enforcement proceeding or in order to place the Property in a condition that is
suitable for ordinary use. "Hazardous Material Laws" means all federal, state
and local laws (whether under common law, statute or otherwise), ordinances,
rules, regulations and guidance documents now in force, as amended from time to
time, in any way relating to or regulating human health or safety, industrial
hygiene or environmental conditions, protection of the environment, pollution or
contamination of the air, soil, surface water or groundwater, and includes,
without limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, 42 U.S.C. Section 9601, et seq., the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., the Clean Water
Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, as amended, 42 U.S.C.
Section 7401 et seq., the Occupational Safety and Health Act, 29 U.S.C. Section
651 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801
et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1321 et
seq., and the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.

     1.18.  FURTHER ASSURANCES. Mortgagor, from time to time, will execute,
acknowledge, subscribe and deliver to or at the direction of Mortgagee such
documents and further assurance as Mortgagee may reasonably require for the
purpose of evidencing, perfecting or confirming the lien and security interest
created by this Mortgage or the security to be afforded by the Related
Agreements, or both. Without limiting the foregoing and notwithstanding anything
in this Mortgage or the Related Agreements to the contrary, Mortgagor will
defend, indemnify and hold Mortgagee harmless with respect to any suit or
proceeding in which the validity, enforceability or priority of any such lien or
security interest, or both, is endangered or contested, directly or indirectly.
If Mortgagor fails to undertake the defense of any such claim in a timely
manner, or, in Mortgagee's sole determination, fails to prosecute such defense
with due diligence, then Mortgagee is authorized to take, at the sole expense of
Mortgagor, all necessary and proper action in defense of any such claim,
including, without limitation, the retention of legal counsel, the prosecution
or defense of litigation and the compromise or discharge of claims, including
payment of all costs and reasonable attorneys' and paralegals' fees. All costs,
expenses and losses, if any, so incurred by Mortgagee, including all attorneys'
and paralegals' fees, regardless of whether suit is brought, for all
administrative, trial and appellate proceedings, if any, will constitute
advances by Mortgagee as provided in Section 1.14 hereinabove.

     1.19.  MORTGAGOR'S CONTINUED EXISTENCE. Mortgagor shall at all times during
the term of the Loan maintain its legal existence and qualification to do or
transact business in the state in which the Property or any of the Collateral is
located. Mortgagor's exact legal name, state of

                                       26


organization and chief executive office are as set forth respectively in the
initial paragraph of this Mortgage. So long as any of the indebtedness secured
hereby remains outstanding, Mortgagor will provide Mortgagee with thirty (30)
days prior written notice of any change in Mortgagor's name, organizational
identification number, state of organization or, if any individual, principal
residence.

                                   ARTICLE II

                                EVENTS OF DEFAULT

     Each of the following shall constitute an event of default ("Event of
Default") hereunder:

     2.01.  MONETARY AND PERFORMANCE DEFAULTS.

     (A)    Failure to make any payment due under any one or more of the ALIC
Note or the AIC Note or any note evidencing a Future Advance, other than the
final payment and Prepayment Premium, or to make any payment due under this
Mortgage to Mortgagee or any other party, including without limitation, payment
of escrow deposits, real estate taxes, insurance premiums and ground rents, if
any, on or before the fourth (4th) day after such payment is due; or

     (B)    Failure to make the final payment or the Prepayment Premium due
under any one or more of the ALIC Note or the AIC Note or any note evidencing a
Future Advance when such payment is due whether at maturity, by reason of
acceleration, as part of a prepayment or otherwise (the defaults in (A) and (B)
hereinafter "Monetary Default"); or

     (C)    Breach or default in the performance of any of the covenants or
agreements of Mortgagor contained herein, in any one or more of the ALIC Note or
the AIC Note or in any Related Agreement ("Performance Default"), if such
Performance Default shall continue for thirty (30) days or more after written
notice to Mortgagor from Mortgagee specifying the nature of the Performance
Default; provided, however, that if such Performance Default is of a nature that
it cannot be cured within the thirty (30) day period, then Mortgagor shall not
be in default if it commences good faith efforts to cure the Performance Default
within the thirty (30) day period, demonstrates continuous diligent efforts to
cure the Performance Default in a manner reasonably satisfactory to Mortgagee
and, within a reasonable period, not to exceed one hundred eighty (180) days
after the date of the original written notice of the Performance Default,
completes the cure of such Performance Default. Notwithstanding the foregoing,
if the breach or default is one which is defined as an Event of Default
elsewhere in this Article II or in the default definition of any Related
Agreement, then Mortgagor shall not be entitled to any notice or cure period
upon the occurrence of such breach or default except for such notice and cure
periods, if any, as may be expressly granted in such other defined Event of
Default.

     2.02.  BANKRUPTCY, INSOLVENCY, DISSOLUTION.

     (A)    Any court of competent jurisdiction shall sign an order (1)
adjudicating Mortgagor, its sole member, its sole member, or any Guarantor
(which term when used in this Mortgage shall mean any guarantor of payment of
the indebtedness) bankrupt or insolvent, (2) appointing a receiver, trustee or
liquidator of the Property or Collateral or of a substantial part of

                                       27


the property of Mortgagor, its sole member, its sole member, or any Guarantor,
or (3) approving a petition for, or effecting an arrangement in bankruptcy, or
any other judicial modification or alteration of the rights of Mortgagee or of
other creditors of Mortgagor, its sole member, or any Guarantor; or

     (B)    Mortgagor, its sole member, or any Guarantor shall (1) apply for or
consent to the appointment of a receiver, trustee or liquidator for it or for
any of its property, (2) as debtor, file a voluntary petition in bankruptcy, or
petition or answer seeking reorganization or an arrangement with creditors or to
take advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it and any proceeding under
such law, (3) admit in writing an inability to pay its debts as they mature, or
(4) make a general assignment for the benefit of creditors; or

     (C)    An involuntary petition in bankruptcy is filed against Mortgagor,
its sole member, or any Guarantor and the same is not vacated or stayed within
90 days of the filing date.

     2.03.  MISREPRESENTATION. Mortgagor makes or furnishes a representation,
warranty, statement, certificate, schedule and/or report to Mortgagee in or
pursuant to this Mortgage or any of the Related Agreements which is false or
misleading in any material respect as of the date made or furnished, or becomes
false or breached in any material respect upon or after execution of this
Mortgage.

     2.04.  DEFAULT UNDER SUBORDINATE LOANS. An occurrence of a default under
any loan subordinate to this Mortgage which is not an independent default under
this Mortgage which results in the commencement of foreclosure proceedings or
the taking of any other remedial action under such subordinate loan.

     2.05.  LIENS. Any federal, state or local tax lien or any claim of lien for
labor or materials or any other lien or encumbrance of any nature whatsoever is
recorded against Mortgagor or any of the Property or Collateral and is not
removed by payment or transferred to substitute security in the manner provided
by law, within thirty (30) days after it is recorded in accordance with
applicable law.

     2.06.  JUDGMENTS. (A)     A final judgment, other than a final judgment in
connection with any condemnation, is entered against Mortgagor that (1)
materially and adversely affects the value, use or operation of the Property or
other Collateral, or (2) adversely affects, or reasonably may adversely affect,
the validity or enforceability of this Mortgage, any of the Related Agreements
or the Note or priority of the liens or security interests created by this
Mortgage or any of the Related Agreements; or (B) execution or other final
process issues thereon with respect to the Property or other Collateral; and (C)
Mortgagor does not discharge the same or provide for its discharge in accordance
with its terms, or procure a stay of execution thereon, in any event within
thirty (30) days from entry, or Mortgagor shall not, within such period or such
longer period during which execution on such judgment shall have been stayed,
appeal therefrom or from the order, decree or process upon or pursuant to which
such judgment shall have been entered, and cause its execution to be stayed
during such appeal, or if on appeal such order, decree or process shall be
affirmed and Mortgagor shall not discharge such judgment or provide

                                       28


for its discharge in accordance with its terms within sixty (60) days after the
entry of such order or decree or affirmance, or if any stay of execution on
appeal is released or otherwise discharged.

     2.07.  LEASES. Mortgagor's default in the performance of its obligations as
lessor under any Lease of 10,000 square feet or more, which default could
result, in Mortgagee's judgment, in the termination of said Lease.

     2.08.  MORTGAGOR'S CONTINUED EXISTENCE. Mortgagor ceases to exist or to be
qualified to do or transact business in the state in which the Property or any
of the Collateral is located or is dissolved or is a party to a merger,
consolidation or reorganization, or sells all or substantially all of its
assets.

     2.09.  BREACH OF DUE ON SALE OR ENCUMBRANCE PROVISION. Any occurrence of a
prohibited Transfer under Section 1.08 hereof.

     2.10.  DEFAULT UNDER RELATED AGREEMENTS. A "Default" or "Event of Default"
shall have occurred under or as defined in any of the Note, the Assignment of
Leases and Rents or any other Related Agreement.

                                   ARTICLE III

                                    REMEDIES

     Upon the occurrence of any Event of Default, Mortgagee shall have the
following rights and remedies set forth in Sections 3.01 through 3.08:

     3.01.  ACCELERATION. Notwithstanding the stated maturity date in the Note,
or any note evidencing any Future Advance, Mortgagee may without notice or
demand, declare the entire principal amount of the Note and/or any Future
Advances then outstanding and accrued and unpaid interest thereon, and all other
sums or payments required thereunder or under this Mortgage or the Related
Agreements including, but not limited to the Prepayment Premium described in the
Note, to be due and payable immediately.

     3.02.  ENTRY. Irrespective of whether Mortgagee exercises the option
provided in section 3.01 above, Mortgagee in person or by agent or by
court-appointed receiver (and Mortgagee shall have the right to the immediate
appointment of such a receiver without regard to the adequacy of the security
and Mortgagor hereby irrevocably consents to such appointment and waives notice
of any application therefor) may, at its option, without any action on its part
being required, without in any way waiving such Event of Default, with or
without the appointment of a receiver, or an application therefor:

     (A)    Take possession of the Property and conduct tests of, manage or hire
a manager to manage, lease and operate the Property or any part thereof, on such
terms and for such period of time as Mortgagee may deem proper, with full power
to make, from time to time, all alterations, renovations, repairs or
replacements thereto as may seem proper to Mortgagee;

     (B)    With or without taking possession of the Property, collect and
receive all Rents and Profits, notify tenants under the Leases or any other
parties in possession of the Property to

                                       29


pay Rents and Profits directly to Mortgagee, its agent or a court-appointed
receiver and apply such Rents and Profits to the payment of:

            (1)    all costs and expenses incident to taking and retaining
     possession of the Property (including the cost of any receivership),
     management and operation of the Property, keeping the Property properly
     insured and all alterations, renovations, repairs and replacements to the
     Property;

            (2)    all taxes, charges, claims, assessments, and any other liens
     which may be prior in lien or payment to this Mortgage or the Note, and
     premiums for insurance, with interest on all such items; and

            (3)    the indebtedness secured hereby together with all costs and
     attorney's and paralegals' fees, in such order or priority as to any of
     such items as Mortgagee in its sole discretion may determine, any statute,
     law, custom or use to the contrary notwithstanding;

     (C)    Exclude Mortgagor, its agents and servants, wholly from the
Property;

     (D)    Have joint access with Mortgagor to the books, papers and accounts
of Mortgagor relating to the Property, at the expense of Mortgagor;

     (E)    Commence, appear in and/or defend any action or proceedings
purporting to affect the interests, rights, powers and/or duties of Mortgagee
hereunder, whether brought by or against Mortgagor or Mortgagee; and

     (F)    Pay, purchase, contest or compromise any claim, debt, lien, charge
or encumbrance which in the judgment of Mortgagee may affect or appear to affect
the interest of Mortgagee or the rights, powers and/or duties of Mortgagee
hereunder.

     Subject to the Act, Mortgagee, as a matter of right without notice to
Mortgagor or anyone claiming under it and without regard to the then value of
the Property or the interest of Mortgagor therein, shall have the right to apply
to any court having jurisdiction to appoint a receiver or receivers to take
charge of the Property or any portion thereof. Any such receiver or receivers
shall have all of the usual and customary powers and duties of receivers in like
or similar cases and all of the powers and duties of Mortgagee in case of entry
as provided hereinabove, including without limitation, the right to collect and
receive Rents and Profits. All such Rents and Profits paid to Mortgagee or
collected by such receiver shall be applied as provided for in subsection
3.02(B) above. Mortgagor for itself and any subsequent owner of the Property
hereby waives any and all defenses to the application for such receiver and
hereby irrevocably consents to such appointment without notice of any
application therefore.

     In addition to any provision of this Mortgage authorizing Mortgagee to take
or be placed in possession of the Property, or for the appointment of a
receiver, Mortgagee shall have the right, in accordance with Sections 15-1701
and 15-1702 of the Act, to be placed in possession of the Property or at its
request to have a receiver appointed, and such receiver, or Mortgagee, if and
when placed in possession, shall have, in addition to any other powers provided
in this

                                       30


Mortgage, all rights, powers, immunities, and duties as provided for in Sections
15-1701 and 15-1703 of the Act.

     The receipt by Mortgagee of any Rents and Profits pursuant to this Mortgage
after the institution of foreclosure or other proceedings under the Mortgage
shall not cure any such Event of Default or affect such proceedings or any sale
pursuant thereto. After deducting the expenses and amounts set forth above in
this section 3.02, as well as just and reasonable compensation for all
Mortgagee's employees and other agents (including, without limitation,
reasonable and actual attorneys' and paralegals' fees and management and rental
commissions) engaged and employed, the moneys remaining, at the option of
Mortgagee, may be applied to the indebtedness secured hereby. Whenever all
amounts due on the Note and under this Mortgage shall have been paid and all
Events of Default have been cured and any such cure has been accepted by
Mortgagee, Mortgagee shall surrender possession to Mortgagor. The same right of
entry, however, shall exist if any subsequent Event of Default shall occur;
provided, however, Mortgagee shall not be under any obligation to make any of
the payments or do any of the acts referred to in this section 3.02.

     3.03.  JUDICIAL ACTION. Mortgagee may bring an action in any court of
competent jurisdiction to foreclose this instrument or to enforce any of the
covenants and agreements hereof. The Property may be foreclosed in parts or as
an entirety.

     3.04.  FORECLOSURE. Mortgagee may institute an action of mortgage
foreclosure against the Property, or take such other action at law or in equity
for the enforcement of this Mortgage and realization on the mortgage security or
any other security herein or elsewhere provided for, as the law may allow, and
may proceed therein to final judgment and execution for the entire unpaid
balance of the principal debt and the Prepayment Premium, with interest thereon
at the rate stipulated in the Note to the date of default, and thereafter at the
Default Rate specified in the Note, together with all other sums due by
Mortgagor in accordance with the provisions of the Note and this Mortgage,
including any sums which may have been advanced or loaned by Mortgagee to
Mortgagor after the date of this Mortgage, including Future Advances, and all
sums which may have been advanced by Mortgagee for taxes, water or sewer rents,
charges or claims, payments on prior liens, insurance, utilities or repairs to
the Property, all costs of suit, together with interest at the Default Rate on
any judgment obtained by Mortgagee from and after the date of any sheriff or
other judicial sale until actual payment is made of the full amount due
Mortgagee. In addition, as an alternative to the right of foreclosure for the
full amount secured hereby after acceleration thereof, Mortgagee shall have the
right, to the extent permitted by law, to institute partial foreclosure
proceedings with respect to the portion of said indebtedness so in default, as
if under a full foreclosure, and without declaring the entire secured
indebtedness due, and provided that if foreclosure sale is made because of
default of a part of the secured indebtedness, such sale may be made subject to
the continuing lien of this Mortgage for the unmatured part of the secured
indebtedness, and it is agreed that such sale pursuant to a partial foreclosure,
if so made, shall not in any manner affect the unmatured part of the secured
indebtedness, but as to such unmatured part this Mortgage and the lien thereof
shall remain in full force and effect just as though no foreclosure sale had
been made under the provisions of this section. Notwithstanding the filing of
any partial foreclosure or entry of a decree of sale therein, Mortgagee may
elect at any time prior to a foreclosure sale pursuant to such decree, to
discontinue such partial foreclosure and to accelerate the secured indebtedness
by reason of any

                                       31


uncured default or defaults upon which such partial foreclosure was predicated
or by reason of any other defaults, and proceed with full foreclosure
proceedings. It is further agreed that several foreclosure sales may be made
pursuant to partial foreclosures without exhausting the right of full or partial
foreclosure sale for any unmatured part of the secured indebtedness, it being
the purpose to provide for a partial foreclosure sale of the secured
indebtedness without exhausting the power to foreclose and to sell the Property
pursuant to any such partial foreclosure for any other part of the secured
indebtedness whether matured at the time or subsequently maturing, and without
exhausting any right of acceleration and full foreclosure.

     All advances, disbursements and expenditures made or incurred by Mortgagee
before and during a foreclosure, and before and after judgment of foreclosure,
and at any time prior to sale, and, where applicable, after sale, and during the
pendency of any related proceedings, for the following purposes, in addition to
those otherwise authorized by this Mortgage or by the Act (collectively
"Protective Advances"), shall have the benefit of all applicable provisions of
the Act, including those provisions of the Act hereinbelow referred to:

     (A)    all advances by Mortgagee in accordance with the terms of this
Mortgage to: (i) preserve, maintain, repair, restore or rebuild the improvements
upon the Property; (ii) preserve the lien of the Mortgage or the priority
thereof; or (iii) enforce this Mortgage, as referred to in Section 15-1302(b)(5)
of the Act;

     (B)    payments by Mortgagee of: (i) principal, interest or other
obligations in accordance with the terms of any senior mortgage or other prior
lien or encumbrance; (ii) real estate taxes and assessments, general and special
and all other taxes and assessments of any kind or nature whatsoever which are
assessed or imposed upon the Property or any part thereof; (iii) other
obligations authorized by this Mortgage; or (iv) with court approval, any other
amounts in connection with other liens, encumbrances or interests reasonably
necessary to preserve the status of title, as referred to in Section 15-1505 of
the Act;

     (C)    advances by Mortgagee in settlement or compromise of any claims
asserted by claimants under senior mortgages or any other prior liens;

     (D)    reasonable and actual attorneys' and paralegals' fees and other
costs incurred: (i) in connection with the foreclosure of this Mortgage as
referred to in Sections 15-1504(d)(2) and 15-1510 of the Act; (ii) in connection
with any action, suit or proceeding brought by or against Mortgagee for the
enforcement of this Mortgage or arising from the interest of Mortgagee
hereunder; or (iii) in preparation for or in connection with the commencement,
prosecution or defense of any other action related to the Mortgage or the
Property;

     (E)    Mortgagee's fees and costs, including reasonable and actual
attorneys' and paralegals' fees, arising between the entry of judgment of
foreclosure and the confirmation hearing as referred to in Section 15-1508(b)(1)
of the Act;

     (F)    expenses deductible from proceeds of sale as referred to in Sections
15-1512(a) and (b) of the Act; and

                                       32


     (G)    expenses incurred and expenditures made by Mortgagee for any one or
more of the following: (i) if the Property or any portion thereof constitutes
one or more units under a condominium declaration, assessments imposed upon the
unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold
estate under a lease or sublease, rentals or other payments required to be made
by the lessee under the terms of the lease or sublease; (iii) premiums for
casualty and liability insurance paid by Mortgagee whether or not Mortgagee or a
receiver is in possession, if reasonably required, in reasonable amounts, and
all renewals thereof, without regard to the limitation to maintaining of
existing insurance in effect at the time any receiver or mortgagee takes
possession of the Property imposed by of Section 15-1704(c)(1) of the Act; (iv)
repair or restoration of damage or destruction in excess of available insurance
proceeds or condemnation awards; (v) payments deemed by Mortgagee to be required
for the benefit of the Property or required to be made by the owner of the
Property under any grant or declaration of easement, easement agreement,
agreement with any adjoining land owners or instruments creating covenants or
restrictions for the benefit of or affecting the Property; (vi) shared or common
expense assessments payable to any association or corporation in which the owner
of the Property is a member in any way affecting the Property; (vii) if the loan
secured hereby is a construction loan, costs incurred by Mortgagee for
demolition, preparation for and completion of construction, as may be authorized
by the applicable commitment, loan agreement or other agreement; (viii) payments
required to be paid by Mortgagor or Mortgagee pursuant to any lease or other
agreement for occupancy of the Property; and (ix) if this Mortgage is insured,
payments of FHA or private mortgage insurance required to keep such insurance in
force.

     All Protective Advances shall be so much additional indebtedness secured by
this Mortgage, and shall become immediately due and payable without notice and
with interest thereon from the date of the advances until paid at the rate of
interest payable after default under the terms of the Note.

     This Mortgage shall be a lien for all Protective Advances as to subsequent
purchasers and judgment creditors from the time this Mortgage is recorded
pursuant to Section 15-1302(b)(5) of the Act.

     All Protective Advances shall, except to the extent, if any, that any of
the same is clearly contrary to or inconsistent with the provisions of the Act,
apply to and be included in:

            (1)    any determination of the amount of indebtedness secured by
     this Mortgage at any time;

            (2)    the indebtedness found due and owing to the Mortgagee in the
     judgment of foreclosure and any subsequent supplemental judgments, orders,
     adjudications or findings by the court of any additional indebtedness
     becoming due after such entry of judgment, it being agreed that in any
     foreclosure judgment, the court may reserve jurisdiction for such purpose;

            (3)    if right of redemption has not been waived by this Mortgage,
     computation of amounts required to redeem, pursuant to Sections
     15-1603(d)(2) and 15-1603(e) of the Act;

                                       33


            (4)    determination of amounts deductible from sale proceeds
     pursuant to Section 15-1512 of the Act;

            (5)    application of income in the hands of any receiver or
     mortgagee in possession; and

            (6)    computation of any deficiency judgment pursuant to Sections
15-1508(b)(2), 15-1508(e) and 15-1511 of the Act.

     3.05.  RESCISSION OF NOTICE OF DEFAULT. Mortgagee, from time to time before
any foreclosure sale, public sale or deed in lieu of foreclosure, may rescind
any such notice of breach or default and of election to cause the Property to be
sold by executing and delivering to Mortgagor a written notice of such
rescission, which notice, when recorded, shall also constitute a cancellation of
any prior declaration of default and demand for sale or such documents as may be
required by the laws of the state in which the Property is located to effect
such rescission. The exercise by Mortgagee of such right of rescission shall not
constitute a waiver of any breach or Event of Default then existing or
subsequently occurring, or impair the right of Mortgagee to execute and deliver
to Mortgagor, as above provided, other declarations of default and demand for
sale, and notices of breach or default, and of election to cause the Property to
be sold to satisfy the obligations hereof, nor otherwise affect any provision,
agreement, covenant or condition of the Related Agreements, the Note or of this
Mortgage or any of the rights, obligations or remedies of the parties
thereunder.

     3.06.  MORTGAGEE'S REMEDIES RESPECTING COLLATERAL. Mortgagee may realize
upon the Collateral, enforce and exercise all of Mortgagor's rights, powers,
privileges and remedies in respect of the Collateral, dispose of or otherwise
deal with the Collateral in such order as Mortgagee may in its discretion
determine, and exercise any and all other rights, powers, privileges and
remedies afforded to a secured party under the laws of the state in which the
Property is located as well as all other rights and remedies available at law or
in equity.

     3.07.  PROCEEDS OF SALES. The proceeds of any sale made under or by virtue
of this Article III, together with all other sums which then may be held by
Mortgagee under this Mortgage, whether under the provisions of this Article III
or otherwise, shall be applied as follows:

     (A)    To the payment of the costs, fees and expenses of sale and of any
judicial proceedings (including reasonable attorneys' and paralegals' fees and
costs, whether incurred before, during or after such proceedings, in any
appellate proceedings, before during or after sale of the Property or the
Collateral, or otherwise incurred) wherein the same may be made, including the
cost of evidence of title in connection with the sale, compensation to
Mortgagee, and to the payment of all expenses, liabilities and advances made or
incurred by Mortgagee under this Mortgage, together with interest on all
advances made by Mortgagee at the interest rate applicable under the Note, but
limited to any maximum rate permitted by law to be charged by Mortgagee;

     (B)    To the payment of any and all sums expended by Mortgagee under the
terms hereof, not then repaid, with accrued interest at the Default Rate set
forth in the Note, and all

                                       34


other sums (except advances of principal and interest thereon) required to be
paid by Mortgagor pursuant to any provisions of this Mortgage, or the Note, or
any note evidencing any Future Advance, or any of the Related Agreements,
including, without limitation, all expenses, liabilities and advances made or
incurred by Mortgagee under this Mortgage or in connection with the enforcement
thereof, together with interest thereon as herein provided; and

     (C)    To the payment of the entire amount then due, owing or unpaid for
principal and interest upon the Note, any notes evidencing any Future Advance,
and any other obligation secured hereby, with interest on the unpaid principal
at the rate set forth therein from the date of advancement thereof until the
same is paid in full; and then

     (D)    The remainder, if any, to the person or persons, including
Mortgagor, legally entitled thereto.

     3.08.  CONDEMNATION AND INSURANCE PROCEEDS. All Condemnation Proceeds,
Insurance Proceeds and any interest earned thereon shall be paid over either by
the condemning authority, insurance company or escrow agent to Mortgagee and
shall be applied first toward reimbursement of the costs and expenses of
Mortgagee (including reasonable attorneys' and paralegals' fees), if any, in
connection with the recovery of such Proceeds, and then shall be applied in the
sole and absolute discretion of Mortgagee and without regard to the adequacy of
its security under this Mortgage (A) to the payment or prepayment of all or any
portion of the Note including the Prepayment Premium described in the Note; (B)
to the reimbursement of expenses incurred by Mortgagee in connection with the
restoration of the Property or Collateral; or (C) to the performance of any of
the covenants contained in this Mortgage as Mortgagee may determine. Any
prepayment of the Note or portion thereof pursuant to Mortgagee's election under
this Section shall be subject to the Prepayment Premium described in the Note.
Upon any Event of Default by Mortgagor under this Mortgage, all right, title and
interest of Mortgagor in and to all any and all insurance policies then in
force, including any and all unearned premiums and existing claims, will inure
to Mortgagee, which, at its sole option, and as attorney-in-fact for Mortgagor,
may then make, settle and give binding acquittances for claims under all such
policies, and may assign and transfer such policies or cancel or surrender them,
applying any unearned premium in such manner as Mortgagee may elect. The
foregoing appointment of Mortgagee as attorney-in-fact for Mortgagor is coupled
with an interest, and is irrevocable.

                                       35


     3.09.  WAIVER OF MARSHALLING, RIGHTS OF REDEMPTION, HOMESTEAD AND
VALUATION.

     (A)    Mortgagor, for itself and for all persons hereafter claiming through
or under it or who may at any time hereafter become holders of liens junior to
the lien of this Mortgage, hereby expressly waives and releases all rights to
direct the order in which any of the Property or Collateral shall be sold in the
event of any sale or sales pursuant hereto and to have any of the Property
and/or any other property now or hereafter constituting security for any of the
indebtedness secured hereby marshalled upon any foreclosure of this Mortgage or
of any other security for any of said indebtedness.

     (B)    To the fullest extent permitted by law, Mortgagor, for itself and
all who may at any time claim through or under it, hereby expressly waives,
releases and renounces all rights of redemption from any foreclosure sale, all
rights of homestead, exception, monitoring reinstatements, forbearance,
appraisement, valuation, stay and all rights under any other laws which may be
enacted extending the time for or otherwise affecting enforcement or collection
of the Note, the debt evidenced thereby, or this Mortgage. The foregoing waiver
of right of redemption shall be deemed to have been made pursuant to Paragraph
15-1601 of the Act; Mortgagor hereby acknowledging that the Property does not
constitute agricultural real estate, as said term is defined in Section 15-1201
of the Act or residential real estate as defined in Section 15-1219 of the Act.

     3.10.  REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy herein or by law or
equity provided, but each shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute. No delay or omission of Mortgagee to exercise any right or power
accruing upon any Event of Default shall impair any right or power or shall be
construed to be a waiver of any Event of Default or any acquiescence therein.
Every power and remedy given by this Mortgage to Mortgagee may be exercised
separately, successively or concurrently from time to time as often as may be
deemed expedient by Mortgagee. If there exists additional security for the
performance of the obligations secured hereby, Mortgagee, at its sole option,
and without limiting or affecting any of its rights or remedies hereunder, may
exercise any of the rights and remedies to which it may be entitled hereunder
either concurrently with whatever rights and remedies it may have in connection
with such other security or in such order as it may determine. Any application
of any amounts or any portion thereof held by Mortgagee at any time as
additional security or otherwise, to any indebtedness secured hereby shall not
extend or postpone the due dates of any payments due from Mortgagor to Mortgagee
hereunder or under the Note, any Future Advance, or under any of the Related
Agreements, or change the amounts of any such payments or otherwise be construed
to cure or waive any default or notice of default hereunder or invalidate any
act done pursuant to any such default or notice.

     3.11.  NONRECOURSE. Except as otherwise set forth in this Section, and
subject to Section 3.12 hereof, Mortgagee's recourse under this Mortgage, the
Note and the Related Agreements shall be limited to and satisfied from the
Property and the proceeds thereof, the rents and all other income arising
therefrom during and after the month in which an Event of Default has occurred,
the other assets of Mortgagor arising out of the Property which are given as
collateral for the Note, and any other collateral given in writing to Mortgagee
as security for repayment of

                                       36


the Note (all of the foregoing are collectively referred to as the "Loan
Collateral"). Notwithstanding the preceding sentence:

     (A)    Mortgagee may, in accordance with the terms of this Mortgage, the
Note or any Related Agreement: (1) foreclose the lien of this Mortgage; (2) take
appropriate action to enforce this Mortgage, the Note and the Related Agreements
to realize upon and/or protect the Loan Collateral; (3) name Mortgagor as a
party defendant in any action brought under this Mortgage, the Note or the
Related Agreements so long as the exercise of any remedy is limited to the Loan
Collateral; (4) pursue all of its rights and remedies against any guarantor or
surety or master tenant whether or not a partner, member or other owner of
Mortgagor; and (5) pursue all of its rights and remedies against Mortgagor and
the indemnitors under that certain Environmental Indemnity Agreement of even
date herewith and that certain Terrorism Insurance Indemnity Agreement of even
date herewith;

     (B)    Mortgagee may seek damages or other monetary relief, to the extent
of actual monetary loss, or any other remedy at law or in equity against
Mortgagor, and the indemnitors/guarantors, if any, under any nonrecourse
exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in
connection with: (1) the failure of Mortgagor to pay to Mortgagee, upon demand,
all rents, issues and profits of the Property to which Mortgagee is entitled
pursuant to this Mortgage, the Note or the Related Agreements following an Event
of Default; (2) any waste of the Property or any willful act or omission by
Mortgagor which damages or materially reduces the value of the Property; (3) the
distribution of rents, issues and profits from the Property prior to the payment
of operating expenses or the provision for reserves, if any, to be made pursuant
to this Mortgage, the Note or the Related Agreement prior to any other
expenditure or distribution by Mortgagor; (4) the failure to account for and to
turn over security deposits (and interest required by law or agreement to be
paid thereon) or prepaid rents following the occurrence of an Event of Default
under this Mortgage, the Note or any Related Agreements; (5) the failure to
timely pay all real estate taxes or any regular or special assessments affecting
the Property; (6) the failure to account for and to turn over real estate tax
accruals following the occurrence of an Event of Default under this Mortgage,
the Note or any Related Agreements; (7) the failure to maintain casualty and
liability insurance as required under the Note or the Related Agreements or to
apply insurance proceeds or condemnation awards relating to the Property or
other collateral in the manner required under applicable provisions of this
Mortgage, the Note or any Related Agreements; (8) any modification, termination
or cancellation of any lease of all or any portion of the Property without
Mortgagee's prior written consent, if and to the extent such consent is required
under the Note or the Related Agreements and if and to the extent such
modification, termination or cancellation has a material adverse affect on the
value of the Property; (9) a default by Mortgagor under any lease of all or any
portion of the Property; or (10) costs and expenses, including, without
limitation, attorneys' and paralegals' fees and transfer taxes, incurred by
Mortgagee in connection with the enforcement of this Mortgage, the Note or the
Related Agreements or in connection with a deed-in-lieu of foreclosure if the
Event of Default giving rise to the enforcement action is one described in
subsections (B) or (C) as an exception to the nonrecourse provisions, or if the
Mortgagor or any principal of Mortgagor objects to any actions taken by
Mortgagee to exercise its remedies under this Mortgage, the Note or the Related
Agreements; Mortgagor or principal of Mortgagor commences any lawsuit to enjoin
or delay a foreclosure of the Property by Mortgagee, or raises defenses or
counterclaims to a foreclosure action; Mortgagor applies for the appointment of
a

                                       37


receiver, trustee or liquidator for it or for any of its property, or, as a
debtor, files a voluntary petition in bankruptcy, or petition or answer seeking
reorganization or an arrangement with creditors or takes advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or makes a general assignment for the benefit of
creditors; or in the event any bankruptcy or reorganization proceedings
(voluntary or involuntary), the Mortgagor or any principal of Mortgagor opposes
any motion by Mortgagee for relief from the Automatic Stay; and

     (C)    Mortgagor, any general partners of Mortgagor and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by the Note and performance of all other obligations of
Mortgagor under this Mortgage, the Note and Related Agreements upon the
occurrence of any: (i) fraud or willful misrepresentation of a material fact by
Mortgagor, any general partners of Mortgagor, or Nonrecourse Indemnitor(s), if
any, in connection with this Mortgage, the Note, the Related Agreements or any
request for any action or consent by Mortgagee; (ii) a Transfer of any interest
in Mortgagor or all or any portion of the Property or any interest therein in
violation of the terms of this Mortgage, the Note or the Related Agreements; or
(iii) the incurrence by Mortgagor of any indebtedness in violation of the terms
of this Mortgage, the Note or Related Agreements (whether secured or unsecured,
direct or contingent), other than unsecured debt or routine trade payables
incurred in the ordinary course of business in connection with the operation of
the Property.

     In addition, Mortgagor, any general partners of Mortgagor and the
Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses
incurred by Mortgagee in connection with the collection of any amounts for which
Mortgagor, its general partners, if any, and the Nonrecourse Indemnitors, if
any, are personally liable under this Section 3.11, including attorneys' and
paralegals' fees and expenses, court costs, filing fees and all other costs and
expenses incurred in connection therewith.

     3.12.  EVASION OF PREPAYMENT PREMIUM. Mortgagor agrees that in the event
Mortgagee exercises its right to accelerate the maturity date of the Note
following an Event of Default, a tender of payment of an amount necessary to
satisfy the entire indebtedness evidenced by the Note, but without including the
Prepayment Premium described in the Note, made at any time prior to foreclosure
sale either by Mortgagor, its successors and assigns or by anyone on behalf of
Mortgagor, shall be deemed to constitute an evasion of the prepayment provisions
of the Note and such payment shall therefore be deemed to be a prepayment under
the Note, and to the extent permitted by law, shall include the Prepayment
Premium described in the Note.

                                   ARTICLE IV

                                  MISCELLANEOUS

     4.01.  SEVERABILITY. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Mortgage, but this Mortgage shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein, but only to the extent that it is invalid, illegal or
unenforceable.

                                       38


     4.02.  CERTAIN CHARGES AND BROKERAGE FEES.

     (A)    Mortgagor agrees to pay Mortgagee its standard charge (or if there
is no standard charge, then Mortgagor shall reimburse Mortgagee for its
reasonable expenses) for each written statement requested of Mortgagee as to the
obligations secured hereby, furnished at Mortgagor's request. Mortgagor further
agrees to pay the charges of Mortgagee for any other service rendered Mortgagor,
or on its behalf, connected with this Mortgage or the indebtedness secured
hereby, including, without limitation, the delivery to an escrow holder of a
request for full or partial release or satisfaction of this Mortgage,
transmittal to an escrow holder of moneys secured hereby, changing its records
pertaining to this Mortgage and indebtedness secured hereby to show a new owner
of the Property, and replacing an existing policy of insurance held hereunder
with another such policy.

     (B)    Mortgagor agrees to indemnify and hold Mortgagee harmless from any
responsibility and/or liability for the payment of any commission charge or
brokerage fees to anyone which may be payable in connection with the funding of
the loan evidenced by the Note and this Mortgage or refinancing of any prior
indebtedness, if applicable, based upon any action taken by Mortgagor. It is
understood that any such commission charge or brokerage fees shall be paid
directly by Mortgagor to the entitled parties.

     4.03.  NOTICES.

     (A)    All notices expressly provided hereunder to be given by Mortgagee to
Mortgagor and all notices, demands and other communications of any kind or
nature whatever which Mortgagor may be required or may desire to give to or
serve on Mortgagee shall be in writing and shall be (1) hand-delivered,
effective upon receipt, (2) sent by United States Express Mail or by private
overnight courier, effective upon receipt, or (3) served by certified mail, to
the appropriate address set forth below, or at such other place as Mortgagor or
Mortgagee, as the case may be, may from time to time designate in writing by ten
(10) days prior written notice thereof. Any such notice or demand served by
certified mail, return receipt requested, shall be deposited in the United
States mail, with postage thereon fully prepaid and addressed to the party so to
be served at its address stated below or at such other address of which said
party shall have theretofore notified in writing, as provided above, the party
giving such notice. Service of any such notice or demand so made shall be deemed
effective on the day of actual delivery as shown by the addressee's return
receipt or the expiration of three (3) business days after the date of mailing,
whichever is the earlier in time. Any notice required to be given by Mortgagee
shall be equally effective if given by Mortgagee's agent, if any.

                                       39


     (B)    Mortgagor hereby requests that any notice, demand, request or other
communication (including any notice of an Event of Default and notice of sale as
may be required by law) desired to be given or required pursuant to the terms
hereof be addressed to Mortgagor as follows:

            Inland Southeast Darien, L.L.C.
            2901 Butterfield Road
            Oakbrook, Illinois 60523
            Attention:    Roberta Matlin

     With a copy to:

            The Inland Real Estate Group, Inc.
            2901 Butterfield Road
            Oakbrook, Illinois 60523
            Attention:    General Counsel

     All notices and other communications to Mortgagee shall be addressed as
follows:

            c/o Allstate Investments, LLC
            Allstate Plaza South, Suite G5C
            3075 Sanders Road
            Northbrook, Illinois 60062
            Attention:    Commercial Mortgage Division
                          Servicing Manager

     With a copy to:

            Allstate Life Insurance Company
            Investment Law Division
            Allstate Plaza South, Suite G5A
            3075 Sanders Road
            Northbrook, Illinois 60062

     By acceptance of this Mortgage, Mortgagee collectively represent and
warrant to Mortgagor that they have appointed Allstate Investments, LLC as their
agent, investment advisor and manager of their investment assets, including this
Loan. Notwithstanding any contrary term or provision in this Mortgage or in any
Related Agreement, and until Mortgagor receives written notice signed by
Allstate Investments, LLC, (i) Mortgagor will communicate only to Allstate
Investments, LLC with respect to any and all notices, consents, approvals,
requests, modifications and agreements required or otherwise relating to this
Mortgage or the Loan (collectively, "Approvals and Requests") and Allstate
Investments, LLC shall communicate and act on behalf of Mortgagee with respect
to all Approvals and Requests, and (ii) Mortgagor shall be entitled to rely on
any communications from or actions by Allstate Investments, LLC with respect to
Mortgagee and all Approvals and Requests made by Allstate Investments, LLC shall
be deemed to be made by and binding upon Mortgagee. In the event Allstate
Investments, LLC ceases to be the agent, investment advisor and investment
manager for one or more of the

                                       40


companies comprising Mortgagee, Mortgagee collectively agree that they shall
appoint another agent or shall designate one of the companies comprising
Mortgagee to communicate and act on behalf of Mortgagee. Additionally, Mortgagee
collectively represent and warrant that: (i) there will always be one loan
servicer in connection with the Loan; (ii) Mortgagor shall be consistently
directed to make all payments due under the Notes to a single loan servicer;
(iii) Mortgagor shall have no responsibility for allocating any such payments
among the holders of the Notes. The Notes shall be pari passu and interests of
each entity comprising Mortgagee in and to the Related Agreements and all Loan
Collateral shall be co-equal without any preference or priority over the
interests of any other entity comprising Mortgagee.

     4.04.  MORTGAGOR NOT RELEASED; CERTAIN MORTGAGEE ACTS.

     (A)    Extension of the time for payment or modification of the terms of
payment of any sums secured by this Mortgage granted by Mortgagee to any
successor in interest of Mortgagor shall not operate to release, in any manner,
the liability of Mortgagor. Mortgagee shall not be required to: commence
proceedings against such successor or refuse to extend time for payment or
otherwise modify the terms of payment of the sums secured by this Mortgage, by
reason of any demand made by Mortgagor. Without affecting the liability of any
person, including Mortgagor, but subject to the terms and provisions of Section
3.11, for the payment of any indebtedness secured hereby, or the legal operation
and effect of this Mortgage on the remainder of the Property for the full amount
of any such indebtedness and liability unpaid, Mortgagee is empowered as
follows: Mortgagee may from time to time and without notice (1) release any
person liable for the payment of any of the indebtedness; (2) extend the time or
otherwise alter the terms of payment of any of the indebtedness; (3) accept
additional real or personal property of any kind as security therefor, whether
evidenced by deeds of trust, mortgages, security agreements or any other
instruments of security; or (4) alter, substitute or release any property
securing the indebtedness.

     (B)    Mortgagee may at its sole option and without any duty to do so, at
any time, and from time to time, (1) consent to the making of any map or plan of
the Property or any part thereof; (2) join in granting any easement or creating
any restriction thereon; (3) join in any subordination or other agreement
affecting this Mortgage or the legal operation and effect or charge hereof; or
(4) release or reconvey, without any warranty, all or part of the Property from
the lien of this Mortgage.

     4.05.  INSPECTION. Upon reasonable prior notice and subject to the rights
of tenants under the Leases, Mortgagee may at any reasonable time make or cause
to be made entry upon and make inspections, reappraisals, surveys, construction
and environmental testing of the Property or any part thereof in person or by
agent, and if Mortgagee has a reasonable basis to believe that Mortgagor is in
breach of any covenant of this Mortgage in regard to the Property, the cost of
any such inspection shall be borne by the Mortgagor.

                                       41


     4.06.  RELEASE OR RECONVEYANCE OR CANCELLATION. Upon the payment in full of
all sums secured by this Mortgage, Mortgagee shall cancel and release this
Mortgage and shall surrender this Mortgage and all notes evidencing indebtedness
secured by this Mortgage to Mortgagor. Upon payment of its fees and any other
sums owing to it under this Mortgage, Mortgagee shall release this Mortgage or
reconvey the Property without warranty to the person or persons legally entitled
thereto. The duly recorded release or reconveyance of the Property shall
constitute a reassignment of the Leases by the Mortgagee to the Mortgagor. Such
person or persons shall pay all fees of Mortgagee and costs of recordation, if
any. The recitals in such release or reconveyance of any matters or facts shall
be conclusive proof of the truthfulness thereof.

     4.07.  STATUTE OF LIMITATIONS. Mortgagor hereby expressly waives and
releases to the fullest extent permitted by law, the pleading of any statute of
limitations as a defense to any and all obligations secured by this Mortgage.

     4.08.  INTERPRETATION. Wherever used in this Mortgage, unless the context
otherwise indicates a contrary intent, or unless otherwise specifically provided
herein, the word "Mortgagor" shall mean and include both Mortgagor and any
subsequent owner or owners of the Property, and the word "Mortgagee" shall mean
and include not only the original Mortgagee hereunder but also any future owner
and holder, including pledgees, of the Note or other obligations secured hereby.
In this Mortgage, the Note and the Related Agreements, whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and the
neuter includes the feminine and/or masculine, and the singular number includes
the plural. In this Mortgage, the Note and the Related Agreements, the use of
the word "including" shall not be deemed to limit the generality of the term or
clause to which it has reference, whether or not non-limiting language (such as
"without limitation," or "but not limited to," or words of similar import) is
used with reference thereto.

     4.09.  CAPTIONS. The captions and headings of the Articles and Sections of
this Mortgage, the Note and the Related Agreements are for convenience only and
are not to be used to interpret, define or limit the provisions hereof.

     4.10.  CONSENT. The granting or withholding of consent by Mortgagee to any
transaction as required by the terms hereof shall not be deemed a waiver of the
right to require consent to future or successive transactions. Mortgagor
covenants and agrees to reimburse Mortgagee promptly on demand for all legal and
other expenses incurred by Mortgagee or its servicing agent in connection with
all requests by Mortgagor for consent or approval under this Mortgage.

     4.11.  DELEGATION TO SUBAGENTS. Wherever a power of attorney is conferred
upon Mortgagee hereunder or under the Related Agreements, it is understood and
agreed that such power is conferred with full power of substitution, and
Mortgagee may elect in its sole discretion to exercise such power itself or to
delegate such power, or any part thereof, to one or more subagents and such
power shall be deemed to be coupled with an interest and irrevocable so long as
this Mortgage has not been cancelled.

     4.12.  SUCCESSORS AND ASSIGNS. All of the grants, obligations, covenants,
agreements, terms, provisions and conditions herein shall run with the land and
shall apply to, bind and inure to the benefit of, the heirs, administrators,
executors, legal representatives, successors and

                                       42


assigns of Mortgagor (but this shall not permit any assignment prohibited
hereby) and the endorsees, transferees, successors and assigns of Mortgagee. In
the event Mortgagor is composed of more than one party, the obligations,
covenants, agreements, and warranties contained herein and in the Related
Agreements as well as the obligations arising therefrom are and shall be joint
and several as to each such party.

     4.13.  GOVERNING LAW. THIS MORTGAGE IS INTENDED TO BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
MORTGAGOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY.

     4.14.  CHANGES IN TAXATION. If, after the date of this Mortgage, any law is
passed by the state in which the Property is located or by any other governing
entity, imposing upon Mortgagee any tax against the Property, or changing in any
way the laws for the taxation of mortgages or deeds of trust or debts secured by
mortgages or deeds of trust so that an additional or substitute tax is imposed
on Mortgagee or the holder of the Note, Mortgagor shall reimburse Mortgagee for
the amount of such taxes immediately upon receipt of written notice from
Mortgagee. Provided, however, that such requirement of payment shall be
ineffective if Mortgagor is permitted by law to pay the whole of such tax in
addition to all other payments required hereunder, without any penalty or charge
thereby accruing to Mortgagee and if Mortgagor in fact pays such tax prior to
the date upon which payment is required by such notice.

     4.15.  MAXIMUM INTEREST RATE. No provision of this Mortgage or of the Note
or of any note evidencing a Future Advance shall require the payment or permit
the collection of interest in excess of the maximum non-usurious rate permitted
by applicable law. In the event such interest does exceed the maximum legal
rate, it shall be canceled automatically to the extent that such interest
exceeds the maximum legal rate and if theretofore paid, credited on the
principal amount of the Note or, if the Note has been prepaid, then such excess
shall be rebated to Mortgagor. It is the intent of Mortgagor and Mortgagee that
the interest rate charged under the Note, this Mortgage, any note representing
any Future Advance and any of the Related Agreements shall comply with all
applicable law and not exceed the maximum rate allowed by law.

     4.16.  TIME OF ESSENCE. Time is of the essence of the obligations of
Mortgagor in this Mortgage and the Related Agreements and each and every term,
covenant and condition made herein by or applicable to Mortgagor.

     4.17.  REPRODUCTION OF DOCUMENTS. This Mortgage and all documents relating
thereto, specifically excluding the Note but including, without limitation,
consents, waivers and modifications which may hereafter be executed, financial
and operating statements, certificates and other information previously or
hereafter furnished to Mortgagee, may be reproduced by Mortgagee by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process and Mortgagee may destroy any original document ("Master")
so reproduced, Mortgagor agrees and stipulates that any such reproduction is an
original and shall be admissible in evidence as the Master in any judicial or
administrative proceeding (whether or not the Master is in existence and whether
or not such reproduction was made or preserved by Mortgagee in the regular
course of business) and any enlargement, facsimile or further reproduction of
such a reproduction shall be no less admissible.

                                       43


     4.18.  NO ORAL MODIFICATIONS. This Mortgage may not be amended or modified
orally, but only by an agreement in writing signed by the party against whom
enforcement of any amendment or modification is sought.

     4.19.  COMPLIANCE WITH ILLINOIS MORTGAGE FORECLOSURE LAW.

     (A)    In the event that any provisions in this Mortgage shall be
inconsistent with any provision of the Act, the provisions of the Act shall take
precedence over the provisions of this Mortgage, but shall not invalidate or
render unenforceable any other provision of this Mortgage that can be construed
in a manner consistent with Act.

     (B)    If any provision of this Mortgage shall grant to Mortgagee any
rights or remedies upon default of the Mortgagor which are more limited than the
rights that would otherwise be vested in Mortgagee under the Act in the absence
of said provision, Mortgagee shall be vested with the rights granted in the Act
to the full extent permitted by law.

     (C)    Without limiting the generality of the foregoing, all expenses
incurred by Mortgagee to the extent reimbursable under Sections 15-1510 and
15-1512 of the Act, whether incurred before or after any decree or judgment of
foreclosure, and whether enumerated in Article III of this Mortgage, shall be
added to the indebtedness secured by this Mortgage or by the judgment of
foreclosure.

                                       44


     4.20.  FURTHER ASSURANCES. Mortgagor, from time to time, will execute,
acknowledge, subscribe and deliver to or at the direction of Mortgagee such
documents and further assurances as Mortgagee may reasonably require for the
purpose of evidencing, perfecting or confirming the lien and security interest
created by this Mortgage or the security to be afforded by the Related
Agreements, or both. Without limiting the foregoing and notwithstanding anything
in this Mortgage or the Related Agreements to the contrary, Mortgagor will
defend, indemnify and hold Mortgagee harmless with respect to any suit or
proceeding in which the validity, enforceability or priority of any such lien or
security interest, or both, is endangered or contested, directly or indirectly.
If Mortgagor fails to undertake the defense of any such claim in a timely
manner, or, in Mortgagee's sole determination, fails to prosecute such defense
with due diligence, then Mortgagee is authorized to take, at the sole expense of
Mortgagor, all necessary and proper action in defense of any such claim,
including, without limitation, the retention of legal counsel, the prosecution
or defense of litigation and the compromise or discharge of claims, including
payment of all costs and reasonable attorneys' and paralegals' fees. All costs,
expenses and losses, if any, so incurred by Mortgagee, including all reasonable
attorneys' and paralegals' fees, regardless of whether suit is brought, for all
administrative, trial and appellate proceedings, if any, will constitute
advances by Mortgagee as provided herein.

                               *   *   *   *   *

                            [Signature Page Follows]

                                       45


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Mortgage as of the day and year first hereinabove written.


                                       MORTGAGOR AND "DEBTOR"

                                       INLAND SOUTHEAST DARIEN, L.L.C.,
                                       a Delaware limited liability company

                                       By: INLAND WESTERN RETAIL REAL ESTATE
                                           TRUST, INC., a Maryland corporation,
                                           Its sole member

                                           By: /s/ Valerie Medina
                                              ----------------------------
                                           Its: Asst. Secretary
                                               ---------------------------

                                       46


STATE OF Illinois  )
                   ) SS.
COUNTY OF DuPage   )


     I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Valerie Medina, the Ass't Sec of INLAND
WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, the sole
member of INLAND SOUTHEAST DARIEN, L.L.C., a Delaware limited liability
company, personally known to me to be the same person whose name is
subscribed to the foregoing instrument, appeared before me this day in person
and acknowledged that as such officer he/she signed and delivered the said
instrument as his/her free and voluntary act and deed and as the free and
voluntary act and deed of said entities, for the uses and purposes therein
set forth.

     GIVEN under my hand and notarial seal this 18th day of Dec., 2003.

(SEAL)

                                                       /s/ Nancy C Phillips
                                                       -----------------------
                                                            Notary Public

My commission expires:


- ---------------------------

                                                     OFFICE SEAL
                                                  NANCY C PHILLIPS
                                          NOTARY PUBLIC, STATE OF ILLINOIS
                                           MY COMMISSION EXPIRES: 06/30/04



                                    EXHIBIT A

                             (Property Description)

PARCEL 1:

LOTS 2, 9 AND 10 IN DARIEN TOWNE CENTRE, BEING A SUBDIVISION OF PART OF THE
SOUTHEAST 1/4 OF SECTION 29, TOWNSHIP 38 NORTH, RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN ACCORDING TO THE PLAT THEREOF RECORDED AUGUST 17, 1993 AS
DOCUMENT R93-183593, IN DUPAGE COUNTY, ILLINOIS.

PARCEL 2:

A NON-EXCLUSIVE EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY THE
DECLARATION DATED AUGUST 5, 1993 AND RECORDED AUGUST 17, 1993 AS DOCUMENT
R93-183596 BY AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE
UNDER TRUST NUMBER JUNE 4, 1991 AND KNOWN AS TRUST NUMBER 113974-03 AND WAL-MART
STORES, INC. FOR THE PURPOSE OF INGRESS AND EGRESS, UTILITIES, SIGNAGE AND STORM
WATER RETENTION.

PARCEL 3:

AN EASEMENT FOR THE BENEFIT OF LOT 2 OF PARCEL 1 AS CREATED BY THE PLAT OF
DARIEN TOWNE CENTRE RECORDED AUGUST 17, 1993 AS DOCUMENT R93-183593 FOR THE
PURPOSE OF CONSTRUCTING, INSTALLING, MAINTAINING, REPAIRING AND REPLACING A SIGN
ON THE NORTH 25 FEET OF THE EAST 25 FEET OF LOT 8 IN DARIEN TOWNE CENTRE, BEING
A SUBDIVISION OF PART OF THE SOUTHEAST 1/4 OF SECTION 29, TOWNSHIP 38 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN IN DUPAGE COUNTY, ILLINOIS.

P.I.N.: 09-29-400-019; 09-29-400-026; 09-29-400-027

Address:  2189 75th Street, Darien, Illinois 60561

                                       A-1


                                    EXHIBIT B

                                (Fixture Filing)

     Pursuant to the security agreement contained in this Mortgage ("Security
Agreement") and the appropriate Uniform Commercial Code ("UCC") sections in the
State in which the Fixtures are located, as amended and recodified from time to
time, this Mortgage shall constitute a Fixture Filing.

     1.     DESCRIPTION OF FIXTURES. "Fixtures" shall include all articles of
personal property now or hereafter attached to, placed upon for an indefinite
term or used in connection with said real property, appurtenances and
improvements together with all goods and other property which are or at any time
become so related to the Property that an interest in them arises under real
estate law.

     2.     DESCRIPTION OF COLLATERAL. The Collateral, as defined in the
Security Agreement, includes, without limitation, the following items and types
of Collateral as well as certain other items and types of Collateral:

     All equipment, fixtures, goods, inventory and all present and future
accessions and products thereof and thereto as defined in the UCC, now or at any
time acquired, used, or to be used for or in connection with the construction,
use or enjoyment of the Property by Mortgagor, whether in the possession of
Mortgagor, warehousemen, bailees or any other person and whether located at the
Property or elsewhere, including without limitation:

     (A)    all building, maintenance or service equipment; building,
maintenance or raw materials or supplies; component parts or work in process;
appliances; furnishings; machinery; and tools; and

     (B)    all goods and property covered by any warehouse receipts, bills of
lading and other documents evidencing any goods or other tangible personal
property of any kind (including any Collateral) in which Mortgagor now or at any
time hereafter has any interest in connection with any or all of the Property or
Collateral; and

     (C)    any and all products of any accessions to any such Collateral which
may exist at any time.

     Part of the above described goods are or are to become Fixtures on the
Property. As used in this Exhibit to qualify the scope of Mortgagee's security
interest in any of the Collateral, the phrase "in connection with any or all of
the Property or Collateral" shall be used in its broadest and most comprehensive
sense and shall include without limitation property used or acquired (or to be
used or acquired) in connection with the improvement, development, construction,
repair or remodeling of any or all of the Property, property arising from or in
connection with the operation, use, maintenance, occupancy, sale, lease or
disposition of any or all of the Property or Collateral, property used or
acquired (or to be used or acquired) in connection with Mortgagor's performance
of any of its obligations to Mortgagee, and property acquired with any loan
proceeds. If any property is used (or to be used) for multiple or different
purposes, and one such purpose relates to any aspect of the Property or
collateral, such property shall constitute

                                       B-1


Collateral hereunder, unless Mortgagee shall release such property from this
Fixture Filing and Mortgagee's security interest in a duly executed written
instrument.

     3.     RELATION OF FIXTURE FILING TO MORTGAGE. Some or all of the
Collateral described in Section 2 above may be or become Fixtures in which
Mortgagee has a security interest under the Security Agreement. However, nothing
herein shall be deemed to create any lien or interest in favor of Mortgagee
under this Mortgage in any such Collateral which is not a fixture, and the
purpose of this Exhibit B is to create a fixture filing under the appropriate
Uniform Commercial Code sections in the State in which the Fixtures are located,
as amended or recodified from time to time. the rights, remedies and interests
of Mortgagee under this Mortgage are independent and cumulative, and there shall
be no merger of any lien hereunder with any security interest created by the
Security Agreement. Mortgagee may elect to exercise or enforce any of its
rights, remedies, or interests under this Mortgage as Mortgagee may from time to
time deem appropriate.

            4.     NAME AND ADDRESS OF MORTGAGEE:

                   Allstate Life Insurance Company and
                   Allstate Insurance Company
                   Allstate Plaza South, Suite G5C
                   3075 Sanders Road
                   Northbrook, Illinois 60062
                   Attention:    Commercial Mortgage Division
                                 Servicing Manager

     5.     OTHER FIXTURE FINANCING AND REMOVAL OF FIXTURES. (A) Mortgagee has
not consented to any other security interest of any other person in any Fixtures
and has not disclaimed any interest in any Fixtures; and (B) Mortgagee has not
agreed or consented to the removal of any Fixtures from the Property, and any
such consent by Mortgagor shall not be binding on Mortgagee. Mortgagee reserves
the right to prohibit the removal of any Fixtures by any person with the legal
right to remove any Fixtures from the Property unless and until such person
makes arrangements with (and satisfactory to) Mortgagee for the payment to
Mortgagee of all costs of repairing any physical injury to the Property which
may be caused by the removal of such Fixtures. Any such payment shall be made
directly to Mortgagee at its request, and Mortgagee may hold such payment as
additional collateral under this Mortgage. Failure by Mortgagor to cause the
delivery to Mortgagee of any such payment shall constitute both: (1) waste under
(and breach of) this Mortgage; and (2) conversion of Collateral under (and a
breach of) the Security Agreement.

                                       B-2


                                    EXHIBIT C

                             (Permitted Exceptions)

1.   General real estate taxes for the year 2003 and each year thereafter not
     yet due and payable.

2.   DECLARATION OF RESTRICTIONS AND GRANT OF EASEMENTS BY AMERICAN NATIONAL
     BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST AGREEMENT DATED
     JUNE 4, 1991 AND KNOWN AS TRUST NUMBER 113974-03 AND BY WAL-MART STORES,
     INC. DATED AUGUST 5, 1993 AS DOCUMENT R93-183596

3.   MODIFICATION TO DECLARATION RECORDED SEPTEMBER 9, 1994 AS DOCUMENT
     R94-186274 AND RE-RECORDED OCTOBER 31, 1994 AS DOCUMENT R94-213935.

4.   NOTE SET FORTH IN THE CERTIFICATE ON THE PLAT OF DARIEN TOWNE CENTRE
     RECORDED AUGUST 17, 1993 AS DOCUMENT R93-183593 AS FOLLOWS: LOT 10 SHALL BE
     OWNED BY THE OWNER OF LOT 2 AND SAID OWNER OF LOT 10 AND LOT 2 SHALL BE
     RESPONSIBLE FOR THE MAINTENANCE AND PRESERVATION OF THE WETLANDS AREA,
     DRAINAGE AREAS AND THE DETENTION FACILITIES THEREON, INCLUDING, BUT NOT
     LIMITED TO, ALL STORM WATER IMPROVEMENTS AND APPURTENANCES, AERATOR
     EQUIPMENT, WETLAND PLANTINGS, GRADING AND FUNCTIONALITY OF THE DETENTION
     FACILITY AND SECURITY FENCING.(AFFECTS LOTS 2 AND 10)

5.   BUILDING LINE AS SHOWN ON THE PLAT OF DARIEN TOWNE CENTRE, AFORESAID, AS
     FOLLOWS: 50 FEET ALONG THE NORTH LINE OF LOT 2 and 50 FEET ALONG THE NORTH
     AND 10 FEET ALONG THE SOUTH AND WEST LINE OF LOT 9

6.   PARKING SETBACK LINE AS SHOWN ON THE PLAT OF DARIEN TOWNE CENTRE,
     AFORESAID, AS FOLLOWS: 30 FEET ALONG THE NORTH LINE OF LOT 2 and 30 FEET
     ALONG THE NORTH LINE OF LOT 9

7.   STORM SEWER EASEMENT, AS SHOWN ON THE PLAT AND SET FORTH IN THE CERTIFICATE
     ON THE PLAT OF DARIEN TOWNE CENTRE, AFORESAID, AS FOLLOWS: 10 FEET IN WIDTH
     ON VARIOUS PORTIONS OF LOT 2; and 10 FEET IN WIDTH IN VARIOUS PORTIONS OF
     LOT 10

8.   SANITARY SEWER EASEMENT, AS SHOWN ON THE PLAT AND SET FORTH IN THE
     CERTIFICATE ON THE PLAT OF DARIEN TOWNE CENTRE, AFORESAID, AS FOLLOWS: 20
     FEET IN WIDTH IN VARIOUS LOCATIONS OF LOT 2; and 20 FEET RUNNING IN A
     SOUTHWESTERLY AND NORTHEASTERLY DIRECTION ALONG THE SOUTHWEST CORNER AND
     15.02 FEET IN THE NORTHEAST CORNER OF LOT 10

9.   WATERMAIN EASEMENT, AS SHOWN ON THE PLAT AND SET FORTH IN THE CERTIFICATE
     ON THE PLAT OF DARIEN TOWNE CENTRE, AFORESAID, AS FOLLOWS: 20 FEET IN WIDTH
     IN VARIOUS LOCATIONS OF LOT 2; 11.80 FEET APPROXIMATELY 142 FEET EAST FROM
     THE WEST LINE AS MEASURED ALONG THE SOUTH LINE THEREOF, OF LOT 9; 20 FEET
     ALONG THE NORTH LINE AND CUTTING ACROSS THE NORTHEAST CORNER AND 20 FEET
     ALONG THE EAST LINE OF LOT 10

10.  PUBLIC UTILITIES EASEMENT, AS SHOWN ON THE PLAT AND SET FORTH IN THE
     CERTIFICATE ON THE PLAT OF DARIEN TOWNE CENTRE, AFORESAID, AS FOLLOWS: 10
     FEET IN WIDTH IN VARIOUS LOCATIONS OF LOT 2

11.  TERMS, PROVISIONS, CONDITIONS AND RESTRICTIONS AS CONTAINED IN THE
     ASSIGNMENT AND ASSUMPTION OF LEASES DATED SEPTEMBER 8, 1994 AND RECORDED
     SEPTEMBER 9, 1994 AS DOCUMENT R94-186276 MADE BY AND BETWEEN INTERCAPITAL



     PORTFOLIO X LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP AND
     AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE UNDER TRUST
     AGREEMENT DATED JUNE 4, 1991 AND KNOWN AS TRUST NUMBER 113974-03 AND 75TH
     AND LYMAN CORPORATION, A DELAWARE CORPORATION.

12.  TERMS, PROVISIONS, CONDITIONS AND RESTRICTIONS AS CONTAINED IN THE
     ASSIGNMENT AND ASSUMPTION OF REA'S DATED SEPTEMBER 8, 1994 AND RECORDED
     SEPTEMBER 9, 1994 AS DOCUMENT R94-186277 MADE BY AND BETWEEN INTERCAPITAL
     PORTFOLIO X LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP AND
     AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AS TRUSTEE UNDER TRUST
     AGREEMENT DATED JUNE 4, 1991 AND KNOWN AS TRUST POLICY NO.: 1401 008168779
     D1 CHICAGO TITLE INSURANCE COMPANY NUMBER 113974-03 AND 75TH AND LYMAN
     CORPORATION, A DELAWARE CORPORATION.

13.  POSSIBLE SANITARY SEWER EASEMENT DISCLOSED BY STATEMENT RECORDED AS
     DOCUMENT R94-235991 " .. WITHIN THE SUBDIVISION OF DARIEN TOWNE CENTER, A
     COMMERCIAL SHOPPING CENTER AT THE SOUTHEAST CORNER OF 75TH STREET AND LYMAN
     AVENUE, DARIEN, ILLINOIS."

14.  COVENANTS AND RESTRICTIONS CONTAINED IN THE DOCUMENT RECORDED DECEMBER 22,
     1994 AS DOCUMENT NO. R94240804 WHICH DOES NOT CONTAIN A REVERSIONARY OR
     FORFEITURE CLAUSE. (AFFECTS LAND AND OTHER PROPERTY)

15.  TERMS, PROVISIONS, CONDITIONS, RESTRICTIONS AND EASEMENTS AS CONTAINED IN
     THE AGREEMENT FOR REGULATION OF PARKING OR MOTOR VEHICLES, ENFORCEMENT OF
     TRAFFIC PROVISIONS AND THE FURNISHING OF GENERAL POLICE SERVICES AT DARIEN
     TOWNE CENTER SHOPPING CENTER DATED JULY 28, 1995 RECORDED AUGUST 11, 1995
     AS DOCUMENT R95-105152. (AFFECTS LAND AND OTHER PROPERTY)

16.  EASEMENT IN FAVOR OF THE CITY OF DARIEN, AND ITS/THEIR RESPECTIVE
     SUCCESSORS AND ASSIGNS, TO INSTALL, OPERATE AND MAINTAIN ALL EQUIPMENT
     NECESSARY FOR THE PURPOSE OF SERVING THE LAND AND OTHER PROPERTY, TOGETHER
     WITH THE RIGHT OF ACCESS TO SAID EQUIPMENT, AND THE PROVISIONS RELATING
     THERETO CONTAINED IN THE PLAT RECORDED/FILED AS DOCUMENT NO. R94-213933.

17.  WE HAVE EXAMINED THE PLAT OF SURVEY OF THE BALSAMO/OLSON ENGINEERING
     COMPANY ORDER NO. 03-1106-400 DATED NOVEMBER 26, 2003 AND NOTE THE
     FOLLOWING: (A) SURVEYOR'S NOTE NUMBER 6 STATES: A PORTION OF THE PROPERTY
     IS LOCATED IN A 100-YEAR FLOOD PLAIN OR IN AN IDENTIFIED "FLOOD PRONE AREA"
     AS DEFINED BY THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.
     PURSUANT TO THE FLOOD DISASTER PROTECTION ACT OF 1973, AS AMENDED, AS
     REFLECTED BY FLOOD INSURANCE RATE MAP PANEL NUMBER 170197 0060B, DATED
     APRIL 15, 1982. (AFFECTS LOT 10); (B) DRAINAGE EASEMENT OVER AN IRREGULAR
     SHAPED PARCEL OF LAND ALONG THE EAST 55 FEET, MORE OR LESS, OF LOT 10 AND
     THE SOUTHERLY 435 FEET, MORE OR LESS, OF SAID LOT 10.

18.  A 20 FOOT PUBLIC UTILITY EASEMENT, INCLUDING BUT NOT LIMITED TO A STORM
     SEWER EASEMENT, OVER THE SOUTHEAST CORNER OF LOT 10 RUNNING IN A
     NORTHWESTERLY AND SOUTHEASTERLY DIRECTION ALONG THE SOUTHEAST CORNER
     DISCLOSED BY PLAT OF SURVEY OF THE BALSAMO/OLSON ENGINEERING COMPANY ORDER
     NO. 03-1106-400 DATED NOVEMBER 26, 2003 PER DOCUMENT R94-087369.

EX-10.28

                                                                   Exhibit 10.28

                       ALLSTATE LIFE INSURANCE COMPANY and
                           ALLSTATE INSURANCE COMPANY
                         ALLSTATE PLAZA SOUTH, SUITE G5C
                           NORTHBROOK, ILLINOIS 60062


                                December 19, 2003

Inland Southeast Darien, L.L.C.
2901 Butterfield Road
Oakbrook, Illinois 60523

               Re:   Allstate Life Insurance Company and
                     Allstate Insurance Company
                     Loan No. 122393
                     Darien Towne Center
                     2189 75th Street
                     Darien, Illinois 60561 (the "Property")

Ladies and Gentlemen:

     Reference is made to our Commitment Letter dated December 16, 2003, as
amended (the "Commitment") with respect to a $16,500,000 loan (the "Loan") to be
evidenced by two Mortgage Notes of even date herewith, one payable to Allstate
Life Insurance Company in the principal amount of $6,500,000 and the other
payable to Allstate Insurance Company in the principal amount of $10,000,000
(collectively, the "Note") and to be secured by a Mortgage, Assignment of
Leases, Rents and Contracts, Security Agreement and Fixture Filing of even date
herewith (the "Mortgage") encumbering the Property. Initially capitalized terms
used but not otherwise defined in this letter agreement (the "Letter Agreement")
have the same meanings given them in the Mortgage.

     In consideration of your execution and delivery of the documents
evidencing, securing or otherwise pertaining to the Loan (the "Loan Documents"),
you (the "Borrower") and we (collectively, "Lender") hereby agree as follows:

     1.   RELATED AGREEMENT. This Letter Agreement shall constitute a Related
Agreement.

     2.   IMPOUNDS. With regard to the provisions contained in Section 1.06 of
the Mortgage requiring Borrower to deposit 1/12 of the annual amounts of real
estate taxes, regular and special assessments and insurance premiums, Lender
hereby agrees to defer collection of such monthly deposits for so long as (a)
Borrower is the sole fee simple owner of the Property; and (b) no Event of
Default exists under the Loan Documents and no condition or event exists which
with notice, the passage of time, or both, would constitute an Event of Default;
and (c) at Lender's election, Borrower either pays for a tax reporting service
or Borrower promptly and consistently furnishes evidence that taxes and
insurance are being currently paid.



     3.   EARTHQUAKE INSURANCE. With regard to the provisions contained in
Section 1.02 of the Mortgage requiring Borrower obtain earthquake insurance
coverage on the Property, Lender hereby agrees to waive such requirement until
such time as such coverage is available at commercially reasonable rates and in
Lender's reasonable opinion such coverage is generally required by other
institutional lenders.

     4.   BORROWER'S RIGHT TO TRANSFER THE PROPERTY. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, Borrower shall have a one time right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to assign, sell or transfer all of
the Property (the "Permitted Transfer") to a party with experience, reasonably
satisfactory to Lender, in managing property similar to the Property and whose
financial condition is reasonably satisfactory to Lender ("Permitted
Transferee"). The Permitted Transfer shall be further conditioned upon:

     (a)  the payment by Borrower to Lender of a transfer fee equal to one
percent of the outstanding principal balance of the Note (a nonrefundable $5,000
deposit toward such transfer fee shall be due at the time Borrower initially
requests a Permitted Transfer, the balance of the transfer fee shall be due on
the closing of the transaction);

     (b)  the reimbursement of all of Lender's expenses, including legal fees,
incurred in connection with the Permitted Transfer;

     (c)  the Permitted Transferee and such general partners or principals of
Permitted Transferee as Lender may request, assuming, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement and the
Nonrecourse Exception Indemnity Agreement, with the same degree of recourse
liability as Borrower and subject to the same exculpatory provisions;

     (d)  Lender's receipt of a title policy complying with the requirements of
the Commitment, updated to the date of the Permitted Transfer, evidencing that
such Permitted Transfer will not adversely affect Lender's first and prior lien
on the Property or any other rights or interests granted to Lender under the
Loan Documents;

     (e)  Lender's receipt of opinions of counsel acceptable to Lender that all
previous opinions, pertaining to Borrower are true with respect to the Permitted
Transferee and the Permitted Transferee has duly assumed the Loan Documents, and
same are valid and enforceable against Permitted Transferee and the Property;
and that Borrower has the requisite power and authority to properly transfer the
Property;

     (f)  the Property having maintained a Debt Coverage Ratio of not less than
200 percent for the 12 month period ending 30 days before the date of the
Permitted Transfer and the Property having a projected Debt Coverage Ratio for
the next 12 months based on the most recently approved and certified financial
statements and annual rent roll of not less than 200 percent;

                                        2


     (g)  the Permitted Transferee paying to Borrower at least 40 percent cash
down payment on the date of the Permitted Transfer;

     (h)  Lender's receipt and approval of the purchase and sale contract and
copies of the proposed transfer documentation;

     (i)  Lender's receipt and approval of the Permitted Transferee's resume and
financial statements; and

     (j)  Lender's receipt and approval of an updated MAI appraisal by an
appraiser satisfactory to Lender (prepared at Borrower's expense) specifically
confirming a loan to value ratio of no more than 60 percent.

     In addition, Borrower shall have the right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to make a Permitted Transfer to
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("Member"), the sole member of Borrower, so long as (x) Borrower pays to Lender
a transfer fee equal to $5,000, (y) the Member assumes, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement, with the
same degree of recourse liability as Borrower and subject to the same
exculpatory provisions, and (z) the conditions and requirements set forth in
subparagraphs 4(b), (d) and (e) above are satisfied.

     Net Operating Income shall be certified to be true and correct by the
managing general partner, manager or chief financial officer of Borrower.

     5.   RIGHT TO CHANGE OWNERSHIP INTERESTS IN BORROWER. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, so long as Member maintains its status as a Real Estate Investment
Trust (a "REIT") any encumbrance, security interest or assignment or transfer of
ownership of all types and classes of the shares of Member shall not constitute
an improper encumbrance or transfer.

     6.   DAMAGE TO PROPERTY. With regard to the provisions contained in Section
1.04(A) of the Mortgage requiring Borrower to notify Lender of damage to the
Property, the cost threshold for notification shall be increased to One Hundred
Thousand Dollars ($100,000). With regard to the provisions contained in Section
1.04(B) and 1.04(C) of the Mortgage regarding the estimated cost of restoration,
the threshold amounts shall be increased to Two Hundred Fifty Thousand Dollars
($250,000).

     7.   INSURANCE. Lender hereby approves the insurance evidenced by the
certificates attached as EXHIBIT A hereto.

     8.   PROPERTY MANAGER. Lender hereby approves INLAND NORTHWEST MANAGEMENT
CORP. as manager of the Property, subject to its execution of the letter
attached as EXHIBIT B hereto.

     9.   RIGHTS PERSONAL TO BORROWER. This Letter Agreement shall be binding
upon Borrower and its successors and assigns, except that the rights granted to
Borrower in paragraphs

                                        3


2 -- 8 of this Letter Agreement shall be personal to Borrower and shall not
inure to the benefit of any subsequent owner of the Property. In the event
Lender transfers all or any part of the Loan or any interest in the Loan
Documents to any other person or entity, Lender agrees to notify such
transferee(s) of the existence of this Letter Agreement and the fact that it is
binding upon Lender's successors and assigns by delivering such tranferee(s) a
true, correct and complete copy of this Letter Agreement concurrently with such
transfer accompanied by a letter of transmittal from Lender advising such
tranferee(s) of the binding nature of the provisions of this Letter Agreement.
Lender will send a copy of its letter of transmittal and the enclosure to
Borrower, and Borrower's name will be shown on the face of the original letter
of transmittal as an addressee thereof.

                                *   *   *   *   *

                            [Signature Page Follows]

                                        4


                                Very truly yours,

                                ALLSTATE LIFE INSURANCE COMPANY,
                                an Illinois insurance corporation


                                By:
                                   ----------------------------------


                                By:
                                   ----------------------------------
                                     Its Authorized Signatories

                                ALLSTATE INSURANCE COMPANY,
                                an Illinois insurance corporation


                                By:
                                   ----------------------------------


                                By:
                                   ----------------------------------
                                       Its Authorized Signatories

                                Accepted and agreed:

                                INLAND SOUTHEAST DARIEN, L.L.C.,
                                a Delaware limited liability company

                                By:   INLAND WESTERN RETAIL REAL ESTATE
                                      TRUST, INC., a Maryland corporation,
                                      Its sole member

                                      By:   /s/ Valerie Medina
                                         ------------------------------
                                      Its:  Asst. Secretary
                                          -----------------------------

Dated: December 19, 2003

                                        5


                                    EXHIBIT A

                             INSURANCE CERTIFICATES



                                    EXHIBIT B

                             PROPERTY MANAGER LETTER

                        INLAND NORTHWEST MANAGEMENT CORP.

                                December 19, 2003

Allstate Life Insurance Company and
Allstate Insurance Company
c/o Allstate Investments, LLC
Allstate Plaza South, Suite G5C
3075 West Sanders Road
Northbrook, Illinois 60062
Attention: Commercial Mortgage Division

               Re:   Allstate Life Insurance Company and
                     Allstate Insurance Company
                     Loan No. 122393
                     Darien Towne Center
                     2189 75th Street, Darien, Illinois 60561 (the "Property")

Ladies and Gentlemen:

     The undersigned ("Manager") is the current property manager of the Property
pursuant to that certain Management Agreement (the "Agreement") dated December
____, 2003, by and between INLAND SOUTHEAST DARIEN, L.L.C., a Delaware limited
liability company ("Owner") and Manager. In consideration of your making the
Loan to Owner (Manager being an affiliate of Owner), Manager acknowledges and
agrees to the following:

     1.   Allstate, in its sole discretion, may terminate the Agreement by
          notice to Manager upon acquisition by Allstate of title to the
          Property by foreclosure, deed in lieu of foreclosure, or other
          transfer of the Property or upon Allstate otherwise obtaining
          possession of the Property by any lawful means. Upon the appointment
          of a receiver or court appointed officer, either Allstate or such
          receiver or officer may terminate the Agreement in its sole discretion
          by notice to Manager.

     2.   Manager waives any right to create a lien against the Property to
          secure payment of unpaid management fees.

     3.   Upon the occurrence of, and during the continuation of, a default
          under any of the documents evidencing the Loan which has not been
          cured in Allstate's sole judgment, all management fees paid or payable
          to Manager thereafter shall be subordinate to amounts owed to Allstate
          under such Loan documents.



     4.   Upon the occurrence of, and during the continuation of, a default
          under any of the documents evidencing the Loan which has not been
          cured in Allstate's sole judgment, all management fees and other sums
          received by Manager thereafter in connection with management of the
          Property shall be held in trust for the benefit of Allstate.

     5.   Until Allstate elects to terminate the Agreement as provided herein,
          Manager will perform all of its obligations, covenants, conditions and
          agreements under the Agreement for the benefit of Allstate and its
          successors and assigns, so long as Allstate performs the duties and
          obligations of Owner under the Agreement accruing after the date
          Allstate exercises its rights under the Mortgage.

                                               INLAND NORTHWEST MANAGEMENT CORP.


                                                By:
                                                   -------------------------
                                                     Its
                                                        --------------------

                                        2

EX-10.29

                                                                   Exhibit 10.29

                                   ASSIGNMENT

     All right, title, interest and obligations as Purchaser as set forth in
that certain Purchase and Sale Agreement (the "Agreement") dated November 12,
2003 is hereby assigned effective as of the date hereof from Inland Real Estate
Acquisitions, Inc., an Illinois corporation, as Assignor, to Inland Southeast
Darien, L.L.C., a Delaware limited liability company, as Assignee.

     Assignee hereby assumes all of the obligations of Assignor as set forth in
the Agreement.

Dated: As of December 19, 2003


ASSIGNOR:
INLAND REAL ESTATE ACQUISITIONS, INC.,
an Illinois corporation


By:    /s/ G. Joseph Cosenza
    --------------------------------
Its: G. Joseph Cosenza, President


ASSIGNEE:
INLAND SOUTHEAST DARIEN, L.L.C.,
A Delaware limited liability company
By:  Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, its sole member


By:    /s/ [ILLEGIBLE]
    --------------------------
Its:   authorized agent
    --------------------------

                                        1



                                    EXHIBIT A

                                LEGAL DESCRIPTION

Parcel 1:

     Lots 2, 9 and 10 in Darien Towne Centre, being a subdivision of part of the
Southeast Quarter of Section 29, Township 38 North, Range 11 East of the Third
Principal Meridian according to the Plat thereof recorded August 17, 1993 as
Document Number R93-183593, in DuPage County, Illinois;

Parcel 2:

     A non-exclusive easement for the benefit of Parcel 1 as created by the
Declaration dated August 5, 1993 and recorded August 17, 1993 as Document
R93-183596 by American National Bank and Trust Company of Chicago, as Trustee
under Trust Agreement dated June 4, 1991 and known as Trust Number 113974-03 and
by Wal-Mart Stores, Inc. for the purpose of ingress and egress, utilities,
signage and stormwater retention;

Parcel 3:

     An easement for the benefit of Lot 2 of Parcel 1 as created by the Plat of
Darien Towne Centre recorded August 17, 1993 as Document R93-183593 for the
purpose of constructing, installing, maintaining, repairing and replacing a sign
on the North 25 feet of the East 25 feet of Lot 8 in Darien Towne Centre, being
a subdivision of part of the Southeast 1/4 of Section 29, Township 38 North,
Range 11 East of the Third Principal Meridian in DuPage County, Illinois.

EX-10.30

                                                                   Exhibit 10.30

                      PARTIAL ASSIGNMENT AND ASSUMPTION OF
                           PURCHASE AND SALE AGREEMENT

     THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into as of this 30th day of December, 2003 by
and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, as
Assignor ("Assignor"), and INLAND WESTERN NEW BRITAIN MAIN, L.L.C., a Delaware
limited liability company, as Assignee ("Assignee").

                                    RECITALS:

     A.  Assignor previously has executed and entered into that certain
Purchase and Sale Agreement dated as of November 20, 2003, with DESCO Associates
(as amended, the "Agreement").

     B.  Assignor desires to assign its right, title and interest in, to and
under the Agreement with respect to only the New Britain Real Property, as
defined in the Agreement (and not with respect to the Bristol Real Property, as
defined in the Agreement), to Assignee, and Assignee desires to accept such
assignment and assumes all of Assignor's duties and obligations under the
Agreement that arise and accrue from and after the date of this Assignment with
respect to only the New Britain Real Property (and not with respect to the
Bristol Real Property), all upon and subject to the terms and provisions of this
Assignment.

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
agreement of the parties hereto and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1.  INCORPORATION OF RECITALS. The foregoing Recitals are, by this
reference, incorporated into the body of this Assignment as if the same had been
set forth in the body of this Assignment in their entirety.

     2.  ASSIGNMENT. Assignor hereby assigns, conveys, transfers and sets over
to Assignee all of Assignor's right, title and interest in, to and under the
Agreement with respect to only the New Britain Real Property (and not with
respect to the Bristol Real Property).

     3.  ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION. Assignee hereby accepts the
foregoing assignment and hereby assumes, and agrees to perform, all of
Assignor's duties and obligations under the Agreement that arise and accrue from
and after the date of this Assignment with respect to only the New Britain Real
Property (and not with respect to the Bristol Real Property).

     4.  SEVERABILITY. If any provision of this Assignment or the application
thereof to any person or circumstance is or shall be deemed illegal, invalid or
unenforceable, the remaining provisions of this Assignment shall remain in full
force and effect and this Assignment shall be interpreted as if such illegal,
invalid or unenforceable provision did not exist.

     5.  BINDING EFFECT. Each provision of this Assignment shall extend to and
shall bind and inure to the benefit of Assignor and Assignee and their
respective heirs, legal representatives, successors and assigns.



     6.  TIME OF ESSENCE. Time is of the essence of this Assignment and each
provision hereof.

     7.  ENTIRE AGREEMENT. This Assignment contains the entire agreement of
Assignor and Assignee with respect to subject matter hereof. No prior agreements
or understandings with respect to the subject matter hereof shall be valid or of
any force or effect.

     8.  GOVERNING LAW. This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

     9.  COUNTERPARTS. This Assignment may be executed in separate counterparts,
each of which shall constitute an original copy hereof, but all of which shall
constitute but one and the same agreement.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the date and year first written above.

                                    ASSIGNOR:

                                    INLAND REAL ESTATE ACQUISITIONS, INC.,
                                    an Illinois corporation


                                    By: /s/ Karen M. Kautz
                                       ------------------------------------
                                        Name: Karen M. Kautz
                                             ------------------------------
                                        Its: Vice President
                                            -------------------------------

                                    ASSIGNEE:

                                    INLAND WESTERN NEW BRITAIN MAIN,
                                    L.L.C., a Delaware limited liability company

                                    By: INLAND WESTERN RETAIL REAL
                                        ESTATE TRUST, INC., its sole member

                                        By: /s/ Valerie Medina
                                           ---------------------------------
                                              Name: Valerie Medina
                                                   -------------------------
                                              Its:  Asst. Secretary
                                                  --------------------------

                                        2

EX-10.31

                                                                   Exhibit 10.31

                    FOURTH AMENDMENT TO MASTER FUND AGREEMENT

     This Fourth Amendment to Master Fund Agreement ("Fourth Amendment") is
dated as of December 31, 2003 by and between Thomas Enterprises, Inc., and Stan
Thomas and the signatory parties listed below, generally, under the heading
Seller (collectively, as "Seller") and Inland Real Estate Acquisitions, Inc., on
behalf of itself and its nominee or designee that is an affiliate of The Inland
Group, Inc., or Inland Retail Real Estate Trust, Inc., or Inland western Retail
Real Estate Trust, Inc. ("Purchaser") in connection with the acquisition of the
properties (Including future earn-out portions thereof) (the "Properties") which
are the subject matter of that certain purchase agreement dated November 30,
2001, as amended, (collectively, the "Purchase Agreement").

     WHEREAS, the parties hereto entered into the Master Fund Agreement dated
December 21, 2001, as amended by the First Amendment to Master Fund Agreement
dated as of March 1, 2002 (the "First Amendment"), and the Second Amendment to
Master Fund Agreement dated as of April 9, 2003 (the "Second Amendment"), and
the Third Amendment to Master Fund dated as of May 29, 2003 (the "Third
Amendment") (collectively, together with this Fourth Amendment, the "Master Fund
Agreement," or the "Agreement"); and

     WHEREAS, the parties hereto desire to clarify the Agreement to add certain
Seller's obligations in connection with the purchase by Inland Southeast King's
Grant, L.L.C. ("ISE KG"), of the King's Grant Pavilion shopping center ("King's
Grant") from Fourth Quarter Properties IV, Inc. ("FQPI") which shall be in
addition to and not subject to the limitations of the amount of money to be
deposited into the Master Fund Escrow Account.

     NOW, THEREFORE, for good and valuable consideration, the parties hereto
agree as follows:

1.             The following paragraph is added to the Agreement:

                    POST CLOSING INDEMNITY AGREEMENT

            "Notwithstanding anything to the contrary contained in the Purchase
            Agreement or the Agreement including, but not limited to, the
            limitations on the amount of money to be deposited in the Master
            Fund Account by Seller or Stan Thomas, Seller and specifically
            including Stan Thomas, personally guaranty (to the extent of funds
            on deposit from time to time pursuant to the Master Fund Agreement)
            payment of the costs and expenses in regard to the Construction
            Indemnified Matters as defined by that certain Post Closing and
            Indemnity Agreement (King's Grant) dated as of December 31, 2003,
            and entered into by and among Stan Thomas, ISE GG, and FQPI (the
            KGPCI"), and Purchaser shall be permitted to draw against the funds
            on deposit from time to time under and pursuant to the Master Fund
            Agreement equal to the sum in cash of the costs and expenses not
            paid in accordance with the terms of the KGPCI. Notwithstanding the
            foregoing, the terms and provisions of this section shall terminate
            at such time as Remediation has occurred (as defined by the KGPCI)."

2.          Except as modified hereby (and as previously modified by the First
            Amendment, the Second Amendment, the Third Amendment), the Agreement
            shall remain in full force and effect in accordance with its terms."

                                        1


   IN WITNESS WHEREOF, the undersigned parties have executed this Fourth
Amendment to Master Fund Agreement effective as of the fund date referred
hereinabove.

   SELLER:

   /s/ Stan Thomas
   ----------------------------------
   Stan Thomas, as President of
   Thomas Enterprises, Inc.

   Date: December 31, 2003

   /s/ Stan Thomas
   ----------------------------------
   Stan Thomas, personally

   Date: December 31, 2003

   Fourth Quarter Properties, Inc.          Fourth Quarter Properties IV, Inc.

   By:   /s/ Stan Thomas                    By:  /s/ Stan Thomas
       --------------------------------         ------------------------------
        Stan Thomas, President                       Stan Thomas, President

   Date: December 31, 2003                  Date: December 31, 2003

   Venture Point I, LLC                     Fourth Quarter Properties XV, LLC

   By:   /s/ Stan Thomas                    By:  /s/ Stan Thomas
       --------------------------------         ------------------------------
   Its:  Manager                            Its: Manager
       --------------------------------         ------------------------------
   Date: December 31, 2003                      Date: December 31, 2003

   Southlake Pavilion Company, Inc.         Fourth Quarter Properties XI, LLC

   By:   /s/ Stan Thomas                    By:  /s/ Stan Thomas
       --------------------------------         ------------------------------
   Its:  President                          Its: Manager
       --------------------------------         ------------------------------
   Date: December 31, 2003                      Date: December 31, 2003

   Fourth Quarter Properties XXIII, LLC     Fourth Quarter Properties XXVII, LLC

   By:   /s/ Stan Thomas                    By:  /s/ Stan Thomas
       --------------------------------         ------------------------------
   Its:  Manager                            Its: Manager
       --------------------------------         ------------------------------
   Date: December 31, 2003                      Date: December 31, 2003

   Fourth Quarter Properties IX, LLC        Fourth Quarter Properties XVI, LLC

   By:   /s/ Stan Thomas                    By:  /s/ Stan Thomas
       --------------------------------         ------------------------------
   Its:  Manager                            Its: Manager
       --------------------------------         ------------------------------
   Date: December 31, 2003                      Date: December 31, 2003

                                        2


   Fourth Quarter Properties XVII, LLC

   By:   /s/ Stan Thomas
       --------------------------------
   Its:  Manager
       --------------------------------
   Date: December 31, 2003

   PURCHASER:

   INLAND REAL ESTATE ACQUISITIONS, INC., or nominee

   By:   /s/ Karen Kautz
       ----------------------------------------
    Karen Kautz, Vice President

    Date: December 31, 2003

   INLAND SOUTHEAST KINGS GRANT, L.L.C.

   By: Inland Western Retail Real Estate Trust, Inc.,
   a Maryland corporation, member

   By:   /s/ Karen Kautz
       --------------------------------
   Name:    Karen Kautz
         -----------------------------
   As Its:  authorized agent
           ----------------------------

   Date: December 31, 2003

                                        3


                                                                REVISED 12/18/03

                   NEWNAN CROSSING & PAVILION AT KING'S GRANT
                                    AMENDMENT

     This NEWNAN CROSSING, NEWNAN, GA AND PAVILION AT KING'S GRANT, CONCORD, NC.
Amendment ("NEWNAN/GRANT AMENDMENT") by and among Thomas Enterprises, Inc.,
("Thomas"), FOURTH QUARTER PROPERTIES, XIV, LLC. AND FOURTH QUARTER PROPERTIES
XL, LLC. for Newnan and FOURTH QUARTER PROPERTIES IV FOR GRANT (collectively,
"Seller") and Inland Real Estate Acquisitions, Inc., or its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on [ILLEGIBLE] 30, 2001, (the "Agreement")
as amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and
the owners of [ILLEGIBLE] original properties (the "Original Properties") as
described as Property 2 and Properties 4-10 in the Agreement, AND AS FURTHER
AMENDED ON APRIL 8, 2003 FOR THE BARRETT, HERITAGE, AND HIRAM PROPERTIES, AND
FURTHER AMENDED ON JUNE 24, 2003 FOR THE FAYETTE PAVILION PHASES I, II, AND III.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
NEWNAN CROSSING SHOPPING CENTER CONTAINING APPROXIMATELY 312,994 SQ. FT. LOCATED
IN NEWNAN, GA ("THE NEWNAN PROPERTY") AND THE PAVILION AT KING'S GRANT SHOPPING
CENTER CONTAINING APPROXIMATELY 79,009 SQ. FT. LOCATED IN CONCORD, NC (the
"GRANT PROPERTY"), described on the Site Plan attached hereto as Exhibit A-15
and A-16 and containing the leases listed on Exhibit B-15 attached hereto for a
purchase price of $43,211,676 FOR NEWNAN AND $9,932,450 for Grant and otherwise
in accordance with the terms of the Agreement. Accordingly, the Purchase Price
set forth in Paragraph 1 of the Agreement is hereby changed from $277,031,590,
as amended to $316,314,590 as further amended to $481,759,402 and further
amended to $658,294,537 AND NOW $711,438,663. The closing date for the
NEWNAN/GRANT PROPERTIES shall be on or BEFORE DECEMBER 30, and the order of
closing set forth in Paragraph 21 of the Agreement is amended to add the
NEWNAN/GRANT PROPERTIES after the closings of all of the Original Properties,
and the Newnan Property, except for those earnouts described in Exhibit D to the
Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the NEWNAN/GRANT
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the NEWNAN/GRANT Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the NEWNAN/GRANT Properties in
the same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the NEWNAN/GRANT
Properties.

     PARAGRAPH 20, OF THE AGREEMENT IS HEREBY AMENDED TO INCREASE THE TERM FROM
     3 YEARS TO 5 YEARS, AND SHALL INCLUDE NEWNAN.

     AT THE GRANT PROPERTY, THE PURCHASER WILL PURCHASE THE TOYS R US AS
     FOLLOWS: AT THE INITIAL CLOSING, THE PURCHASER WILL PAY BASED ON THE AMOUNT
     OF ACTUAL BASE RENT PAID BY TOYS R US (PROVIDED THEY ARE PAYING THEIR FULL
     PASS THROUGHS) DIVIDED BY THE CAPITALIZATION RATE OF 8.00%. IN OTHER WORDS,
     IF THE TOYS R US RENT IS $250,000 PER YEAR, BUT THEY ARE ONLY PAYING
     CURRENT $125,000, THEN THE PURCHASER WILL PAY $1,562,500. FOR THE NEXT 48
     MONTHS FOLLOWING THE CLOSING, THE PURCHASER WILL BE OBLIGATED TO PAY THE
     BALANCE OF THE PURCHASE PRICE FOR TOYS R US PROVIDED TOYS R US INCREASES
     THEIR BASE RENT WITHOUT REDUCTION OF THEIR FULL PASS THROUGH REQUIREMENTS,
     AND FURTHER PROVIDED THAT THE RENTAL AMOUNT DOES NOT EXCEED THE TOTAL
     ORIGINAL BASE RENT OF $250,000. THE FORMULA FOR THE EARNOUT CLOSING DURING
     THE 48 MONTHS FOLLOWING THE INITIAL CLOSING SHALL BE BASED ON THE 10 YEAR
     TREASURY, OF 4.30%. THE PURCHASER'S CAPITALIZATION RATE OF 8.00% SHALL BE
     INCREASED OR DECREASED BY THE DIFFERENCE OF THE 10 YEAR TREASURY RATE AT
     THE TIME OF THE EARNOUT CLOSING. AS AN EXAMPLE; THE 10 YEAR TREASURY RATE
     WE WILL USE IS 4.30%; THE CAPITALIZATION RATE IS 8.00%, THE SPREAD IS
     3.80%. IF THE 10 YEAR TREASURY INCREASES TO 4.40%, THEN THE CAPITALIZATION
     RATE WOULD INCREASE TO 8.10% AND LIKEWISE IF THE 10 YEAR TREASURY DECREASES
     TO 4.20%, THEN THE CAPITALIZATION RATE WOULD DECREASE TO 7.90%. IF AFTER 48
     MONTHS FOLLOWING THE CLOSING, TOYS R US DID NOT INCREASE THEIR RENT FROM
     THE INITIAL CLOSING, THEN THE PURCHASER WILL HAVE NO OBLIGATION WHATSOEVER
     TO PAY ANY ADDITIONAL AMOUNT FOR THE TOYS R US PORTION OF THE GRANT
     PROPERTY.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this the NEWNAN/GRANT Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the
     NEWNAN/GRANT Properties (Exhibit B-15), in both paragraphs thereof.

     The Capitalization Rate applicable to the NEWNAN COMMONS PROPERTY IS
7.6192% AND FOR THE GRANT PROPERTY IS 8.00% and the Purchase Price will be
decreased or increased at the closing in accordance with the terms of the first
paragraph of Exhibit D AS AMENDED HERETO for the NEWNAN/GRANT Properties. For
eighteen (18) months following the closing of the NEWNAN/GRANT Properties,
Purchaser will pay an amount to Seller for new tenants of build-out vacant space
in accordance with the second paragraph of Exhibit D.

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
NEWNAN/GRANT Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE.

     NEWNAN CROSSING AND PAVILION AT KING'S GRANT SHALL BE AN ALL CASH
     TRANSACTION.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                                     
PURCHASER:                          SELLER:                                SELLER:
INLAND REAL ESTATE                  THOMAS ENTERPRISES, INC.               NEWNAN CROSSING
ACQUISITION, INC                                                           FOURTH QUARTER PROPERTIES, XIV, LLC. AND
or its Nominee                      By: /s/ Stan Thomas                    FOURTH QUARTER PROPERTIES XL, LLC
                                       -------------------------

By: /s/ G. Joseph Cosenza           Its: President  Date 12-18-03          By: /s/ Stan Thomas
    ----------------------              -------------------------             ----------------------------------
    President  Date                                                        Its: Manager  Date 12-18-03
    --------------------                                                       ----------------------------------
                                    SELLER:
                                    PAVILION AT KING'S GRANT
                                    Fourth Quarter Properties IV

                                    By: /s/ Stan Thomas
                                        ------------------------------
                                    Its: Manager    Date 12-18-03
                                        ------------------------------





                                                                      12/18/2003

                             EXHIBIT B - 10 REVISED

                              NEWNAN CROSSING WEST

                                 INITIAL CLOSING



                                                                                                       LEASE             LEASE
                                                        ANNUAL          MONTHLY        RENT         COMMENCEMENT       EXPIRATION
                    TENANTS                S.F.       BASE RENT        BASE RENT   PER SQ. FOOT         DATE              DATE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Target - 110,000 SF open Shadow Anchor

BJS                                      115,396     1,009,715.00      54,142.92   $       6.75       May-03          January-24
The Corner Tavern                          6,000        ??,000.00       7,083.33   $      17.00     December-03       November-08
Great Clips                                1,200        21,?00.00       1,800.00   $      18.00     November-03       October-08
My Friend's Place                          1,?00        28,500.00       2,400.00   $      18.00     December-03       November-08
Planet Smoothie                            1,040        18,203.00       1,516.92   $      17.50     November-03       October-08
Cingular                                   1,700        31,?80.00       2,840.00   $      18.00     November-03       October-08
Ted's Montana Grill                        4,000        84,000.00       5,333.33   $      18.00     January-04        December-08
Banana Beach                               1,200        21,800.00       1,800.00   $      18.00     November-03       October-08
Totals                                   131,1?6     1,280,?98.00


                                 SECOND CLOSING



                                                                                                       LEASE             LEASE
                                                       ANNUAL           MONTHLY        RENT         COMMENCEMENT       EXPIRATION
                    TENANTS                S.F.       BASE RENT        BASE RENT   PER SQ. FOOT         DATE              DATE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Old Navy                                  25,000       225,000.00      18,750.00   $       9.00    September-99      September-04
Michaels                                  23,704       213,33?.00      17,778.00   $       9.00       June-99         February-09
TJ Maxx                                   30,194       220,500.00      18,375.00   $       7.30      August-99         August-08
Party City                                12,000       1??,000.00      13,000.00   $      13.00     October-99        October-09
Hibbett's Sporting Goods                   7,000        94,500.00       7,?75.00   $      13.?0     January-02        January-07
Radio Shack                                3,000        51,000.00       4,250.00   $      17.00      August-01         August-08
Hallmark                                   5,000        72,500.00       ?,041.?7   $      14.50       July-99         February-07
Office Depot                              30,000       322,500.00      26,875.00   $      10.75       June-99           June-14
Payless Showsource                         3,000        45,000.00       4,000.00   $      16.00     December-99       November-09
Sizes Unlimited                            5,000        77,500.00       6,458.33   $      15.??      March-00         January-12
Rack Room                                  7,300       116,800.00       9,733.33   $      18.00       July-99           July-0?
Stratus Communication                      1,300        22,750.00       1,895.?3   $      17.50     December-01       December-08
Crystal Nails & Tan                        1,300        23,400.00       1,950.00   $      18.00      April-02          April-07
O'Charley's G/L                                         ?0,000.00       5,000.00                    February-99       February-14
Totals                                   153,798     1,703,7??.00


                                 EARNOUT CLOSING



                                                                                                      LEASE             LEASE
                                                        ANNUAL          MONTHLY        RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                S.F.        BASE RENT       BASE RENT   PER SQ. FOOT        DATE              DATE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Linen's N Things (Under Const) (Earnout)  28,000       308,000.00      25,???.?7   $      11.00       July-04         January-16
Totals                                    28,000       308,000.00

Grand Totals                             312,??4     3,292,?84.00


                            PAVILIONS AT KINGS GRANT

                                 INITIAL CLOSING



                                                                                                      LEASE             LEASE
                                                         ANNUAL         MONTHLY        RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                S.F.        BASE RENT       BASE RENT   PER SQ. FOOT        DATE              DATE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Toys R Us  (Ground Lease)                 49,000       125,000.00      10,416.?7   $       2.55     October-02        October-12
Jared Jewelers                             ?,000       220,020.00      18,335.00   $      38.?7      August-02        January-23
Panora Bread                               ?,?08       10?,378.00       9,114.?7   $      19.50     November-03       October-13
Radio Shack                                2,400        40,?00.00       3,400.00   $      17.00      March-03          April-08
Olive Garden (Ground Lease)                8,500        80,000.00       ?,???.?7   $       9.41      April-02          April-12
Red Lobster (Ground Lease)                 7,500        80,000.00       ?,???.?7   $      10.87       May-02            May-12
Bank of America (ATM)                                   14,400.00       1,200.00
Totals                                    79,009       ???,???.00


                                 EARNOUT CLOSING



                                                                                                      LEASE             LEASE
                                                        ANNUAL          MONTHLY        RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                S.F.        BASE RENT       BASE RENT   PER SQ. FOOT        DATE              DATE
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Toys R Us (Ground Lease)                               125,000.00      10,416.?7   $       2.55     October-02        October-12
Totals                                                 12?,000.00

Grand Totals                              79,009       794,00?.00




                                   "EXHIBIT C"



                                                                                                 NEW           DEC. '01
                                                      ORIGINAL        NEW        ORIGINAL       TOTAL          CLOSING
     PROPERTY        Estimated        Closing Dates    SQ. FT.      SQ. FT.       PRICE         PRICE           PRICE
- -------------------------------------------------------------------------------------------------------------------------
                                                                                          
1. Barret                                                      0           0  $           0  $           0  $           0

2. Venture
   Duluth, GA        Est. 12/21/2001                    394,820      384,020  $  25,602,205  $  20,314,789  $  26,314,788

3  Hiram                                                       0           0  $           0  $           0  $           0

4  Douglas
   Douglasville, GA  Est. 12/14/2001                    267,704      267,764  $  27,159,810  $  27,100,010  $  27,159,810

5  Southlake
   Morrow, GA        Est. 12/28/2001                    607,748      525,018  $  81,275,180    [ILLEGIBLE]  $  65,897,835

6  Turkey            Est. PH 12/28/2001 - 1/11/2002     230,280      272,803  $  29,123,001  $  32,611,779  $  22,03?,0?1
   Knoxville, TN
                     Est. PH 04/30/2002 - 09/30/2002

7  Westside          Est. 04/30/2002                    487,001      604,004    [ILLEGIBLE]    [ILLEGIBLE]
   Huntsville, AL

           SUBTOTAL                                                           $ 199,256,265  $ 208,040,716

8  Fayetteville      Est. 12/28/2001 - 1/11/2002                     271,858                 $  28,882,874  $  2?,?62,874
   Fayetteville, NC

9  Sarasota          Est. 12/20/2001 - 1/25/2002                     323,519                 $  40,0??,000  $  40,008,000
   Sarasota, FL

              TOTAL                                   1,847,053    2,458,774  $ 189,256,265  $ 277,081,890  $ 210,402,167

10 Newnan               Est. February 23, 2002                       481,004                 $   8,288,000
                                                                 -----------                 -------------
                                                                   2,979,775                   316,314,560

11 Barrett                 April 25, 2003                     -       400,??              -    [ILLEGIBLE]              -

12 Heritage                 May 15, 2003                      -      282,033              -    [ILLEGIBLE]              -

13 Hiram                    May 30, 2003                      -      387,407              -    [ILLEGIBLE]              -

                                                                   4,070,873                   [ILLEGIBLE]

14 Fayette
   [ILLEGIBLE]           ??? through 7/30/03                  -     1,14,003              -    [ILLEGIBLE]              -
                                                                 -----------                 -------------
                                                                   ?,485,276                 $ 658,284,537
                                                                 -----------                 -------------

15 Newnan Crossing        December 30, 2003                   -      212,804              -     48,212,575              -

16 Pavilion at
   [ILLEGIBLE]            December 30, 2003                   -       79,009              -      9,?32,450              -
                                                                   5,877,279                 $ 711,439,683
                                                                 -----------                 -------------


                                                                                 ADDITIONALLY
                                       AMENDED 12/3/01         FURTHER AMENDED     AMENDED
                                       REVISED 11/28/01        4/3/03, 8/24/03    12/18/03
                                     --------------------------------------------------------
                        JAN. '02           APRIL '02               JULY '02       SEPT. '02
                        CLOSING             CLOSING                CLOSING         CLOSING
     PROPERTY            PRICE               PRICE                  PRICE           PRICE
- ---------------------------------------------------------------------------------------------
                                                                     
1. Barret             $          0    $             0          $              0  $          0

2. Venture
   Duluth, GA

3  Hiram              $          0    $             0          $              0  $          0

4  Douglas
   Douglasville, GA

5  Southlake                            construction
   Morrow, GA                         loan or earnout

6  Turkey                            Commit to Purchase
   Knoxville, TN                      $    10,672,668

7  Westside                          Commit to Purchase
   Huntsville, AL                     $    5?,0??,735

           SUBTOTAL

8  Fayetteville
   Fayetteville, NC

9  Sarasota
   Sarasota, FL

              TOTAL   $          0    $    86,629,423           $              0  $          0

10 Newnan                Feb. 28
                        30,283,000

11 Barrett                       -                  -                         -             -

12 Heritage                      -                  -                         -             -

13 Hiram                         -                  -                         -             -

14 Fayette
   [ILLEGIBLE], GA               -                  -                         -             -

15 Newnan Crossing               -                  -                         -             -

16 Pavilion at
   [ILLEGIBLE]                   -                  -                         -             -




Fayette I and II
Contract Amendment

                              AMENDMENT TO CONTRACT

     THIS AMENDMENT TO CONTRACT (the "Amendment") is made and entered into as of
the 3rd day of September 2003, by and between Thomas Enterprises, Inc. ("TEI"),
and Fourth Quarter Properties I, Inc. ("FQPI") and Stan Thomas, individually
("Thomas") (collectively, "SELLER"), and Inland Real Estate Acquisitions, Inc.,
an Illinois corporation ("PURCHASER").

                              W I T N E S S E T H:

     WHEREAS, TEI, FQPI and Purchaser entered into that certain agreement having
a date of November 29, 2001, and accepted on November 30, 2001, as amended by
amendments dated December 6, 2001 (as to Newnan Pavilion), and April 8, 2003 (as
to Heritage, Hiram and Barrett), and June 24, 2003 (as to Fayette Pavilion
Phases I and II (the "Fayette I and II Property"), and Fayette Pavilion III)
(the "Fayette Contract Amendment") (collectively, the "Contract"), for the sale
and purchase of the properties therein described.

     WHEREAS, Purchaser and Seller have mutually agreed to amend certain
provisions of the Contract.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller agree as follows:

     1.   The Fayette Contract Amendment is attached hereto as Exhibit A, and
          made a part hereof.

     2.   The eleventh (11th) paragraph of the Fayette Contract Amendment is
          hereby amended by deleting: "...July 30, 2003.." and substituting:
          "September 3, 2003" in its place.

     3.   The fourteenth (14th) paragraph of the Fayette Contract Amendment is
          hereby deleted in its entirely and the following provision is
          substituted in its place: "At Closing, Seller shall credit Purchaser
          in the sum of Seven Million and no/100 Dollars ($7,000,000.00) as and
          for the estimated amount of prepayment penalty which will be due and
          payable to Seller's existing lender (the "Prepayment Credit"). Payment
          of the Prepayment Credit by Seller to Purchaser shall forever release
          Seller for any payment responsibility therefor."

     4.   The sixteenth (16th) paragraph of the Fayette Contract Amendment is
          hereby deleted in its entirely and the following provision is
          substituted in its place: "At Closing, Seller shall credit Purchaser
          in the sum of Five Million Eighty-



Fayette I and II
Contract Amendment

          seven Thousand and no/100 Dollars ($5,087,000.00) as and for the
          amount of forward loan commitment fee payable by Purchaser to
          Purchaser's lender."

     5.   Seller and Purchaser hereby agree that the purchase and sale of the
          Fayette I and II Property shall be accomplished by: (i) FQPI
          conveying its fee interest to Inland Southeast Fayette I and II, a
          Delaware limited liability company (the "LLC") with Thomas as the
          managing member thereof and the owner of a fifty-one percent (51%)
          member interest, and FQPI the owner of a forty-nine percent (49%)
          member interest, and (ii) FQPI initially selling and conveying
          ninety-nine percent (99%) of its forty-nine percent (49%) member
          interest in and to the LLC to Inland Retail Real Estate Limited
          Partnership (IRRELP), (iii) Thomas thereafter conveying his fifty-one
          percent (51%) member interest in and to the LLC to IRRELP, and (iv)
          FQPI thereafter conveying its remaining one percent (1%) interest of
          its forty-nine percent (49%) interest in and to the LLC to IRRELP.

     6.   Except as modified by this Amendment, the Contract shall remain
          unmodified and in full force and effect.

     7.   This Amendment may be executed in one or more counterparts, each of
          which shall constitute an original and all of which taken together
          shall constitute one agreement. Each person executing this Amendment
          represents that such person has full authority and legal power to do
          so and bind the party on whose behalf he or she has executed this
          Amendment. Any counterpart to this Amendment may be executed by
          facsimile copy and shall be binding on the parties.

IN WITNESS WHEREOF, Purchaser and Seller do hereby execute this Agreement as of
the date first written above.


    PLEASE SEE FOLLOWING PAGE FOR SIGNATURES

                                        2


Fayette I and II
Contract Amendment


                                          SELLER:

                                          THOMAS ENTERPRISES, INC.

                                          By:  /s/ Stanley E. Thomas
                                              --------------------------------
                                          Name:  Stanley E. Thomas
                                                ------------------------------
                                          Its:   President
                                               -------------------------------


                                          FOURTH QUARTER PROPERTIES I, INC.

                                          By:  /s/  Stanley E. Thomas
                                              --------------------------------
                                          Name:   Stanley E. Thomas
                                                ------------------------------
                                          As Its: President
                                                 -----------------------------

                                          /s/ Stan Thomas
                                          ------------------------------------
                                          Stan Thomas, Individually


                                          PURCHASER:

                                          INLAND REAL ESTATE ACQUISITIONS, INC.,
                                          an Illinois corporation

                                          By:  /s/ G. Joseph Cosenza
                                              --------------------------------
                                               G. Joseph Cosenza, President

Amendment to Contract

                                        3


                                FAYETTE PAVILION
                               PHASES I, II & III
                                    AMENDMENT

     This FAYETTE Pavillion, Fayetteville, Georgia Amendment ("FAYETTE
Amendment") by and among Thomas Enterprises, Inc., ("Thomas"), Fourth Quarter
Properties, I, Inc. and Fourth Quarter Properties XII, LLC (collectively,
"Seller") and Inland Real Estate Acquisitions, Inc., or its nominee,
("Purchaser") amends and modifies that certain agreement, (the "Agreement")
dated November 29, 2001, and accepted on November 30, 2001, (the "Agreement") as
amended by the Newnan Pavilion Amendment on December 6, 2001, by Thomas and the
owners of the original properties (the "Original Properties") as described as
Property 2 and Properties 4-10 in the Agreement, and as further amended on April
8, 2003 for the Barrett, Heritage, and Hiram properties.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase the
FAYETTE Pavilion, Phase I, II & III Shoping Center containing approximately
1,414,608 sq. ft. located in Fayetteville, Georgia (the "FAYETTE Property"),
described on the Site Plan attached hereto as Exhibit A-14 and containing the
leases listed on Exhibit B-14 attached hereto for a purchase price of
$176,5?5,1?5 and otherwise in accordance with the terms of the Agreement.
Accordingly, the Purchase Price set forth in Paragraph 1 of the Agreement is
hereby changed from $277,031,590, as amended to $316,314,590 as further amended
to $481,759,402 and now to $658,294,537. The closing date for the Fayette
Properties shall be on or before July 15, 2003 for Phase III, and on or before
July 30, 2003 for Phase I & II, and the order of closing set forth in Paragraph
21 of the Agreement is amended to add the FAYETTE Pavilion Properties after the
closings of all of the Original Properties, and the Newnan Property, except for
those earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the FAYETTE
Properties in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the FAYETTE Properties. Likewise, all of
Purchaser's rights of inspection, representations, warranties, obligations and
indemnities under the Agreement shall apply to the FAYETTE Properties in the
same manner as applied to the Original Properties, including Newnan. All
conditions and contingencies to Purchaser's rights and obligations to purchase
the Original Properties, including Newnan, shall apply to the the FAYETTE
Properties.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this the FAYETTE Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the the
     FAYETTE Properties (Exhibit B-14), in both paragraphs thereof.

     The Capitalization Rate applicable to the FAYETTE Properties is 7.6192%,
and the Purchase Price will be decreased or increased at the closing in
accordance with the terms of the first paragraph of Exhibit D as amended hereto
for the the FAYETTE Properties. For eighteen (18) months following the closing
of the the FAYETTE Properties, Purchaser will pay an amount to Seller for new
tenants of build-out vacant space in accordance with the second paragraph of
Exhibit D.

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the the
FAYETTE Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE.

     IN THE AGREEMENT PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM FROM
     3 YEARS TO 5 YEARS AND SHALL INCLUDE THE FAYETTE PROPERTIES.

     FAYETTE Phase III shall close on or before July 15, 2003, and Phases I & II
     shall close on or before July 30, 2003

     FAYETTE Phase III shall be an all cash transaction.

     FAYETTE Phase I & II, Purchaser will purchase subject to an existing first
     mortgage (SUBJECT TO LENDER'S APPROVAL) in the approximate amount of
     $47,694,37, with Seller paying all lender fees and costs.

     At closing, Seller shall place in Purchaser's escrow, the total pre-payment
     penalty expected to be required in December, 2004, at the time of the
     payoff of the existing financing. Said calculation for the pre-payment
     penalty shall utilize as it's basis, the appropriate treasury rate, (one
     day before the FAYETTE closing) for the period commencing December, 2004
     through the end of the term of the existing first mortgage. That amount is
     expected to be approximately $7,000,000. It is understood that at the time
     that the existing first mortgage is paid off, if the pre-payment penalty is
     less than the amount escrowed, then the Seller shall receive any balance
     left in the escrow, including interest, after the full pre-payment penalty
     is paid, and likewise, if the pre-payment penalty is in excess of the
     amount Seller originally escrowed with Purchaser, then Thomas Enterprises,
     Inc., shall be liable and pay the difference required at the time of the
     payoff.

     In addition, Seller will place in Purchaser's escrow at closing, the entire
     amount of Principal Payments from the day of closing through December 2004,
     that would be required by the existing first mortgagee, Purchaser, on a
     monthly basis, can draw from that escrow the amount required to pay the
     Principal each month. At the time of the payoff of the existing first
     mortgage, Purchaser will reimburse Seller for the amount of this escrow AND
     ALL ACCRUED INTEREST.

     At the initial closing, Seller shall pay to Purchaser's lender, the total
     amount of the forward commitment fee required in order to refinance the
     existing first mortgage in December of 2004. This amount is expected to be
     approximately $2,100,000 to $2,300,000.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ON EXHIBIT D OF THE
     AGREEMENT WITH REGARDS TO THE RETAIL SPACE FORMERLY OCCUPIED BY DECOR
     CONTAINING APPROXIMATELY 75,625 SQ. FT. SELLER SHALL HAVE 24 MONTHS FOR
     THIS SPACE FOR AND EARNOUT.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                             
PURCHASER:                     SELLER:                             SELLER:

INLAND REAL ESTATE             THOMAS ENTERPRISES, INC.            FAYETTE Pavilion Phase III
ACQUISITION, INC
or its Nominee                 By:   /s/ Stan Thomas               FOURTH QUARTER PROPERTIES XII, LLC
                                   ----------------------------
By:   /s/ G. Joseph Cosenza    Its:  President                     By:  /s/ Stan Thomas
    ------------------------        ----------------------------      -------------------------------
Its:   President               Date:   6/26/03                     Its:  President
     -----------------------         ---------------------------        ------------------------------
Date:   June 24, 2003                                              Date:  6/26/03
      ----------------------                                             ------------------------------

                               SELLER:

                               FAYETTE Pavilion Phases I & II

                               FOURTH QUARTER PROPERTIES I, INC.

                               By:   /s/ Stan Thomas
                                   ----------------------------
                               Its:  Manager
                                    ---------------------------
                               Date:   6/26/03
                                     --------------------------





                                  EXHIBIT A-14

                                    [GRAPHIC]



                    BARRETT PAVILION, PHASE I, II, III & IV.
                                HERITAGE PAVILION
                           HIRAM PAVILION PHASE I & II
                                    AMENDMENT

     This Barrett Pavilion, Phase I, II, III & IV and Heritage Pavilion and
Hiram Pavilion Phase I & II Amendment ("Barrett, Heritage, Hiram Amendment") by
and among Thomas Enterprises, Inc., ("Thomas"), Barrett Pavilion Company, Inc.,
Fourth Quarter Properties VIII, Inc., Fourth Quarter Properties, Inc., Fourth
Quarter Properties, XXI, L.L.C. and Fourth Quarter Properties, XXXVII, L.L.C.
(collectively, "Seller") and Inland Real Estate Acquisitions, Inc., or its
nominee, ("Purchaser") amends and modifies that certain agreement, (the
"Agreement") dated November 29, 2001, and accepted on November 30, 2001, (the
"Agreement") as amended by the Newnan Pavilion Amendment on December 6, 2001,
by Thomas and the owners of the original properties (the "Original Properties")
as described as Property 2 and Properties 4-10 in the Agreement.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase those
certain shopping center properties containing approximately 460,555 sq. ft.
located in Kennesaw, Georgia (the "Barrett Property"), 262,988 sq. ft. located
in Smyna, GA (the "Heritage Property") and ?67,407 sq. ft. located in Hiram, GA
(the "Hiram Property") described on the Site Plans attached hereto as Exhibit
A-11, A-12 and A-13 and containing the leases listed on Exhibit B-11, B-12 and
B-13 attached hereto for a purchase price of $80,000,000 for Barrett and
$39,986,612 for Heritage and $45,508,000 for Hiram (collectively $165,444,812)
and otherwise in accordance with the terms of the Agreement. Accordingly, the
Purchase Price set forth in Paragraph 1 of the Agreement is hereby changed from
$277,031,590, as amended to $316,314,590 and now to $481,759,402. The closing
date for the Barrett Property shall be on or before April 25, 2003 and for the
Heritage Property on or before May 15, 2003 and for the Hiram Property on or
before May 30, 2003, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Barrett, Heritage, and Hiram Properties after
the closings of all of the Original Properties, and the Newnan Property, except
for those earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Barrett,
Heritage, and Hiram Properties in the same manner as applied to the Original
Properties and all of Seller's representations, warranties, obligations and
indemnities under the Agreement shall also apply to the Barrett, Heritage, and
Hiram Properties. Likewise, all of Purchaser's rights of inspection,
representations, warranties, obligations and indemnities under the Agreement
shall apply to the Barrett, Heritage, and Hiram Properties in the same manner as
applied to the Original Properties, including Newnan. All conditions and
contingencies to Purchaser's rights and obligations to purchase the Original
Properties, including Newnan, shall apply to the Barrett, Heritage, and Hiram
Properties.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
     attached to this Barrett, Heritage, and Hiram Amendment.

     Exhibit D to the Agreement is hereby amended to add a reference to the
     Barrett, Heritage, and Hiram Properties (Exhibit B-11, B-12, and B-13) in
     both paragraphs thereof.

     The Capitalization Rate applicable to the Barrett Property is 8.2958%, and
to the Heritage Property is 8.1929%, and to the Hiram Property is 8.098% and the
Purchase Price will be decreased or increased at the closing in accordance with
the terms of the first paragraph of Exhibit D as amended hereto for the Barrett,
Heritage, and Hiram Properties. For eighteen (18) months following the closing
of the Barrett, Heritage, and Hiram Properties, Purchaser will pay an amount to
Seller for new tenants of build-out vacant space in accordance with the second
paragraph of Exhibit D (but in no event in an amount more than the amount for
the Barrett, Heritage, and Hiram Properties set forth in Paragraph 2 of the
Barrett, Heritage, and Hiram Amendment and as listed on Exhibit C).

     Purchaser's obligation to provide construction financing and pay earnout
amounts, as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Barrett, Heritage, and Hiram Properties.

     NOT WITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE ABOVE 3 PROPERTIES
     WILL: 1) NOT HAVE A MAXIMUM PURCHASE PRICE AS DEFINED IN THE AGREEMENT AND
     2) NOT BE PART OF THE MASTER FUND AGREEMENT.

     THE GENERAL ADDENDUM IN THE AGREEMENT HAVING TO DO WITH NEW CONSTRUCTION
     SHALL BE APPLICABLE TO HIRAM.

     THE PARAGRAPH IN THE AGREEMENT HAVING TO DO WITH THE FIRST RIGHT OF REFUSAL
     ON HIRAM IS HEREBY DELETED.

     IN THE AGREEMENT PARAGRAPH 20, IS HEREBY AMENDED TO INCREASE THE TERM FROM
     3 YEARS TO 5 YEARS AND SHALL INCLUDE BARRETT, HERITAGE AND HIRAM.

     IN HIRAM THE ONLY OUTLET INCLUDED IS O'CHARLEY'S.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

                                                             
PURCHASER:                     SELLER:                             HERITAGE SELLER:

INLAND REAL ESTATE             THOMAS ENTERPRISES, INC.            FOURTH QUARTER PROPERTIES, INC.
ACQUISITION, INC
or its Nominee                 By:   /s/ Stan Thomas               By:  /s/ Stan Thomas
                                   ----------------------------       -----------------------------
By:   /s/ G. Joseph Cosenza    Its:  President                     Its:  President
    ------------------------        ----------------------------       ----------------------------
Its:   President               Date:   4/8/03                      Date: 4/8/03
     -----------------------         ---------------------------        ---------------------------
Date:   4/8/03
      ----------------------

                               BARRETT SELLER:                     HIRAM SELLER:

                               BARRETT PAVILION COMPANY, INC.      FOURTH QUARTER PROPERTIES, XXI, L.L.C. AND

                               FOURTH QUARTER PROPERTIES VIII,     FOURTH QUARTER PROPERTIES, XXXVII.
                                 INC.

                               By:   /s/ Stan Thomas               By:   /s/ Stan Thomas
                                   ----------------------------        ----------------------------
                               Its:  Manager                       Its:  Manager
                                    ---------------------------         ---------------------------
                               Date:   4/8/03                      Date:   4/8/03
                                     --------------------------          --------------------------





                                   "EXHIBIT C"

                                            AMENDED 12/3/01      FURTHER AMENDED
                                            REVISED 11/28/01         4/3/03



                                                                                     NEW          DEC. '01     JAN. '02
                         Estimated         ORIGINAL      NEW        ORIGINAL        TOTAL         CLOSING       CLOSING
   PROPERTY            Closing Dates        SQ. FT.    SQ. FT.       PRICE          PRICE          PRICE         PRICE
- ------------------------------------------------------------------------------------------------------------------------
                                                                                         
1  Barrett                                        0          0   $           0  $           0  $           0  $        0

2  Venture        Est. 12/21/2001           334,620    334,620   $  25,862,205  $  28,314,769  $  28,314,789
   Duluth, GA

3  Hiram                                          0          0   $           0  $           0  $           0  $        0

4  Douglas        Est. 12/14/2001           267,764    267,764   $  27,159,610  $  27,159,610  $  27,159,610
   Douglasville,
   GA

5  Southlake      Est. 12/28/2001           507,748    523,848   $  61,275,188  $  65,897,803  $  65,897,803
   Morrow, GA

6  Turkey         Est. Ph. I:
   Knoxville, TN  12/28/2001 - 1/11/2002
                  Est. Ph. II:
                  04/30/2002 - 09/30/2002   239,260    272,800   $  29,123,691  $  32,611,779  $  22,039,091

7  Westside       Est. 04/30-09/30/2002     497,661    504,364   $  55,835,571  $  56,056,735
   Huntsville, AL                                                -------------  -------------

         SUBTOTAL                                                $ 199,256,265  $ 208,040,716

8  Fayetteville   Est. 12/28/2001 -
   Fayetteville,  1/11/2002                            271,859                  $  28,982,874  $  28,982,874
   NC

9  Sarasota       Est. 12/28/2001 -
   Sarasota, FL   1/25/2002                            323,519                  $  40,008,000  $  40,008,000

            TOTAL                         1,847,053  2,498,774   $ 199,258,265  $ 277,031,590  $ 210,402,167  $        0

                                                       481,004                     39,283,000
10 Newnan          Est. February 28, 2002            ---------                  -------------                  Feb. 28
                                                     2,979,778                    316,314,590                 39,283,000

11 Barrett             April 25, 2003             -    460,555               -  $  80,000,000              -           -

12 Heritage             May 15, 2003              -    262,933               -  $  39,936,612              -           -

13 Hiram                May 30, 2003              -    367,407               -  $  45,508,000              -           -

                                                     4,070,673                    481,759,402


                        APRIL '02        JULY '02   SEPT. '02
                         CLOSING          CLOSING    CLOSING
   PROPERTY               PRICE           PRICE       PRICE
- -------------------------------------------------------------
                                           
1  Barrett             $          0      $      0   $       0

2  Venture
   Duluth, GA

3  Hiram               $          0      $      0   $       0

4  Douglas
   Douglasville,
   GA

5  Southlake           construction
   Morrow, GA         loan or earnout

6  Turkey           Commit to Purchase
   Knoxville, TN       $ 10,572,688

7  Westside         Commit to Purchase
   Huntsville, AL      $ 56,056,735

         SUBTOTAL

8  Fayetteville
   Fayetteville,
   NC

9  Sarasota
   Sarasota, FL

            TOTAL      $ 66,629,423      $      0   $       0

10 Newnan

11 Barrett                        -             -           -

12 Heritage                       -             -           -

13 Hiram                          -             -           -




                                 "EXHIBIT A-11"

                                    [GRAPHIC]



                                 "EXHIBIT A-12"

                                    [GRAPHIC]



                                 "EXHIBIT A-13"

                                    [GRAPHIC]



                                                                        4/3/2003
                                  EXHIBIT B-11
                      BARRETT PAVILION - KENNESAW, GEORGIA



                                                                                                    LEASE             LEASE
                                                                     ANNUAL          RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                               S.F.      BASE RENT    PER SQ. FOOT        DATE              DATE
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Shadow Anchored by a 117,000 SF Target

                 PHASE I & II

Media Play (Best Buy)                                    49,412     439,767.00   $       8.90     October-94        January-15
Old Navy                                                 20,000     270,000.00   $      13.50     February-95       February-05
The School Box                                           36,531     310,514.00   $       8.50     January-00        January-05
Goody's                                                  35,573     355,730.00   $      10.00       May-96            May-11
Shoe Carnival                                            10,000     131,400.00   $      13.14     October-94        January-05
Goody's Expansion                                         9,735      97,350.00   $      10.00       May-01            May-11
Ulta III                                                  8,784     114,192.00   $      13.00     November-94       November-04

                  PHASE III

JoAnn's                                                  46,000     425,500.00   $       9.25       May-00          January-11
AMC Theater                                              94,774   2,723,805.00   $      28.74       July-99           June-19
Golfsmith                                                26,021     299,242.00   $      11.50       July-98           July-13
Terri's Furnishings (25 Stores)                          18,000     171,000.00   $       9.50       May-00           March-10
Bailey's Pub                                             10,500     178,710.00   $      17.02     February-02       November-11
The Melting Pot                                           4,500      76,500.00   $      17.00       May-02           April-12
TED'S MONTANNA GRILL (EARNOUT)                            3,600      57,600.00   $      16.00       MAY-03          NOVEMBER-07
PIZZA PARLOR (EARNOUT)                                    2,825      47,600.00   $      16.85
MARBLE SLAB (EARNOUT)                                     1,400      25,200.00   $      18.00       MAY-03          NOVEMBER-07

                  PHASE IV

HOME GOODS (TJX) (OPENED)                                25,000     262,500.00   $      10.50      APRIL-03         JANUARY-13
Landry's                                                  9,900      95,000.00   $       9.60       June-99           May-14
H.H.GREGG (OPENED)                                       30,000     300,000.00   $      10.00      APRIL-03         JANUARY-18
AMBUSH (LEASED)                                          12,000     162,000.00   $      13.50       JULY-03         JANUARY-08
Rafferty's                                                6,000      93,000.00   $      15.50       July-99          *July-09
TOTALS                                                  460,555   6,636,610.00




                                                                        4/3/2003
                                  EXHIBIT B-12
                       HERITAGE PAVILION - SMYRNA, GEORGIA



                                                                                                    LEASE             LEASE
                                                                     ANNUAL          RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                               S.F.      BASE RENT    PER SQ. FOOT        DATE              DATE
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
PetSmart                                                 25,589     339,310.00   $      13.26    September-95       January-16
TJ Maxx                                                  50,401     428,409.00   $       8.50      August-00         August-10
Media Play (Best Buy)                                    48,729     487,292.00   $      10.00      August-95        January-16
Marshall's                                               30,688     345,240.00   $      11.25     October-95        January-11
Hifi Buys (Tweeter)                                      20,072     366,314.00   $      18.25    September-95      September-10
Cost Plus                                                18,750     384,375.00   $      20.50     October-95        October-10
Michael's                                                17,020     280,830.00   $      16.50     October-95        January-11
Rhodes                                                   42,934     472,274.00   $      11.00      August-95         August-15
Ulta III                                                  8,750     148,750.00   $      17.00    September-95      September-05
ATM                                                                  19,200.00                    November-02       November-07
TOTALS                                                  262,933   3,271,994.00




                                                                        4/3/2003
                                  EXHIBIT B-13
                        HIRAM PAVILION - HIRAM, PAVILION



                                                                                                    LEASE             LEASE
                                                                     ANNUAL          RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                               S.F.      BASE RENT    PER SQ. FOOT        DATE              DATE
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
SHADOW ANCHORED BY SUPER TARGET,
 SAM'S CLUB & HOME DEPOT

                    PHASE I

Kohl's (Ground Lease)                                    86,584     359,324.00   $       4.15      March-01         January-22
Ross                                                     30,187     316,964.00   $      10.50     December-01       January-12
Famous Footwear                                          12,000     162,000.00   $      13.50     November-01       January-12
KB Toys                                                   5,000      70,000.00   $      14.00       May-02            May-07
Hibbett's                                                 5,000      70,000.00   $      14.00     January-03        January-08
Atlanta Bread                                             4,500      81,000.00   $      18.00      April-02          April-12
Washington Mutual                                         3,750      75,000.00   $      20.00       July-02           July-07
Payless Shoesource                                        2,800      47,600.00   $      17.00      March-02          March-12
Electronic Boutique                                       1,800      30,600.00   $      17.00     November-02       November-07
Sally Beauty                                              1,500      26,250.00   $      17.50     February-02       January-07
Fantastic Sam's                                           1,400      24,150.00   $      17.25      March-02          March-07
Goody's                                                  40,000     360,000.00   $       9.00      August-01         August-16
Vacant Shops (Under Negotiation)                          8,400     117,600.00   $      14.00     January-03        January-08
O'Charley's (Ground Lease)                                7,000      70,000.00   $      10.00      March-02          March-17
Mattress Firm                                             4,000      73,200.00   $      18.30      August-02         March-12
Vacant (Under Negotiation)                                3,000      58,500.00   $      19.50       June-03         January-08
Lemstone                                                  2,500      41,250.00   $      16.50     December-01       December-06
Vacant (Under Negotiation)                                2,400      38,400.00   $      16.00       June-03         January-08
Johnny's Ny Pizza                                         2,300      40,250.00   $      17.50     February-02       February-07
Vacant (Under Negotiation)                                2,100      37,800.00   $      18.00       June-03         January-08
Collins Jewelry                                           1,600      28,800.00   $      18.00       July-02           July-07
Regal Nails                                               1,400      27,300.00   $      19.50      August-02         August-07
Southeast Wireless                                        1,400      25,200.00   $      18.00      August-02         August-07
Herb & Vitamin Depot                                      1,200      19,200.00   $      16.00     October-02        November-07
Planet Smoothie                                           1,200      21,600.00   $      18.00       July-02           July-07

                   PHASE II

Marshall's                                               30,000     225,000.00   $       7.50     November-01       January-12
Linens N Things (Not Built/Earnout)                      28,000     308,000.00   $      11.00    September-03        April-17
Michael's                                                24,000     237,600.00   $       9.90     January-03        January-13
Petsmart                                                 15,336     164,862.00   $      10.75     January-03        January-18
Pier 1                                                   10,000     147,500.00   $      14.75     February-03        April-13
Dollar Tree                                              10,000     100,000.00   $      10.00     October-02        November-07
Rack Room                                                 8,050     128,800.00   $      16.00      August-02        January-10
Vacant Shops (Under Negotiation)                          5,000      87,500.00   $      17.50       June-03          April-08
Tequila Mexican Restaurant                                4,000      64,000.00   $      16.00       June-03          April-08
Totals                                                  367,407   3,685,250.00




[INLAND LOGO]

Inland Real Estate Acquisitions, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60573
630-218-8000


                                                               December 11, 2001


Mr. Stan Thomas
Thomas Enterprises, Inc.
300 Village Green Circle, Suite 200
Smyrna, GA 30080

Dear Stan:

I think it is probably smart that we execute an extension that we talked about
on the closing of Douglasville and Venture, which shall amend our Agreement. It
is understood and agreed that the Douglasville closing originally scheduled for
December 14, 2001 has now been extended to December 20th. In addition, we will
attempt to close Venture Pointe on Thursday, December 20th. However, we agree
that both closings can occur on Friday December 21, 2001 by 12:00pm E.S.T.,
according to the terms of the Agreement, if we do not succeed in closing these
properties on December 20, 2001.

                                           Sincerely,

Accepted and Agreed:                       INLAND REAL ESTATE ACQUISITIONS, INC.
Thomas Enterprises, Inc.


By /s/ Stan Thomas                         /s/ G. Joseph Cosenza
   --------------------                    G. Joseph Cosenza
   Stan Thomas                             President
   President

Date: 12/12/01
     -------------

dh

                                                                       [GRAPHIC]

                            WE'RE BUYING REAL ESTATE



                            NEWNAN PAVILION AMENDMENT

     This Newnan Pavilion Amendment ("Amendment") by and between Thomas
Enterprises, Inc., ("Thomas") and FOURTH QUARTER PROPERTIES XVII, L.L.C.
(collectively, "Seller") and Inland Real Estate Acquisitions, Inc., or its
nominee, ("Purchaser") amends and modifies that certain agreement (the
"Agreement") dated November 29, 2001, and accepted on November 30, 2001, by
Thomas and the owners of the original properties (the "Original Properties") as
described as Property 2 and Properties 4-9 in the Agreement.

     Seller hereby agrees to sell and Purchaser hereby agrees to purchase that
certain shopping center property containing approximately 481,004 square feet
located in Newnan, Georgia (the "Newnan Property") described on the Site Plan
attached hereto as Exhibit A-10 and containing the leases listed on Exhibit B-10
attached hereto for a purchase price of $39,283,000 and otherwise in accordance
with the terms of the Agreement. Accordingly, the Purchase Price set forth in
Paragraph 1 of the Agreement is hereby changed from $277,031,590 to
$316,314,590. The closing date for the Newnan Property shall be on or before
February 28, 2002, and the order of closing set forth in Paragraph 21 of the
Agreement is amended to add the Newnan Property after the closings of all of the
Original Properties except for Turkey Creek Phase II, Westside Centre Shopping
Center and the earnouts described in Exhibit D to the Agreement.

     All of the provisions of the Agreement requiring Seller to deliver title,
survey, certificates of occupancy, leases, estoppel certificates and all other
due diligence deliveries and closing documents shall apply to the Newnan
Property in the same manner as applied to the Original Properties and all of
Seller's representations, warranties, obligations and indemnities under the
Agreement shall also apply to the Newnan Property. Likewise, all of Purchaser's
rights of inspection, representations, warranties, obligations and indemnities
under the Agreement shall apply to the Newnan Property in the same manner as
applied to the Original Properties. All conditions and contingencies to
Purchaser's rights and obligations to purchase the Original Properties shall
apply to the Newnan Property. But not withstanding the foregoing. Thomas and
Seller disclose that the Home Depot Ground Lease is subject to purchase right as
set forth in such Ground Lease, and parties agree that the representations and
warranties in the agreement are revised accordingly.

     Exhibit C to the Agreement is hereby amended by the changes to Exhibit C
attached to this Amendment.

     Exhibit D to the Agreement is hereby amended to add for all cases in which
Exhibits B referenced (including [ILLEGIBLE] the [ILLEGIBLE] Exhibits B-7 and
[ILLEGIBLE]) reference to the Newnan Property (Exhibit B-10) in both paragraphs
thereof.

     The Capitalization Rate applicable to the Newnan Property is 9.9312% and
the Purchase Price will be decreased or increased at the closing in accordance
with the terms of the first paragraph of Exhibit D of the Newnan Property. For
eighteen (18) months following the closing of the Newnan Property, Purchaser
will pay an amount to Seller for new tenants of build-out vacant space in
accordance with the second paragraph of Exhibit D (but in no event in an amount
more than the amount for the Newnan Property set forth in Paragraph 1 of the
Agreement and as listed on Exhibit C).

     Purchaser's obligation to provide construction financing and pay earnout
amounts as set forth and pursuant to the terms of the first paragraph of the
General Addendum shall be extended and apply to any unbuilt portion of the
Newnan Property.

     Except as modified hereby, the Agreement shall remain in full force and
effect in accordance with its terms and all terms used in the Amendment and not
otherwise expressly defined herein shall have the same meanings as defined in
the Agreement.

SELLER:                                    PURCHASER:

INLAND REAL ESTATE                         THOMAS ENTERPRISES, INC.
  ACQUISITIONS, INC., or its Nominee


By:   /s/ G. Joseph Cosenza                By:   /s/ Stan Thomas
    -------------------------                  -------------------------
Its:    President                          Its:    President
     ------------------------                   ------------------------
Date:    12/6/01                           Date:   12/6/01
      -----------------------                    -----------------------


                                           Fourth Quarter Prop. XVII. L.L.C.

                                           By:   /s/ Stan Thomas
                                               -------------------------
                                           Its:    Manager
                                                ------------------------
                                           Date:    12/6/01
                                                 -----------------------



                                  EXHIBIT A-10

                                    [GRAPHIC]



                                 NEWNAN PAVILION

                                  EXHIBIT B-10



                                                                                                    LEASE             LEASE
                                                                     ANNUAL          RENT        COMMENCEMENT       EXPIRATION
                    TENANTS                             S.F.        BASE RENT     PER SQ.FOOT        DATE              DATE
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                     

A   Home Depot           GL                             130,000     208,000.00   $       1.?0
A   Kohl's              GL                               86,584     432,920.00   $       5.00
    Kaufman [ILLEGIBLE]                                   6,600     121,843.00   $      18.71
A   Office Max                                           23,500     235,000.00   $      10.00
    Retail (Vacant?)      Not In                         1?,000     156,000.00   $       9.75
A   PETsMART                                             26,263     2?8,8?1.00   $       ?.85
A   Goody's                                              27,?00     258,075.00   $       ?.25
A   Goody's expansion                                    13,131     121,462.00   $       ?.25
    Shoe Carnival                                        10,000     125,000.00   $      12.50
    Dress Barn                                            9,000     126,000.00   $      14.00
    Bath & Body          Not In                           3,600      66,600.00   $      18.50
    Famous Footwear                                       ?,?00      6?,750.00   $      12.60
    CICI's Pizza         Not In                           ?,500      54,800.00   $       ?.93
    Hancock Fabrics       Not In                         10,000      82,500.00   $       8.25
    Parable Christian                                     6,000      93,000.00   $      15.?0
    Retail                                                5,000      70,000.00   $      14.00
A   Circuit City                                         32,008     ?94,872.00   $      12.00
    Retail                                                3,200      44,800.00   $      14.00
A   Ro?e                  Not In                         30,000     316,000.00   $      10.50
    KayBee Toys           Not In                          6,000      70,000.00   $      14.00
    Powertel                                              3,600      65,988.00   $      18.33
    Great Clips                                           1,200      22,500.00   $      18.75
    The School Box                                        4,800      7?,200.00   $      18.50
    Mattress King                                         6,400      ?9,280.00   $      13.?5
    Top Na?l                                              1,200      23,400.00   $      1?.60
    North GA [ILLEGIBLE]                                  2,400      45,800.00   $      1?.00
    Perfume Depot                                         1,820      33,215.00   $      1?.25
    LaGrange Furniture                                    2,800      44,800.00   $      16.00
    Advance America                                        1200      21,000.00   $      17.50
    Bank of America AIM     GL                                       17,?00.00
    Ruby Tuesday            GL                                       75,000.00
    Longh?m                 GL                                       81,000.00
                     Total                              401,004      3,901,296




                                                                 AMENDED 12/3/01
                                 "EXHIBIT C"                    REVISED 11/28/01



                                                                                  NEW         DEC. '01    JAN. '02
                         Estimated         ORIGINAL     NEW       ORIGINAL       TOTAL        CLOSING      CLOSING
   PROPERTY            Closing Dates        SQ. FT.   SQ. FT.      PRICE         PRICE         PRICE        PRICE
- -------------------------------------------------------------------------------------------------------------------
                                                                                    
1  Barrett                                     0         0     $           0 $           0 $           0 $        0

2  Venture        Est. 12/21/2001           33?.?20   334,?20  $  25,862,205 $  26,?14,76? $  2?,314,789
   Duluth, GA

3  Hiram                                       0         0     $           0 $           0 $           0 $        0

4  Douglas        Est. 12/14/2001           2?7,7?4   ?67,7?   $  27,1?9,610 $  27,1? ,?10 $  27,15?,?10
   Douglasville,
   GA

5  Southlake      Est. 12/2?/2001           507,748   523,848  $  61,275,18? $  65,897,?0? $  ?5,897,80?
   Morrow, GA

6  Turkey         Est. P?. ?: 12/2?/2001    239,2?0   272,?00  $  29,123,6?1 $  32,?11,779 $  22,039,0?1
   Knoxville, TN  - 1/11/2002
                  Est. P?. ??:??/??/2002
                  -  ?/30/2002

7  Westside       Est. 04/20-09/?0/2002     4?7,661   504,364  $  55,8?5,571 $   ?,056,73?
   Huntsville, AL                                              ------------- -------------

         Subtotal                                              $ 1??,256,265 $ 20?,040,71?

8  Fayetteville   Est. 12/26/2001                     271,?59                $  28, ?2,874 $  2?,9?2,?74
   Fayetteville,  - 1/11/2002
   NC

9  Sarasota       Est. 12/26/2001                     323,519                $  40,00?,000 $  40,  ?,000
   Sarasota, FL   - 1/25/2002

            TOTAL                         1,?47,053 2,498,774  $ 1??,25?,2?? $ 277,0?1,590 $ 210,402,1?7 $        0

                                                      4??,???                   3?,283,000
10 Newnan         Est. February 28, 2002            ---------                -------------               Feb. 28
                                                      2??,???                  31?,314,5?0               39,???,000


                        APRIL '02        JULY '02   SEPT. '02
                         CLOSING          CLOSING    CLOSING
   PROPERTY               PRICE            PRICE      PRICE
- -------------------------------------------------------------
                                              
1  Barrett                 $ 0             $ 0         $ 0

2  Venture
   Duluth, GA

3  Hiram                   $ 0             $ 0         $ 0

4  Douglas
   Douglasville,
   GA

5  Southlake       [ILLEGIBLE]
   Morrow, GA

6  Turkey          [ILLEGIBLE] Purchase
   Knoxville, TN
                       $10,572,688


7  Westside        [ILLEGIBLE] Purchase
   Huntsville, AL      $58,055,735

         Subtotal

8  Fayetteville
   Fayetteville,
   NC

9  Sarasota
   Sarasota, FL

            TOTAL      $??,?2?,423         $ 0         $ 0

10 Newnan




[INLAND(R) LOGO]

   Inland Real Estate Acquisitions, Inc.
   2901 Butterfield Road
   Oak Brook, Illinois 60523
   630-218-8000

                                November 30, 2001

Mr. Stan Thomas
Thomas Enterprises
300 Village Green Circle, Suite 200
Smyrna, GA 30080


Dear Stan:

It is understood by Inland that on Turkey Creek Phase II and Huntsville, the
closings could occur at any time between April 1, 2002 through September 30,
2002.

In Paragraph 14 of the Agreement, you shall have 5-days from today to complete
Exhibit E. Furthermore, Thomas Enterprises, Inc., has agreed to indemnify
purchaser on any threatened or pending litigation that is set forth on
Exhibit E.

In Paragraph 18 of the Agreement, it is understood and agreed that the Surveyor
only has to show utility lines to the extent they are visible or can be
established by existing plans and specifications.

As you know, I need an audit on each of the properties I purchase. It is
probably unlikely that my Auditors, KPMG could accomplish this before any of the
closings (although they may try on one or two of them). Therefore, what I really
need now is for you to sign the audit letter that we have agreed to, so that the
auditors can accomplish their tasks after the closings.


                                           Sincerely,

                                           INLAND REAL ESTATE ACQUISITIONS, INC.


Accepted:
Thomas Enterprises, Inc.
                                           /s/ G. Joseph Cosenza
                                           G. Joseph Cosenza
                                           Vice Chairman

By: /s/ Stan Thomas
   ----------------------
Its: President

bap

[GRAPHIC]

                            WE'RE BUYING REAL ESTATE



[INLAND(R) LOGO]

[GRAPHIC]

   2901 Butterfield Road
   Oak Brook, Illinois 60523                                     REAL ESTATE
   630-218-8000                                             FOR THE NEXT CENTURY
                                                            REVISED
THOMAS ENTERPRISES, INC. (Seller)                           November 29, 2001
Attn: Stan Thomas
300 Village Green Circle - Suite 200
Smyrna, GA 30080
SEE ADDITIONAL SELLER'S ON SIGNATURE PAGE

PROPERTY 2: Venture Point Shopping Center
Located at Interstate 85 and Steve Reynolds Blvd., Duluth, GA., Containing
334,620 sq ft.

PROPERTY 4: Douglas Pavilion Shopping Center
Located at Douglas Blvd & Chapel Hill Road, Douglasville, GA., Containing
267,764 sq.ft.

PROPERTY 5: Southlake Pavilion Shopping Center, Phases III, IV & V
Located at 1900 Mt. Zion Road, Morrow, GA., Containing 523,848 sq.ft

PROPERTY 6: Turkey Creek Shopping Center
Located in Knoxville, TN., Containing 272,800 sq.ft. (see Exhibit C)

PROPERTY 7: Westside Centre Shopping Center
Located in Huntsville, AL., Containing 504,364 sq.ft.

PROPERTY 8: Fayetteville Pavilion Phase I and II
Located in Fayetteville, NC, Containing 271,859 sq.ft.

PROPERTY 9: Sarasota Pavilion Shopping Center
Located in Sarasota, FL, Containing 323,519 sq.ft.

Dear Stan:

     This letter represents this corporation's offer to purchase Property
2, 4, 5, 6, 7, 8 and 9 as stated above, consisting of a total of 2,498,774
net rentable square feet, located in Duluth, Douglasville and Morrow, GA.,
Knoxville, TN. and Huntsville, AL., Fayetteville, NC and Sarasota, FL (see
Exhibits A2, A4 - A9 attached).

     The above properties shall include all the land and buildings (excluding
all the buildings pertaining to ground leases) and common facilities, as well as
all personalty within the buildings and common areas, supplies, landscaping
equipment, and any other items presently used on the site and belonging to
owner.

     This corporation or its nominee will consummate this transaction on the
following basis:

     1.   The total aggregate purchase price for Property 2, 3, 4, 5, 6, 7, 8
          and 9 shall be $277,031,590.00, all cash, plus or minus prorations,
          with no mortgage contingencies, to be paid by wire transfer at CLOSING
          IN DECEMBER 2001, OR JANUARY 02, AS SET FORTH IN PARAGRAPH 21 AND
          APRIL 2002-SEPTEMBER 2002 (AS PROVIDED IN EXHIBIT C). With respect to
          Turkey Creek Phase II and the Westside Pavilion, closing shall occur
          IN APRIL 2002, OR, AT SELLER'S ELECTION, IN SEPTEMBER 2002, WITH THE
          BALANCE OF ANY PURCHASE PRICE TO BE PAID IN ACCORDANCE WITH EXHIBIT D,
          PROVIDED THE CLOSING SHALL NOT OCCUR PRIOR TO TEN (10) DAYS FOLLOWING
          COMPLETION OF CONSTRUCTION. (See Paragraphs 6 and 12 and Exhibit C)



PAGE 2

          Purchaser shall allocate the land, building and depreciable
          improvements prior to closing.

          The purchase price allocation for each property shall be: Venture
          Point $26,314,789.00, Douglasville Pavilion $27,159,610.00, Southlake
          Pavilion $65,897,803.00, Turkey Creek $32,611,779.00 (see Exhibit C),
          Westside Centre $56,056,735.00, Fayetteville Pavilion $28,982,874.00
          and Sarasota Pavilion $40,008,000.00.

          See Exhibit D for the future Purchase Price earnout formula.

     2.   There are no real estate brokerage commissions involved in this
          transaction. (Parties will make customary mutual indemnities at
          closing)

     3.   Seller represents and warrants that the above referenced properties
          are leased (or attempting to be leased to) to the tenants described on
          Exhibits B2, B4-B9 on triple net leases covering the buildings
          (except roof and structure) and all of the land, parking areas,
          reciprocal easements and REA agreements (if any), for the entire terms
          and option periods. Any concessions given to any tenants that extend
          beyond the closing day shall be settled at closing by Seller giving a
          full cash credit to Purchaser for any and all of those concessions.
          Seller will deliver copies of any new leases for the properties not
          listed on Exhibits B2, B4-B9, at least five days prior to closing.

     4.   Seller warrants and represents (to the best of Seller's knowledge)
          that the properties are free of violations, and the interior and
          exterior structures are in a good state of repair, free of leaks and
          structural problems, and the properties are in full compliance with
          Federal, State, City and County ordinances, environmental laws and
          concerns, and no one has a lease that exceeds the lease term stated in
          said leases, nor does anyone have an option or right of first refusal
          to purchase (and except for the fact that Linens' N Things has a first
          right of refusal if the property converts to condominiums) or extend
          (except such extensions provided in the leases), nor is there any
          contemplated condemnation of any part of the property, (except for
          approximately a half acre in Venture) nor are there any current or
          contemplated assessments. Seller will use its best efforts to obtain
          zoning letters for each property. Seller shall retain the title to the
          billboard on the Venture property along the Interstate and Purchaser
          shall grant an ingress and egress easement to such billboard.

     5.   Seller warrants and represents that the leases are triple net leases.

          Prior to closing, Seller shall not enter into or extend any agreements
          other than leases that can not be terminated at or prior to closing
          without Purchaser's approval and any contract presently in existence
          not accepted by Purchaser shall be terminated by Seller, WITH THE
          EXCEPTION OF THOSE CONTRACTS DESCRIBED IN SECTION 20. Any work
          presently in progress on the property shall be completed by Seller
          prior to closing, or shortly thereafter.

     6.   It is understood that the Seller, shall be liable and responsible at
          their sole cost and expense, to complete the construction of any work
          contracted for by any agreements executed prior to closing of the
          shopping centers and all of the land for which Purchaser is paying
          full price at closing. Upon completion of said construction, Seller
          shall be responsible for delivering final unconditional occupancy
          permits which shall be issued from the Cities of Duluth, Douglasville,
          and Morrow, GA, Knoxville, TN, Huntsville, AL, Fayetteville, NC and
          Sarasota, FL and/or any required governmental agencies for the
          shopping centers. Seller shall indemnify and warrants



[ILLEGIBLE]
PAGE 3

          and represents to Purchaser that Purchaser shall have no obligation
          whatsoever regarding the construction of the above Venture Point,
          Douglasville Pavilion, Southlake Pavilion, Turkey Creek, Westside
          Centre, Fayetteville Pavilion and Sarasota Pavilion shopping centers
          or placing the tenants into their rentable rental spaces.

          Said construction shall be completed in total in accordance with all
          the plans and specifications as accepted by the cities of Duluth,
          Douglasville, Morrow, GA, Knoxville, TN, Huntsville, AL, Fayetteville,
          NC and Sarasota, FL for the shopping centers. Completion shall be
          deemed to have occurred after the Seller delivers to Purchaser a final
          unconditional certificate of occupancies for each of the buildings, in
          each of the shopping centers, and certificates for the properties
          signed by the Seller that to the best of Seller's knowledge the
          construction of each of the shopping centers has been fully completed
          in accordance with the plans and specifications as agreed to by the
          Cities of Duluth, Douglasville, Morrow, GA, Knoxville, TN, Huntsville,
          AL, Fayetteville, NC and Sarasota, FL and all applicable governmental
          rules, ordinances, regulations and requirements have been satisfied,
          and each and every tenant, guarantor or subtenant has accepted their
          space "as is" and take total possession and commences full rental
          payments. Whether or not listed on any tenant's estoppel certificate,
          Seller represents and warrants that it shall remain solely liable for
          any and all "punch list" items that are raised by tenants within
          twelve (12) months of accepting their space and shall be solely liable
          for claims or requests made by tenants for the correction of defects,
          provided that such liability shall apply only to those defects that
          are covered by a third party warranty benefiting Seller that is in
          effect at the time of the submission of a claim by a tenant.
          Notwithstanding anything herein to the contrary, Seller shall retain
          those rights under all third party warranties that apply to such
          defects. In no event will Seller's obligations to repair defects
          hereunder extend beyond the remaining time for the applicable warranty
          period, which in no case may exceed one (1) year from the date of
          closing of the respective Property. In no event shall Seller have any
          liability for defects for tenant spaces older than one (1) year in any
          property. Seller hereby represents and warrants to reimburse Purchaser
          (to the extent of a claim by any tenant) and subject to the
          limitations set forth above until any dispute as to a punch list item
          or defect is resolved. Purchaser shall refund Seller to the extent
          such offset of rent is ultimately paid by such tenant to Purchaser.

          This Paragraph 6 is not contemplated to be a construction completion
          guarantee for the properties unless a prior agreement to construct is
          in existence.

     7.   Prior to closing Seller shall furnish Purchaser with estoppel letters
          acceptable to Purchaser from all tenants.

     8.   Seller is responsible for payment of any leasing brokerage fees or
          commissions which are due any leasing brokers for the existing leases
          stated above.

     9.   This offer is subject to Seller supplying to Purchaser prior to
          closing a certificate of insurance from the tenants and guarantors in
          the form and coverage required by the leases FOR THOSE LEASES THAT
          REQUIRE TENANTS AND GUARANTORS TO SUPPLY SELLER WITH SUCH
          CERTIFICATES.

     10.  Seller shall supply to Purchaser 10 days prior to each closing, and
          Seller shall pay for at each closing, a certificate which must be
          acceptable to Purchaser from a certified hygienist for environmental
          concerns that there is no asbestos, PCBs, or hazardous substance in
          the buildings and on the properties; in other words, a Level 1
          environmental audit (and Level 2 audit, if required).

     11.  The above sale of each of the real estate properties shall be
          consummated by conveyance of special or limited warranty deeds from
          Seller to Purchaser's designee, with the Seller paying any city,
          state, or county transfer taxes for the closing.



[ILLEGIBLE]
PAGE 4

     12.  The closings shall occur through Chicago Title & Trust Company, in
          Chicago, Illinois with Nancy Castro as Escrowee, according to the
          schedule described in Section 1 above, at which time title to the
          above properties shall be marketable; i.e., free and clear of all
          liens, encroachments and encumbrances.

          This offer is subject to Seller's delivering a customary Owner's
          affidavit and Purchaser being able to obtain an ALTA form B owner's
          title policies with complete extended coverage and required
          endorsements, waiving off all new construction, including (3.1 zoning
          including parking and loading docks, if available) and insuring all
          improvements as legally conforming uses and not as non-conforming or
          conditional uses, paid by Purchaser.

          All warranties and representations are true now and will be true at
          each closing and survive the closings for one (1) year.

          Each party shall be paid in cash their respective credits, including,
          but not limited to, security deposits, rent, (for those properties
          closing in December, rents as of December 1 AND FOR THOSE PROPERTIES
          CLOSING IN JANUARY, RENTS AS OF JANUARY 1ST) expenses with a proration
          of real estate taxes based on the most recent bill or latest
          assessment, or the estimated assessments for 2001 or 2002, AS
          APPLICABLE with a later reproration of taxes when the actual bills are
          received. At closing, no credit will be given to Sellers for any past
          due, unpaid or delinquent rents. Purchaser SHALL reimburse Seller to
          the extent such past due, unpaid, or delinquent rents OR ANY PAYMENTS
          FOR CAM, TAXES OR INSURANCE FOR PERIODS PRIOR TO CLOSING ARE
          SUBSEQUENTLY COLLECTED. NOTWITHSTANDING THE FOREGOING, SELLER
          REPRESENTS AND WARRANTS THAT IT SHALL BE SOLELY RESPONSIBLE FOR THE
          RECONCILIATION OF ALL CAM, TAX AND INSURANCE PAYMENTS BY ALL OF THE
          TENANTS FOR CALENDAR YEAR 2001.

     13.  Appraisals of each of the properties prepared by an MAI or other
          qualified appraiser, acceptable to Purchaser shall be delivered to
          Purchaser at closing at Purchaser's cost.

     14.  Seller represents and warrants that except as set forth on Exhibit E,
          Seller is not in default on any lease and there is no threatened or
          pending litigation.

     15.  Each party agrees to indemnify each other for any claim made by the
          Georgia, Tennessee, Alabama, North Carolina and Florida Departments of
          Revenue (or any applicable Taxing Authority) for any tax owed by such
          party but claimed from the other party, as a result of this sale.
          Seller warrants and represents that he has paid all unemployment taxes
          to date.

     16.  Prior to closing, Seller shall furnish to Purchaser copies of all
          guarantees and warranties, which Seller received from any and all
          contractors and sub-contractors pertaining to the properties. This
          offer is subject to Purchaser's satisfaction that all guarantees and
          warranties survive the closing and are assignable and transferable to
          any titleholder now and in the future, (provided they are assignable
          and transferable).

     17.  This offer is subject to the properties, other than Sarasota, being
          100% occupied at the time of closings, with all tenants (EXCEPT FOR
          ASHLEY'S AT VENTURE AND SOUTHLAKE), occupying their space, opened for
          business and paying full rent current as shown on Exhibit B attached.
          Full rent shall include CAM, taxes, and insurance. SHOULD ANY
          PROPERTIES OTHER THAN SARASOTA BE LESS THAN 100% OCCUPIED, WITH ALL
          TENANTS OPEN FOR BUSINESS (EXCEPT THAT ASHLEY'S AT VENTURE AND
          SOUTHLAKE ONLY NEED TO HAVE TAKEN POSSESSION OF THEIR LEASED PREMISES
          AND COMMENCED PAYING FULL RENT CURRENT) AND PAYING FULL RENT CURRENT
          AT THE TIME OF CLOSINGS THEN THE AMOUNT DUE AT CLOSINGS WILL BE
          ADJUSTED IN ACCORDANCE WITH EXHIBIT D. AT FAYETTEVILLE PAVILION,
          DELHAIZE SHALL BECOME THE GUARANTOR OF THE FOOD LION LEASE.



[ILLEGIBLE]
PAGE 5

     18.  Purchaser must receive the titles as stated above and a current Urban
          ALTA/ACSM as-built survey for each property in accordance with the
          minimum standard detail requirements for ALTA/ACSM Land Title surveys
          jointly established and adopted by ALTA and ACSM in 1999 and includes
          all Table A optional survey responsibilities (except topography) which
          must be acceptable to Purchaser and the title company and paid for by
          Purchaser.

     19.  Seller agrees to immediately make available and disclose all
          information that Purchaser needs to evaluate the above property,
          including all inducements, abatements, concessions or cash payments
          given to tenants. Seller agrees to cooperate fully with Purchaser and
          Purchaser's representatives to facilitate Purchaser's evaluations and
          reports, including Purchaser obtaining at its cost, at least a
          one-year audit of the books and records of the property.

          Purchaser shall defend, indemnify and hold Seller and all
          shareholders, employees, officers, partners, members, managers and
          directors of Seller harmless from liability, cost and expense
          (including, without limitation, reasonable attorneys' and other
          professionals' fees and costs) suffered or incurred for injury to
          person or property caused by or as a result of Purchaser's inspection
          of the Property. This indemnity shall survive any termination and/or
          consummation of the transactions described hereby.

     20.  Purchaser shall accept the existing parking lot sweeping AND LANDSCAPE
          MAINTENANCE contracts, for 3 years, for Venture, Douglas, Southlake,
          Westside, and Sarasota in the CASE OF THE SWEEPING CONTRACTS, AND FOR
          VENTURE, DOUGLAS, SOUTHLAKE AND SARASOTA IN THE CASE OF LANDSCAPE
          MAINTENANCE CONTRACTS; PROVIDED, HOWEVER, THAT THE VENDOR WITH RESPECT
          TO ANY OF THOSE CONTRACTS MAY TERMINATE THEM UPON THIRTY (30) DAYS
          PRIOR WRITTEN NOTICE TO PURCHASER.

          Until December 31, 2002, Purchaser shall have a first right of offer
          to purchase the Hiram property previously called Property 3.

     21.  If Purchaser notifies Seller of its intention not to close the
          transactions described herein, Property 4 IS NOT CLOSED BY DECEMBER
          14, 2001 OR PROPERTY 2 IS not closed by December 21, 2001 or
          Properties 5 through 9 are not closed by December 28, 2001 (WITH THE
          EXCEPTION OF TURKEY CREEK PHASE II AND WESTSIDE PAVILION AND EXCEPT
          THAT, AT PURCHASER'S SOLE OPTION, THE CLOSING FOR PROPERTIES 6 AND 8
          MAY BE EXTENDED TO A DATE NOT LATER THAN JANUARY 11, 2002 AND THE
          CLOSING FOR PROPERTY 9 MAY BE EXTENDED TO JANUARY 25, 2002) for any
          reason other than the willful and intentional breach by Seller of its
          obligations hereunder, then this offer/agreement shall terminate, and
          the parties will have no further rights, obligations or liabilities
          hereunder except in accordance with those provisions of this agreement
          that survive termination. If Purchaser does not close or declares its
          intention not to close on any of the Properties in the following
          order, then Seller shall have the right to terminate this
          offer/agreement, and the parties will have no further rights,
          obligations or liabilities hereunder except in accordance with those
          provisions of this agreement that survive termination: (i)
          DOUGLASVILLE PAVILION, (ii) VENTURE POINTE, (iii) SOUTHLAKE, (iv)
          FAYETTEVILLE PAVILION, (v) TURKEY CREEK(PHASE I), AND (vi) SARASOTA
          PAVILION.

     This offer, of course, is predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA agreements, tenants' and guarantors'
financial statements, sales figures, new construction, representations of income
and expenses made by Seller, site inspection, environmental, appraisal, etc.,
and at least one year of audited operating statements on said property is
required that qualify, comply with and can be used in a public offering.



[ILLEGIBLE]
PAGE 6

     If this offer is acceptable, please sign the original of this letter and
initial each page, keeping copies for your files and returning the original to
me by NOVEMBER 30, 2001.

                                           Sincerely,

ACCEPTED:                                  INLAND REAL ESTATE ACQUISITIONS, INC.
                                           or nominee

/s/ Stan Thomas                            /s/ G. Joseph Cosenza
- ---------------------------------          G. Joseph Cosenza
Stan Thomas,as President of Thomas         Vice Chairman
Enterprises, Inc.


Date: 11/30/01
      ---------------------------

VENTURE POINT I, L.L.C.                  FOURTH QUARTER PROPERTIES XV, L.L.C.

By:   /s/ Stan Thomas                    By:   /s/ Stan Thomas
    -----------------------------            --------------------------------
Its:   Manager                           Its:   Manager
     ----------------------------             -------------------------------
Date:  11/30/01                          Date:  11/30/01
      ---------------------------              ------------------------------

SOUTHLAKE PAVILION COMPANY, INC.         FOURTH QUARTER PROPERTIES XI, L.L.C.

By:   /s/ Stan Thomas                    By:   /s/ Stan Thomas
    -----------------------------            --------------------------------
Its:   President                         Its:   Manager
     ----------------------------             -------------------------------
Date:  11/30/01                          Date:  11/30/01
      ---------------------------              ------------------------------

FOURTH QUARTER PROPERTIES XXIII, L.L.C.  FOURTH QUARTER PROPERTIES XXVII, L.L.C.

By:   /s/ Stan Thomas                    By:   /s/ Stan Thomas
    -----------------------------            --------------------------------
Its:   Manager                           Its:   Manager
     ----------------------------             -------------------------------
Date:  11/30/01                          Date:  11/30/01
      ---------------------------              ------------------------------

FOURTH QUARTER PROPERTIES IX, L.L.C.     FOURTH QUARTER PROPERTIES XVI, L.L.C.

By:   /s/ Stan Thomas                    By:   /s/ Stan Thomas
    -----------------------------            --------------------------------
Its:   Manager                           Its:   Manager
     ----------------------------             -------------------------------
Date:  11/30/01                          Date:  11/30/01
      ---------------------------              ------------------------------



                                   EXHIBIT A-?

                                    [GRAPHIC]



                                   EXHIBIT A-4

                                    [GRAPHIC]



                                   EXHIBIT A-?

                                    [GRAPHIC]



                                   EXHIBIT A-6

                                    [GRAPHIC]



                                   EXHIBIT A-7

                                    [GRAPHIC]



                                   EXHIBIT A-8

                                    [GRAPHIC]



                                   EXHIBIT A-9

                                    [GRAPHIC]



                                 VENTURE POINTE

                                   EXHIBIT B-2



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
A     Kohl's G/L                                     86,584        424,2?1.60   $          4.90      March-01          March-21
A     Ultra III Cosmetics                             8,805        176,100.00   $         20.00       June-96           June-07
A     Babies R Us, G/L                               43,000        170,000.00               G/L     November-96       January-14
A     Goody's Family Clothing                        35,172        316,548.00   $          9.00       May-96            May-11
A     Hobby Lobby                                    53,000        371,000.00   $          7.00     December-00       December-10
      Got?smith                                      25,139        276,529.00   $         11.00     December-97       November-12
      Barbecue Galore                                 5,000         97,500.00   $         19.50     December-97       December-08
      Gateway                                         8,000        1?0,000.00   $         20.00     November-98       November-03
      Hallmark                                        7,500        123,750.00   $         16.50       July-97         February-08
      Ashleys                                        39,420        344,?25.00   $          8.75     December-01       December-11
      School Box                                      8,000         84,800.00   $         10.60    September-99      September-04
      Winfield Hall                                  15,000        210,000.00   $         14.00       June-01           June-08
                    TOTAL                           334,620         2,755,414


A     Super Target Anchored
      174,000 sq. ft. they pay .61 for CAM

A     Costco Anchored




                                DOUGLAS PAVILION

                                   EXHIBIT B-4



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
      PETsMART                                       26,040        260,400.00   $         10.00     January-99        January-14
      Dress Barn                                      6,939        134,085.00   $         15.00    September-98       January-07
      Rack Room Shoes                                 7,238        115,808.00   $         16.00      August-98         August-08
      Party City - Georgia Operator                  12,000        174,000.00   $         14.50       July-98           June-08
      Office Max                                     23,500        205,625.00   $          8.75      August-98        November-13
A     Marshall's                                     30,513        224,880.81   $          7.37      August-98         August-08
A     Goody's                                        29,792        268,128.00   $          9.00     October-98       September-13
A     Ross                                           36,245        326,205.00   $          9.00      April-01         January-12
      Joe's Crab House G/L                            6,000         80,000.00               G/L     October-98        October-18
      Clothestime                                     3,500         57,750.00   $         16.50       June-00          March-05
      Boot Village                                    3,902         68,285.00   $         17.50       May-00            May-05
      A-1 Nails                                       1,200         24,000.00   $         20.00      April-00          March-05
      Great Clips                                     1,200         20,700.00   $         17.25      April-00         January-05
      Randstad                                        2,000         37,000.00   $         18.50      April-00         December-04
      Casual Corner                                   9,936        158,976.00   $         1?.00       June-01          April-10
      Funco Land                                      1,800         31,500.00   $         17.50       July-00         February-03
      Mattress Firm                                   4,103         67,699.50   $         18.50     November-99       November-0?
      Hallmark                                        5,490         82,350.00   $         15.00     November-99       February-07
A     Pier One                                        9,363        133,422.75   $         14.25     October-99        October-09
      Media Play                                     40,000        384,000.00   $          9.60     November-99       January-15
      Family Christian Store                          5,003         81,298.75   $         16.25      March-00         December-09
                      TOTAL                         267,764         2,936,114

      Target Anchored


     Target wanted to expand



                               SOUTHLAKE PAVILION

                                   EXHIBIT B-5



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
      Ashley's, Undr. Nag.                           53,158        451,851.50   $          8.50      March-02          March-12
A     Circuit City                                   44,714        491,854.00   $         11.00     November-96       January-17
A     Petco                                          15,000        225,000.00   $         15.00       May-96            May-11
A     Ross Stores                                    32,175        289.575.00   $          9.00     October-01        October-11
      Baptist Book Store                              6,000         91,500.00   $         16.25       July-97           July-07
      David's Bridal                                  8,800        148,696.00   $         16.67      April-98           June-08

      Joe's Crab Shack(G/L)                           7,500         92,500.00              G/L      October-97       September-17
      Hollywood Video                                 7,488        138,528.00   $         18.50     December-96       December-06
A     Atlanta Bread                                   3,600         71,460.00   $         19.85      August-97         August-07
A     Bames & Noble                                  23,000        345,000.00   $         15.00      August-97       September-12
      Just 4 Feet                                    16,881        378,914.15   $         22.15     October-97        January-13
A     Comp USA                                       28,815        335,187.50   $         12.50     October-97        October-12
      O.B.'s BBQ                                      4,200         84,882.00   $         20.21       July-01           July-11
      Bailey's                                       12,000        211,920.00   $         17.??
      LA Fitness                                     41,000        533,000.00   $         13.00    September-01      September-16
A     TGIF, G/L                                       4,400         76,000.00               G/L      March-98          March-08
A     Taco Bell, G/L                                  2,200         42,247.00               G/L      March-98          March-18
      Road House Grill, G/L                           7,188         85,000.00               G/L     February-98       February-08
      Gateway 2000                                    8,000        18?,?00.00   $         23.35     February-98       January-03
      Mattress Firm                                   4,400         72,600.00   $         16.50     February-98       February-08
      Touch of an Angle                               1,200         25,200.00   $         21.00     January-98         April-03
      Great Clips                                     1,200         23,400.00   $         19.50      April-98           July-03
      Excell Temp                                     1,?00         25,400.00   $         18.50       May-98            May-03
      First Computer                                  1,873         34,650.00   $         18.50       June-98          March-?8
      Planet Smoothie                                 1,200         23,400.00   $         19.50      April-98           May-03
      Air Touch Cellular                              1,200         22,200.00   $         18.50       June-98           June-01
      [ILLEGIBLE] land                                2,400         39,000.00   $         16.25       July-99           July-02
      Play it Again Sports                            2,320         45,240.00   $         19.50     February-99       February-04
      Shop                                            3,120         49,920.00   $         16.00
A     Staples                                        23,942        269,347.50   $         11.25       July-00           July-15
A     Old Navy                                       22,500        238,250.00   $         10.50     November-01       November-06
A     Linen's N Things                               35,000        401,450.00   $         11.47       July-01         January-17
      Catherines                                      4,500         67,500.00   $         15.00     November-01       November-06
A     Famous Footwear                                10,500        166,375.00   $         15.75     November-01       November-06
      Kindreds                                       20,000        250,000.00   $         12.50
A     Goody's                                        45,000        405,000.00   $          9.00       July-01           July-16
      Factory 2U                                     12,000        120,000.00   $         10.00
A     Bell South                                      5,775        112,612.50   $         19.50      August-00          July-05
      TOTAL                                         523,848         6,661,461

      Target Anchored

      Home Depot adjacent




                                  TURKEY CREEK

                                   EXHIBIT B-6



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
      Fashion Bug                                     7,950        119,250.00   $         15.00      April-01         January-11
      Office Max                                     23,500        258,500.00   $         11.00                       January-16
A     Linen-n-Things                                 35,000        376,250.00   $         10.75      March-01         January-17
A     Old Navy                                       25,000        262,500.00   $         10.50      March-01         February-06
A     Goody's                                        50,000        4?2,500.00   $          9.25     December-00       January-16
      Lifeway                                        12,000        171,000.00   $         14.25      August-01         August-11
      Rack Room                                       7,110        106,650.00   $         15.00      August-01         August-08
A     Atlanta Bread                                   4,000         74,000.00   $         18.50      August-01         August-11
      Marble Slab                                     1,200         20,400.00   $         17.00      August-01         August-06
A     Radio Shack                                     2,400         40,800.00   $         17.00      August-01         August-06
      Super Cuts                                      1,200         22,500.00   $         18.75      August-01         August-06
      Window Pros                                     1,200         21,600.00   $         18.00      August-01         August-06
      Image Art                                       1,600         27,600.00   $         17.26      August-01         August-06
A     Payless                                         2,800         49,000.00        Annualized      August-01         August-11
A     Cingular Wireless                               1,200         21,600.00   $         18.00
      Friedman's                                      1,600         28,000.00   $         17.60      August-01         August-06
      Bath & Body                                     3,400         59,500.00   $         17.50      August-01         August-06
      Int'l Flair                                     1,600         28,800.00   $         18.00      August-01         August-06
      Buffalow Wild Wings                             5,000         90,000.00   $         18.00
                    Phase II
A     Plar One                                       10,000        147,500.00   $         14.75
      Petsmart                                       19,253        202,156.50   $         10.50
      Ross                                           30,187        332,057.00   $         11.00
      Dollar Tree                                    10,000        130,000.00   $         13.00
      Pearie Vision                                   2,100         36,750.00   $         17.50
      GNC                                             1,600         28,400.00   $         17.75     November-01       November-06
      Mangla Pizza                                    2,400         43,200.00   $         18.00     November-01       November-06
A     Verizon                                         3,000         54,000.00   $         18.00     November-01       November-06
      Shoe Dept.                                      6,500        100,750.00   $         16.50      August-01         August-11
                    TOTAL                           272,800         3,315,264


A     Super WalMart Anchored

A     Super Target Anchored




                                 WESTSIDE CENTRE

                                   EXHIBIT B-7



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
A     Verizon                                         4,276         74,830.00   $         17.50
      Rack Room                                       8,000        144,000.00   $         18.00
A     Babies R Us                                    80,000        180,000.00   $          6.00
A     Marshalls                                      30,000        270,000.00   $          9.00
      Office Depot                                   20,000        210,000.00   $         10.50
      Bath & Body                                     3,000         57,000.00   $         19.00
A     Bed Bath & Beyond                              30,000        364,500.00   $         12.15
A     Famous Footwear                                12,000        192,000.00   $         16.00
A     Michaels                                       24,000        258,000.00   $         10.75
      Hancock Fabrics                                12,500         83,125.00   $          8.65
      Factory to You                                 15,000        165,000.00   $         11.00
A     Goody's                                        40,000        380,000.00   $          9.50
      Dick's                                         45,000        517,500.00   $         11.50
A     Stein Mart                                     36,000        246,600.00   $          6.85
A     Ross                                           30,000        307,500.00   $         10.26
      Hallmark                                        6,000         93,000.00   $         15.50
      The Avenue                                      5,000         80,000.00   $         16.00
      Petsmart                                       19,235        221,202.50   $         11.50
      Comp USA                                       28,500        312,075.00   $         10.95
      Atlanta Bread                                   4,400         92,400.00   $         21.00
      Cost Cutters                                    1,200         24,800.00   $         20.50
      Catherines                                      4,000         64,000.00   $         16.00
      Radio Shack                                     2,420         33,880.00   $         14.00
      HI FI Buys                                     11,000        181,500.00   $         16.50
      Dollar Tree                                    10,000        115,000.00   $         11.50
      Shops                                           6,500        107,250.00   $         16.50
      Super Nails                                     1,200         21,600.00   $         18.00
      Joy's Stride Rite                               1,500         24,000.00   $         16.00
A     QDOBA                                           2,400         43,200.00   $         18.00
A     Retail                                         11,433        155,778.50   $         14.50
      Retail                                         10,000        145,000.00   $         14.50
      Retail                                         20,000        240,000.00   $         12.00
      Retail                                          7,800        113,100.00   $         14.50
      Party City                                     12,000        144,000.00   $         12.00
                    TOTAL                           504,384         5,671,841


A     Super Target Anchored




                                SARASOTA PAVILION

                                   EXHIBIT B-9



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
A     PUBLIX                                         51,420        467,922.00   $          9.10     January-00        December-20
A     CLOTHESTIME                                     3,600         66,600.00   $         18.60       July-00         December-05
      SUPERMARKET OF SHOES                            9,400        188,000.00   $         20.00      August-00         August-10
A     S & K MENSWEAR                                  4,000         74,000.00   $         18.50       June-00         January-06
A     RADIO SHACK                                     2,500         42,500.00   $         17.00     December-01       December-06
      HALLMARK                                        3,500         67,750.00   $         16.50     November-00       February-06
      EYE MASTER/VISIONWORKS                          3,500         73,600.00   $         21.00       May-00          December-11
A     STEIN MART                                     37,605        195,028.00   $          5.20      August-99         August-04
      NATIONAL WEIGHT LOSS                            2,500         35,000.00   $         14.00       July-01           July-06
A     HOOTERS                                         3,500         82,250.00   $         23.50       July-00         December-10
A     MICHAELS                                       23,600        270,250.00   $         11.50     February-00       February-08
A     OLD NAVY                                       25,000        250,000.00   $         10.00     January-00        January-10
A     MARSHALLS                                      27,842        208,815.00   $          7.50     October-99        January-10
A     BED BATH & BEYOND                              40,000        512,800.00   $         12.82    September-99       January-15
A     ROSS STORE                                     30,000        340,500.00   $         11.35    September-01       January-16
A     FASHION BUG                                     8,000         96,000.00   $         12.00    September-01       January-11
      VACANT                                          2,379         42,822.00   $         18.00
      CLEANERS                                        1,095         13,140.00   $         12.00    September-01      September-04
      VACANT                                          1,500         22,675.00   $         15.25
A     HERTZ                                           1,600         25,600.00   $         16.00    September-01      September-06
      WEST COAST WIRELESS                             1,149         25,278.00   $         22.00      April-01          March-06
      SUPERCUTS                                       1,219         28,037.00   $         23.00       July-01           July-06
      SIESTA NUTRITION                                1,307         35,415.00   $         23.50      March-01          March-06
      SKATEBOARDS INC.                                1,484         25,970.00   $         17.50    September-01      September-06
      ?UTE NAILS                                      1,279         28,138.00   $         22.00    September-01        March-06
A     BOOKS A MILLION                                23,000        268,750.00   $         11.25    September-00       January-11
      THE AVENUE                                      5,040         85,880.00   $         17.00    September-01       January-13
      HAIR SALON                                      2,000         44,000.00   $         22.00      March-01          March-06
A     PANERA BREAD                                    4,500         90,000.00   $         20.00    September-01      September-11
                    TOTAL                           323,519         3,688,618




                           "EXHIBIT ?"   REVISED 11/28/01



                                                                                            NEW           DEC.'01        JAN.'02
                           Estimated          ORIGINAL       NEW         ORIGINAL          TOTAL          CLOSING        CLOSING
   PROPERTY              Closing Dates         SQ. FT.      SQ. FT.       PRICE            PRICE           PRICE          PRICE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
1  Barrett                                            0           0    $           0   $           0   $           0   $        0

2  Venture          Est. 12/21/2001             334,620     334,620    $  25,862,205   $  26,314,789   $  28,314,789
   Duluth, GA

3  Hiram                                              0           0    $           0   $           0   $           0   $        0

4  Douglas          Est. 12/14/2001             267,764     2?7,764    $  27,159,610   $  27,159,610   $  27,159,610
   Douglasville,
   GA

5  Southlake        Est. 12/28/2001             507,748     523,848    $  61,275,188   $  65,897,803   $  65,897,803
   Morrow, GA

6  Turkey           Est. Ph. I: 12/28/2001      239,260     272,800    $  29,123,691   $  32,611,779   $  22,039,091
   Knoxville, TN    - 1/11/2002
                    Est. Ph. II: 04/30/2002
                    - 09/30/2002

7  Westside         Est. 04/30-09/30/2002       497,661     504,364    $  55,835,571   $  56,056,735
   Huntsville, AL                                                      -------------   -------------

         SUBTOTAL                                                      $ 199,256,265   $ 208,040,716

8  Fayetteville     Est. 12/28/2001                         271,859                    $  28,982,874   $  28,982,874
   Fayetteville,    - 1/11/2002
   NC

9  Sarasota         Est. 12/28/2001                         323,519                    $  40,008,000   $  40,008,000
   Sarasota, FL     - 1/25/2002

            TOTAL                             1,847,053   2,498,774    $ 199,256,265   $ 277,031,590   $ 210,402,167   $        0



                          APRIL '02           JULY '02    SEPT. '02
                           CLOSING            CLOSING      CLOSING
   PROPERTY                 PRICE              PRICE        PRICE
- -------------------------------------------------------------------
                                                   
1  Barrett           $                    0     $   0       $   0

2  Venture
   Duluth, GA

3  Hiram             $                    0     $   0       $   0

4  Douglas
   Douglasville,
   GA

5  Southlake         construction loan or
   Morrow, GA              earnout

6  Turkey            Commit to Purchase
   Knoxville, TN
                     $           10,572,688


7  Westside          Commit to Purchase
   Huntsville, AL    $           56,056,735
         Subtotal

8  Fayelteville
   Fayelteville,
   NC

9  Sarasota
   Sarasota, FL

            TOTAL    $           66,629,423     $   0       $   0




                              FAYETTEVILLE PAVILION

                                   EXHIBIT B-8



                                                                                                       LEASE             LEASE
                                                                    ANNUAL         RENT            COMMENCEMENT       EXPIRATION
                    TENANTS                           S.F.         BASE RENT    PER SQ. FOOT           DATE              DATE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                   
A     Food Lion/Delhaize                             46,000        459,000.00   $         10.20      March-00         December-19
      Dick's                                         45,000        405,000.00   $          9.00     November-01       January-16
A     Linen's-n-Things                               35,000        376,250.00   $         10.75     December-01       January-16
      Petsmart                                       26,040        273,420.00   $         10.50     January-00        January-16
A     Marshall's                                     30,000        228,600.00   $          7.62     November-98       October-08
A     Michael's                                      23,669        213,021.00   $          9.00      March-99         February-09
      Dollar Tree                                     6,000         78,000.00   $         13.00    September-01      September-06
      Party City                                     11,000        165,000.00   $         15.00     November-98       December-08
      Retail                                          3,000         45,000.00   $         15.00     November-01       November-06
      Fashion Bug                                     8,500        102,000.00   $         12.00     October-00        October-10
      Rack Room                                       7,500        117,000.00   $         15.60      August-99         August-08
A     Radio Shack                                     2,150         35,475.00   $         16.50     January-00        January-05
      Funco Land                                      1,850         31,450.00   $         17.00     January-00        January-03
      Wave Tel                                        2,450         33,075.00   $         13.50      March-01          March-06
      Omega Sports                                    6,300         91,350.00   $         14.50       June-00           June-05
      Kyoto Express                                   2,400         43,200.00   $         1?.00     December-00       December-05
      Jersey Mike's                                   1,200         20,700.00   $         17.25     December-00       December-05
      Super Cute                                      1,200         21,600.00   $         18.00      April-01          April-0?
      Fam??ty Christian                               5,200         80,600.00   $         15.50      March-01          March-11
A     Verizon Wireless                                3,200         57,600.00   $         18.00     January-01        December-05
      Buffalo Wild Wings                              5,200         88,400.00   $         17.00     January-02        January-12
                    TOTAL                           271,859         2,966,741




                                 Earnout Formula



        Property                                     Capitalization Rate
        --------                                     -------------------
                                                         
        2.   Venture Pointe                                 10.4710%
        4.   Douglasville Pavillion                         10.8106%
        5.   Southlake Pavillion                            10.1088%
        6.   Turkey Creek Pavillion Phases I & II           10.1658%
        7.   Westside Center                                10.1177%
        8.   Fayettville Pavillion Phases I & II            10.2327%


At the closings, if any of the tenants listed on Exhibits B2 and B4 - B8 (or any
substitute described below) has not taken possession of their premises and begun
paying full rent on a current basis including all pass through amounts, or has
taken possession of their premises and has begun paying rent at an amount less
than that set forth in the respective Exhibits B2 and B4 - B8, then the amount
due to Seller for the respective Property shall be the amount equal to the
actual base minimum rent for such subject property divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. At the closings, if any of the tenants listed on Exhibits
B2 and B4 - B8 (or any substitute tenants therefore reasonably acceptable to
Purchaser) are paying rent at an amount in excess of that amount set forth in
the applicable Exhibits B2 and B4 - B8, then the amount due to Seller for such
premises shall be the actual base minimum rent divided by the applicable
capitalization rate set forth above, but in no event more than the amount for
each Property (except for Exhibit B7 and Phase II of Exhibit B6 which will not
be subject to this limitation) set forth in paragraph 1 of the Agreement and as
listed on Exhibit C. [In connection with the Automated Teller Machine located on
Turkey Creek (B6), the purchase price for Phase II thereof will be increased as
a result thereof in an amount equal to the base minimum rent generated by the
Automated Teller Machine divided by the applicable capitalization rate set forth
above and seller will be entitled to all rental proceeds thereof until the
purchase price applicable thereto is paid to Seller from Purchaser.]

At any time before the expiration of eighteen (18) months following the closing
of the respective Property, Seller shall have a license and right to enter upon
the premises of any Property listed on B2 and B4 - B8 upon which a structure
currently exists but which is vacant at the time of closing of such Property to
construct tenant improvements and build out for the vacant space (as such space
may be modified by Seller in a manner reasonably acceptable to Purchaser and in
compliance with all applicable laws, leases and restrictions of record) provided
(i) Seller will not unreasonably interfere with any other tenant of the
respective Property or such Property's operations, (ii) Seller will take all
actions reasonably requested by Purchaser to prevent any mechanic's lien from
attaching to the respective Property, (iii) Seller will indemnify Purchaser with
respect to the construction of the tenant improvements and build out on the
respective Property and (iv) Seller will enter into contracts for construction
of such improvements with responsible contractors which will provide all
insurance and payment bonds generally required for construction related
activities of this type. Purchaser shall, at Seller's sole cost and expense,
assist Seller in obtaining all necessary permits, shall otherwise reasonably
cooperate in such construction and shall execute leases for applicable leasing
spaces which have been approved by Purchaser (which approval is not to be
unreasonably withheld), provided that Purchaser shall bear no liability or
expenses incurred in connection with such construction or leasing and placing
tenants in such spaces. Once such premises are completed, a final certificate of
occupancy has been issued, the respective tenant has taken possession of and
accepted such premises "as is", has opened for business and has begun paying
full rent on a current basis including all pass through amounts, then Purchaser
shall pay to Seller an amount equal to the base minimum rent from such tenant
divided by the applicable capitalization rate set forth above, but in no event
[when added to the amount previously paid to Seller at the closing of the
applicable Property)] more than the amount for each Property except for Phase II
of Exhibit B6 and Exhibit B7 set forth in paragraph 1 of the Agreement and as
listed on Exhibit C, not later than ten (10) business days following Seller's
written request therefor, accompanied by tenant's estoppel.



All closings for these additional improvements must comply with all of the terms
and conditions contained in the entire Agreement. [with the exception of matters
in the General Addendum or Venture Addendum,] Seller hereby waives all rights to
additional amounts for improvements not completed with tenants occupying their
respective premises and paying full rent on a current basis including all pass
through amounts and otherwise complying with these provisions and the Agreement
not later than eighteen (18) months following the closing of the respective
Property.



                                GENERAL ADDENDUM


     So long as leases acceptable to Purchaser have been executed for such area,
Purchaser agrees to provide construction financing at a rate of nine percent
(9%) per annum (funded monthly upon certification by Purchaser's Inspector whose
fees and expenses will be paid by Seller) to Seller to construct improvements
(either as currently depicted on the site plan or substitutions [therefor]
reasonably acceptable to Purchaser and in conformance with all legal
requirements) on [the unbuilt portions of the Westside Center in Huntsville,
Alabama (B7), the unbuilt portions of Phase II of Turkey Creek (B6), on]
either side of Goody's at Southlake Pavilion [(B5)], and BW3 at Fayetteville
[(B8)], provided that in no case will Purchaser be required to provide financing
in excess of $70.00 per square foot. The documents evidencing this loan will be
reasonably acceptable to both parties. [Without reference to the requirement
that the Structure currently exists,] Seller will have the rights to construct
such improvements in accordance with and subject to the terms and conditions of
Exhibit D, and provided that Seller will have the right to access and construct
such improvements in accordance with the terms of Exhibit D and shall be
entitled to payment of earnout amounts calculated in accordance with Exhibit D
for four (4) years from the date of closing of the respective property.

     At Seller's sole cost and expense, the parties will exert their best
efforts to subdivide the outparcels indicated as Century Bank, Nationsbank and
SunTrust on Exhibit [B9] in accordance with all applicable laws, leases and
restrictions of record. If not subdivided earlier, this obligation shall survive
closing. If the outparcels have not been subdivided with [twelve (12)] months of
closing, then [Purchaser is unconditionally obligated to purchase such
outparcels from Seller for a purchase price of two (2) million dollars
($2,000,000) on a date not later than ten (10) business days following Seller's
demand therefor accompanied by each tenant's estoppel certificate. All closings
for these outparcels must comply with all of the terms and conditions contained
in the entire agreement. Until Purchaser acquires the outparcels, Seller is
entitled to all rental proceeds therefrom and purchaser hereby agrees to deliver
all rental proceeds to Seller not later than five (5) days after its receipt
thereof from each tenant of an outparcel. Purchaser is not liable to Seller for
any default by the tenant of each such outparcel, but will cooperate with Seller
to enforce such leases at Seller's sole cost and expense].

                                VENTURE ADDENDUM

     Prior to closing, Seller and Purchaser will cooperate to subdivide certain
portions of the Venture Property (the "Outlots") crosshatched on [Exhibit] A-2
consisting of approximately _______ square feet ("Outlot 1"), and approximately
________ square feet ("Outlot 2"), and to the extent either of such Outlots are
so subdivided they shall not be conveyed to Purchaser. If either of such Outlots
are not subdivided before closing, then with respect to such Outlots conveyed to
Purchaser, Seller and Purchaser will exert their best efforts to subdivide such
Outlots and reconvey them to Seller at no cost to Seller. Such Outlots will be
subdivided only if they can be



conveyed as separate legal lots under all applicable laws and no lease or
reciprocal easement agreement (""REA"") will be violated as a result thereof and
further provided that all future use of the Outlots will be restricted by
existing leases at the Venture Property and the REA. Seller will have no right
to require construction financing with respect to either Outlot. If the
Outlots are not subdivided [and without reference to the requirement that the
structure currently exists], Seller will have the right to construct
improvements on the Outlots in accordance with and subject to the terms and
conditions of Exhibit D, provided that Seller will have the right to access and
construct such improvements and shall be entitled to payment of earnout amounts
set forth in Exhibit D for three (3) years from the date of closing of the
Venture Property (based on the capitalization rate for the Venture Property set
forth in Exhibit D). If the Outlots are subdivided, then, if Seller constructs
any improvements on the Outlots, a final certificate of occupancy is issued, the
respective tenant has taken possession of and accepted such premises ""as is, ""
has opened for business and has begun paying rent on a current basis including
all pass through amounts, all within three (3) years from the date of the
closing of the Venture Property, then Seller, at its sole option, may require
Purchaser to purchase such improvements and take assignment of and assume all
applicable leases (provided that Purchaser shall be entitled to review and
approve all leases, which approval will not be unreasonably withheld), and
Purchaser shall pay to Seller an amount equal to the base minimum rent from such
tenant divided by the capitalization rate set forth for the Venture Property in
Exhibit D. Such closing will comply with all of the terms and conditions
contained in the entire Agreement.

EX-10.32

                                                                   Exhibit 10.32

KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

                      POST CLOSING AND INDEMNITY AGREEMENT

     This Post Closing and Indemnity Agreement ("Agreement") is dated as of this
31st day of December, 2003 by and among Inland Southeast King's Grant, L.L.C., a
Delaware limited liability company ("Purchaser") and Fourth Quarter Properties
IV, Inc., a Georgia corporation, and Thomas Enterprises, Inc., a Georgia
corporation (collectively, "Seller"), in connection, with the acquisition of
Kings Grant Shopping Center (the "Property") as defined in that Letter of
Agreement dated November 30, 2001, as amended, (the "Contract") by and between
Seller and Inland Real Estate Acquisitions, Inc. ("IREA").

     WHEREAS, IREA assigned its interest in the Contract to Purchaser by
assignment dated as of December 31, 2003.

     WHEREAS, Purchaser and/or IREA has made various inquiries regarding the
Property during its due diligence in connection with its acquisition of the
Property;

     WHEREAS, in connection with such inquiries, in order to confirm the status
of various issues that Purchaser deems relevant to its acquisition, Purchaser
has requested certain documents and confirmations from Seller and/or third
parties, but Seller has been unable to either supply a document confirming such
matters, or has asserted that a certain state of facts exist which may be
inconsistent with what is stated in the documents reviewed by Purchaser, or has
been unable to complete a matter due to time constraints.

     WHEREAS, in order to proceed to Closing, Purchaser requires Seller to make
certain undertakings, to obtain documents regarding or confirming certain
issues, and/or certifications as to the state of facts regarding such issues,
and further, Purchaser requires that Seller indemnify and hold harmless
Purchaser, and each of its successors, assigns, officers, directors, employees
and lenders (each an "Indemnified Party" and collectively, the "Indemnified
Parties") harmless from any loss, cost or expense incurred by any Indemnified
Party, including costs and attorneys fees, ("Loss") as a result of either
Sellers' failure to obtain the required documents, or any Loss that results from
a certification hereafter being incorrect.

     NOW, THEREFORE, for good and valuable consideration including the mutual
promises contained herein, the parties hereto agree as follows:



KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

1.   ROOF WARRANTIES

     1.1  Seller agrees to pay for, or at Purchaser's sole option, complete
various roof repairs at Seller's sole cost and expense, that are necessary for
there to be an effective transfer of the existing roof warranties to Purchaser
and Seller also agrees to execute all documents and pay all transfer fees
necessary to transfer such roof warranties to Purchaser. All work will be
completed and sums paid and assignment completed not later than sixty (60) days
after the date hereof.

2.   TENANT IMPROVEMENT ALLOWANCES AND LEASING COMMISSIONS AND FREE RENT
     PERIODS.

     2.1  Seller represents and warrants that Seller, at its sole cost and
expense, agrees to pay and satisfy all tenant improvement allowances, and
leasing commissions, and free rent (including reimbursable expenses) period
rental payments due and payable in connection with any lease at the Property
signed as of the date of this Agreement and also including any leases signed
after the date of this Agreement in regard to any space that is subject to an
amount Purchase Price adjustment.

3.   PANERA/JARED'S/RADIO SHACK ISSUE.

     3.1  JARED'S/PANERA BREAD/RADIO SHACK. Seller (and Stan Thomas,
individually) hereby agree to: (i) pay, on or before applicable due dates, all
costs that relate in any way to (collectively, the "Indemnified Construction
Matters"); (a) the testing required to further identify the soil and
construction issues which are displayed as settling, movement and interior
separation of the Jared's and Panera Bread and Radio Shack premises
(collectively, the "Affected Tenants") and retaining wall (including, by way of
illustration and not limitation, the issues described by the VEI (as hereinafter
defined) letter addressed to Thomas Enterprises, Inc. dated November 8, 2003)
that exist (or are reasonably related to conditions that exist) as of the date
hereof, together with the soil and construction issues in regard to same which
first exist from and after the date hereof (collectively, the Settling"), and
(b) the design (including architect's fees), excavation, permitting,
contracting, construction (including by way of illustration and not limitation:
wall, foundation and structure reconstruction, and soil/footings reinstallation
and drainage systems), which may be recommended (if any) by the Contractors (as
hereinafter defined) (and as reasonably approved by Purchaser), to correct the
Settling (the "Corrective Action"), and (ii) pay, on or before applicable due
dates, all sums that may become due and payable pursuant to those contracts
between Seller (and Seller related parties), and Valentine Engineering,
Incorporated ("VEI") and Corps Technologies, and/or QORE Property Sciences,
and/or S&ME Engineering, and any and all costs and expenses incurred by Seller
and Seller related parties, and Purchaser and its lender, for such additional
consultants, architects, and contractors (whether hired by Seller, Purchaser, or



KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

Purchaser's lender) that relate to the Settling and the Corrective Action
(collectively, the "Contractors"), and (iii) to Purchaser upon demand any and
all sums due and owing from the affected tenants from time to time pursuant to
the terms of their respective Property leases, to the extent not paid to
Purchaser by the affected Tenants by reason of the Settling and the Corrective
Action, Seller (and Stan Thomas, individually) hereby further agree to defend,
indemnify, protect and hold Purchaser and its managers, members, officers,
directors, employees, stockholders, assigns, representatives, successors and
affiliates, and lenders (existing from time to time) (individually, a "Purchaser
Indemnified Party" and collectively, "Purchaser Indemnified Parties") harmless
from, against and in respect of all liabilities, losses, claims, damages,
punitive damages, causes of action, lawsuits, administrative proceedings
(including informal proceedings), investigations, audits, demands, assessments,
adjustments, judgments, settlement payments, deficiencies, penalties, fines,
Interest (including interest from the date of such damages) and costs and
expenses (including, without limitation, reasonable attorney's fees actually
incurred at standard hourly rates in the location in which fees are incurred and
disbursements of every kind, nature and description) suffered, sustained,
incurred or paid by any of the Purchaser Indemnified Parties in connection with,
resulting from or arising out of, directly or indirectly the Indemnified
Construction Matters, Notwithstanding the foregoing, Seller's and Stan Thomas's
obligation to defend, indemnify, protect and hold the Purchaser Indemnified
Parties harmless in accordance with the preceding sentence shall expire one (1)
year following "Remediation;" provided, however, that such obligations of Seller
and Stan Thomas shall survive with respect to any specific and documented claim
asserted by a Purchaser Indemnified Party on or before the expiration of such
one (1) year period. For purposes hereof, "Remediation" shall be defined as (A)
the completion of the Corrective Action as certified to Purchaser and its lender
by VEI, the Corrective Action general contractor, and the project architect; and
(B) delivery to Purchaser by the Affected Tenants an acceptable estoppel
certificate (that does not raise any issues in regard to the Indemnified
Construction Matters).

4.   TENANT AND SITE RELATED MATTERS.

          4.1  Seller and Stan Thomas individually, shall, jointly and
severally, indemnify, defend, and hold harmless the Indemnified Parties from and
against any and all losses, liabilities, damages, claims, injunctions, suits,
proceedings, disbursements or expenses (including, without limitation,
reasonable attorneys' and experts' fees and disbursements and court costs) of
whatever kind or nature, and whether or not incurred in connection with any
judicial or administrative proceedings, which may be imposed upon, suffered by,
incurred by, or asserted against the Indemnified Parties that directly or
indirectly arise out of or in connection with any matter, circumstance, injury
or damage that arises by reason of: (i) the matters raised by the Panera Bread
estoppel dated as of December 16, 2003, and (ii) satisfaction of the
construction and parking installation requirements described by the Panera Bread
lease, and (iii) any issue arising from the delivery by Jared's of its estoppel
at such time as an estoppel is received from Jared's by Purchaser, and (iv) all
unfulfilled covenants and obligations of Seller pursuant to the terms of that
certain



KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

Reciprocal Easement Agreement entered into by and between Seller and the City of
Concord, NC, dated February 11, 1999 and recorded as Document No. 2468/71.

5.   REMEDIES.

     5.1. The remedies and indemnities set forth herein are in addition to all
rights of IREA and Purchaser as are set forth in the Contract and all rights of
set off contained therein shall include any failure by the Seller to complete
the obligations hereunder. The obligations of each Seller are joint and several
and each such party shall remain fully liable for the full amount of any such
parties' obligations.

6.   FURTHER ASSURANCES.

     6.1. Seller and Purchaser agree to cooperate with each other following the
closing to confirm any matter and execute any document reasonably required by
the other party in furthering of the closing and consistent with the
requirements of the contract.

7.   DEFINED TERMS.

     7.1. All capitalized terms which are not expressly defined herein shall
have the meaning as set forth in the Contract.

8.   INDEMNIFICATION.

     8.1. Seller agrees to indemnify and hold harmless the Indemnified Parties
from and against any loss, cost or expense incurred by any Indemnified Party,
including costs and attorneys fees, ("Loss") as a result of Sellers' failure to
obtain the required documents or complete its obligations under this Agreement,
or any Loss that results from a certification hereafter being false or
misleading in any material respect.

9.   MISCELLANEOUS.

     9.1. This Agreement shall be binding upon and inure to the benefit of the
parties to this Agreement and their respective successors and permitted assigns.

     9.2. Any claim or dispute that arises out of or in relation to this
Agreement among the parties shall be settled by final binding arbitration. Any
arbitration conducted hereunder shall be conducted in accordance with the rules
of the American Arbitration Association ("AAA") before three (3) arbitrators,
with Seller and Purchaser each being entitled to select one arbitrator approved
by the AAA, which two arbitrators shall then select the third arbitrator. Any
award rendered by the arbitrators will be conclusive and binding upon the
parties hereto, and judgment may be entered



KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

upon the award in any court having jurisdiction thereof. The obligation of the
parties to resort to arbitration shall not prevent the parties from seeking
temporary injunctive relief from courts of competent jurisdiction.

                    PLEASE SEE FOLLOWING PAGE FOR SIGNATURES



KING'S GRANT POST CLOSING AND INDEMNITY AGREEMENT

     IN WITNESS WHEREOF, the parties have executed this Post Closing and
Indemnity Agreement effective the first date written above.


SELLERS:                                 PURCHASER:

THOMAS ENTERPRISES, INC., a              INLAND SOUTHEAST KINGS GRANT,
Georgia corporation                      L.L.C., a Delaware limited liability
                                         company

                                         By: Inland Western Retail Real Estate
                                         Trust, Inc.,
                                         a Maryland corporation


By:  /s/ Stan Thomas                     By:  /s/ Karen Kautz
   -----------------------------------      ---------------------------------
Name:  Stanley E. Thomas             Its:     Karen Kautz
     ---------------------------------        -------------------------------
Title: President                         Title: Authorized Agent
      --------------------------------         ------------------------------


FOURTH QUARTER PROPERTIES IV, Inc., a
Georgia corporation


By: /s/ Stan Thomas
   -----------------------------------
Name:   Stanley E. Thomas
     ---------------------------------
Title:  President
      --------------------------------


        /s/ Stan Thomas
- --------------------------------------
Stan Thomas individually, solely for
the purpose of making the indemnities
described in section 1.1, 3.1 and 4.1
of this Agreement.

EX-10.33

                                                                   Exhibit 10.33

                                                                Loan No. 6518217

                                  MORTGAGE NOTE

$18,150,000.00                                          New Britain, Connecticut
                                                                 January 1, 2004

     FOR VALUE RECEIVED, INLAND SOUTHEAST NEW BRITAIN, L.L.C., a Delaware
limited liability company, having its principal place of business at 2901
Butterfield Road, Oak Brook, Illinois 60523 (hereinafter referred to as
"MAKER"), promises to pay to the order of JOHN HANCOCK LIFE INSURANCE COMPANY
("JOHN HANCOCK"), a Massachusetts corporation, its successors and assigns, at
its principal place of business at John Hancock Tower, T-56, 200 Clarendon
Street, Boston, Massachusetts 02117 (John Hancock and each successor or assign
being hereinafter referred to as "PAYEE"), or at such place as the holder hereof
may from time to time designate in writing, the principal sum of Eighteen
Million One Hundred Fifty Thousand and No/100 Dollars ($18,150,000.00) in lawful
money of the United States of America with interest thereon to be computed from
the date of disbursement of the loan proceeds at the Applicable Interest Rate
(hereinafter defined).

     1.   PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall be
paid as follows:

          (a)  If the loan proceeds are not disbursed on the first day of a
               month, then interest only at the Applicable Interest Rate from
               and including the date of disbursement of the loan proceeds to
               the first day of the month following such disbursement shall be
               due and payable in advance on the date of such disbursement;

          (b)  Interest only is to be paid in installments as follows:
               $68,970.00 on the 1st day of March, 2004, and on the first day of
               each calendar month thereafter up to and including the 1st day of
               January, 2009; and

          (c)  The outstanding principal balance and all accrued and unpaid
               interest thereon and all other sums and fees due under this Note
               shall be due and payable on the 1st day of February, 2009 (the
               "MATURITY DATE").

          Interest on the principal balance of this Note shall be calculated on
a monthly basis using, as the agreed method of calculation, a three hundred
sixty (360) day year consisting of twelve (12) months of thirty (30) days each;
PROVIDED, HOWEVER, that interest for a period of less than a full month shall be
calculated by multiplying the actual number of days elapsed during such partial
month by a daily rate based upon a three hundred sixty-five day year and the
interest rate then due under this Note.

          The term "APPLICABLE INTEREST RATE" as used in this Note shall mean
from the date of disbursement of the loan proceeds through and including the
Maturity Date, a rate of four and fifty-six hundredths percent (4.56%) per
annum.



                                                                Loan No. 6518217

          If at any time Payee receives, from Maker or otherwise, any amount
applicable to the Debt (hereinafter defined) which is less than all amounts due
and payable at such time, Payee may apply that payment to amounts then due and
payable in any manner and in any order determined by Payee, in Payee's sole
discretion. Payee shall, however, be under no obligation to accept any amount
less than all amounts then due and payable. Maker agrees that neither Payee's
acceptance of a payment from Maker in an amount that is less than all amounts
then due and payable nor Payee's application of such payment shall constitute or
be deemed to constitute either a waiver of the unpaid amounts or an accord and
satisfaction. This provision shall control notwithstanding any inconsistent
direction by Maker or any other obligor hereunder.

          The whole of the principal sum of this Note, together with all
interest accrued and unpaid thereon and all other sums due under this Note and
any other instrument now or hereafter evidencing, securing, guaranteeing or
executed in connection with the indebtedness evidenced hereby (the "LOAN
DOCUMENTS") (all such sums hereinafter collectively referred to as the "DEBT")
shall without notice become immediately due and payable at the option of Payee
upon an "EVENT OF DEFAULT" as the same is defined in the Mortgage (hereinafter
defined). All of the terms, covenants and conditions contained in the Mortgage
and the other Loan Documents are hereby made part of this Note to the same
extent and with the same force as if they were fully set forth herein.

     2.   PREPAYMENT. Except as provided below, Maker may not prepay the loan in
whole or in part.

          On or after the end of the 2nd Loan Year (as hereinafter defined), on
any scheduled payment date and subject to giving Payee not less than thirty (30)
nor more than ninety (90) days' prior written notice specifying the scheduled
payment date on which prepayment is to be made (the "PREPAYMENT DATE"), Maker
may prepay the entire principal amount together with any and all accrued
interest and other sums due under the Loan Documents, and subject to payment of
a prepayment premium equal to the greater of:

          (a)  the positive amount, if any, equal to (i) the sum of the present
               values of all scheduled payments due under this Note from the
               Prepayment Date to and including the Maturity Date, minus (ii)
               the principal balance of this Note immediately prior to such
               prepayment; or

          (b)  one percent (1.00%) of the principal balance of this Note
               immediately prior to such prepayment.

          All present values shall be calculated as of the Prepayment Date,
using a discount rate, compounded monthly, equal to the yield rate, converted to
its monthly equivalent, of the United States Treasury Security having the
closest maturity date to the Maturity Date of this Note as established in the
Wall Street Journal or other business publication of general circulation five
(5) business days before the Prepayment Date.

                                      - 2 -


                                                                Loan No. 6518217

          In the event that the yield rate on publicly traded United States
Treasury Securities is not obtainable, then the nearest equivalent issue or
index shall be selected, at Payee's reasonable determination, and used to
calculate the prepayment premium.

          The loan will be open to prepayment without premium on any scheduled
payment date during the last ninety (90) days of the term of the loan.

          If any notice of prepayment is given, the principal balance of the
loan and the other sums required pursuant to the Section 2 shall be due and
payable on the Prepayment Date, unless Maker provides written notice to Payee
that it is revoking said prepayment notice no later than five (5) business days
prior to the Prepayment Date.

          The above premium shall not be applicable to a prepayment resulting
from Payee's election to require insurance loss proceeds or condemnation awards
to be applied to a payment of principal.

          No partial prepayment shall be allowed except in the case of the
application by Payee of any insurance or condemnation proceeds as expressly
provided for in the Loan Documents.

          The Loan Year is defined as any twelve month period commencing with
the date on which the first monthly installment is due or any anniversary
thereof.

     3.   ACCELERATION/DEFAULT. Maker acknowledges that the loan was made on the
basis and assumption that Payee would receive the payments of interest set forth
herein for the full term of this loan. Therefore, whenever the Maturity Date of
the loan has been accelerated by reason of an Event of Default under the Loan
Documents, which Event of Default occurs prior to the time period, if any, in
which prepayment is allowed and prior to the date on which the full amount of
the balance of principal and interest then remaining unpaid shall be due,
including an acceleration by reason of sale, conveyance, further encumbrance or
other Event of Default (which acceleration shall be at Payee's sole option),
there shall be due, in addition to the outstanding principal balance, accrued
interest and other sums due under the Loan Documents, a prepayment premium equal
to (i) the interest which would have accrued on the principal balance of this
Note at the Applicable Interest Rate from the date of such acceleration to the
expiration of the 2nd Loan Year plus (ii) an amount equal to the prepayment
premium that would have been due and payable pursuant to Section 2 hereof had
such prepayment occurred on the first (1st) day of the 3rd Loan Year. In
addition, in the event of any prepayment made on or prior to the first (1st) day
of the 2nd Loan Year, there shall also then be immediately due and payable in
addition to the prepayment premium set forth in the preceding sentence an
additional sum equal to two percent (2.00%) of the then outstanding principal
balance of this Note.

          If an Event of Default occurs on or after the date on which prepayment
is permitted, then in lieu of the above premium, payment of a premium set forth
in this Section 3 calculated in the manner set forth in Section 2 hereof shall
be required.

                                      - 3 -


                                                                Loan No. 6518217

          A tender of the amount necessary to satisfy the entire indebtedness,
paid at any time following such Event of Default or acceleration, including at a
foreclosure sale or during any subsequent redemption period, if any, shall be
deemed a voluntary prepayment, and, at Payee's option, such payment shall
include a premium as described in this Section 3.

     4.   DEFAULT RATE. Maker does hereby agree that upon the occurrence of an
Event of Default (beyond any applicable grace or cure period) and while any
Event of Default exists, including, without limitation, the failure of Maker to
pay the Debt in full on the Maturity Date, Payee shall be entitled to receive
and Maker shall pay interest on the entire unpaid principal sum, effective from
the date of Maker's initial default with respect to such Event of Default
without allowance for any applicable notice and/or grace period, at a rate (the
"DEFAULT RATE") equal to five percent (5%) above the Applicable Interest Rate,
but in no event to exceed the highest rate permitted under the laws of the
jurisdiction where the property secured by the Mortgage is situated. This charge
shall be added to the Debt, and shall be deemed secured by the Mortgage. This
clause, however, shall not be construed as an agreement or privilege to extend
the date of the payment of the Debt, nor as a waiver of any other right or
remedy available to Payee by reason of the occurrence of any Event of Default.

     5.   LATE CHARGE. If any monthly interest payment payable under this Note
(except for the final payment) is not paid in full within five (5) days of the
date on which it is due, Maker shall pay to Payee an amount equal to the lesser
of five percent (5%) of such unpaid sum or the maximum amount permitted by
applicable law to defray the expenses incurred by Payee in handling and
processing such delinquent payment and to compensate Payee for the loss of the
use of such delinquent payment and such amount shall be secured by the Loan
Documents.

     6.   SECURITY FOR LOAN. This Note is secured by the Mortgage and certain
other Loan Documents. The term "MORTGAGE" as used in this Note shall mean the
Mortgage, Assignment of Leases and Rents and Security Agreement dated the date
hereof in the principal sum of $18,150,000.00 given by Maker for the use and
benefit of Payee covering certain premises located at 1309 Corbin Street, in the
City of New Britain, County of Hartford, State of Connecticut, as more
particularly described therein.

     7.   COMPLIANCE WITH LAW. It is expressly stipulated and agreed to be the
intent of Maker and Payee at all times to comply with applicable state law or
applicable United States federal law (to the extent that it permits Payee to
contract for, charge, take, reserve or receive a greater amount of interest than
under state law) and that this paragraph shall control every other covenant and
agreement in this Note and the other Loan Documents. If the applicable law
(state or federal) is ever judicially interpreted so as to render usurious any
amount called for under this Note or any of the other Loan Documents, or
contracted for, charged, taken, reserved or received with respect to the Debt,
or if Payee's exercise of the option to accelerate the Maturity Date, or if any
prepayment by Maker results in Maker's having paid any interest in excess of
that permitted by applicable law, then it is Payee's express intent that all
excess amounts theretofore collected by Payee shall be (a) credited on the
principal balance of this Note and all other Debt and the provisions of this
Note, and the other Loan Documents immediately be deemed reformed and the

                                      - 4 -


                                                                Loan No. 6518217

amounts thereafter collectible hereunder and thereunder reduced, without the
necessity of the execution of any new documents, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise
called for hereunder or thereunder or (b) if required by law, refunded to Maker.
All sums paid or agreed to be paid to Payee for the use or forbearance of the
Debt shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term of the Debt until payment
in full so that the rate or amount of interest on account of the Debt does not
exceed the maximum lawful rate from time to time in effect and applicable to the
Debt for so long as the Debt is outstanding. Notwithstanding anything to the
contrary contained herein, in the Mortgage or in any of the other Loan
Documents, it is not the intention of Payee to accelerate the maturity of any
interest that has not accrued at the time of such acceleration or to collect
unearned interest at the time of such acceleration.

     8.   AMENDMENTS. This Note may not be modified, amended, waived, extended,
changed, discharged or terminated orally or by any act or failure to act on the
part of Maker or Payee, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

     9.   JOINT AND SEVERAL LIABILITY. If Maker consists of more than one person
or party, the obligations and liabilities of each such person or party shall be
joint and several.

     10.  CONSTRUCTION. Whenever used, the singular number shall include the
plural, the plural the singular, and the words "PAYEE" and "MAKER" shall
include their respective successors, assigns, heirs, executors and
administrators.

     11.  WAIVERS. Maker and all others who may become liable for the payment of
all or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, protest, notice of protest and non-payment and
notice of intent to accelerate the maturity hereof (and of such acceleration).
No release of any security for the Debt or extension of time for payment of this
Note or any installment hereof and no alteration, amendment or waiver of any
provision of this Note, the Mortgage or any other Loan Documents made by
agreement between Payee and any other person or party shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Maker and any other who may become liable for the payment of all or any part of
the Debt, under this Note, the Mortgage or any other Loan Documents.

     12.  AUTHORITY. Maker (and the other undersigned representative of Maker,
if any) represents that Maker has full power, authority and legal right to
execute, deliver and perform its obligations pursuant to this Note, the Mortgage
and the other Loan Documents and that this Note, the Mortgage and the other Loan
Documents constitute valid and binding obligations of Maker.

     13.  TIME. Time is of the essence of this Note.

                                      - 5 -


                                                                Loan No. 6518217

     14.  REPLACEMENT NOTE. In the event of the loss, theft or destruction of
this Note, upon Maker's receipt of a reasonably satisfactory indemnification
agreement executed in favor of Maker by Payee or in the event of the mutilation
of this Note, upon the surrender of the mutilated Note by Payee to Maker, Maker
shall execute and deliver to Payee a new mortgage note in form and content
identical to this Note in lieu of the lost, stolen, destroyed or mutilated Note.

     15.  NOTICE. All notices required to be given pursuant hereto shall be
given in the manner specified in the Mortgage directed to the parties at their
respective addresses as provided therein.

     16.  COSTS AND EXPENSES. Maker shall pay all expenses and costs, including
reasonable fees and out-of-pocket expenses of attorneys and expert witnesses and
costs of investigation incurred by Payee as a result of any Event of Default or
in connection with efforts to collect any amount due under this Note or to
enforce the provisions of any of the Loan Documents, including those incurred in
post-judgement collection efforts and in any bankruptcy proceeding (including
any action for relief from the automatic stay of any bankruptcy proceeding) or
judicial or non-judicial foreclosure proceeding.

     17.  FORBEARANCE. Any forbearance by Payee in exercising any right or
remedy under this Note, the Mortgage or any other Loan Document or otherwise
afforded by applicable law shall not be a waiver of or preclude the exercise of
that or any other right or remedy. The acceptance by Payee of any payment after
the due date of such payment or in an amount which is less than the required
payment shall not be a waiver of Payee's right to require prompt payment when
due of all other payments or to exercise any right or remedy with respect to any
failure to make prompt payment. Enforcement by Payee of any security for Maker's
obligations under this Note shall not constitute an election by Payee of
remedies so as to preclude the exercise of any other right or remedy available
to Payee.

     18.  SECTION HEADINGS. The Section headings inserted in this Note have been
included for convenience only and are not intended and shall not be construed to
limit or define in any way the substance of any section contained herein.

     19.  LIMITATION ON LIABILITY. Notwithstanding anything to the contrary
contained herein, but subject to the obligations of PARAGRAPH 45 of the
Mortgage, any claim based on or in respect of any liability of Maker under this
Note, the Mortgage or any other Loan Document shall be enforced only against the
Mortgaged Property (as such term is defined in the Mortgage) and any other
collateral now or hereafter given to secure this Note and not against any other
assets, properties or funds of Maker; PROVIDED, HOWEVER, that the liability of
Maker for loss, costs or damage arising out of the matters described in the
subsections below (collectively, "NON-RECOURSE CARVEOUT OBLIGATIONS") shall not
be limited solely to the Mortgaged Property and other collateral now or
hereafter given to secure this Note but shall include all of the assets,
properties and funds of Maker: (i) fraud, misrepresentation and waste, (ii) any
rents, issues or profits collected more than one (1) month in advance of their
due dates to the extent such sums remain collected more than one month in
advance of their due dates following an Event of Default, (iii) any
misapplication of rents, issues or profits, security deposits and any other
payments from

                                      - 6 -


                                                                Loan No. 6518217

tenants or occupants (including, without limitation, lease termination fees),
insurance proceeds, condemnation awards or other sums of a similar nature to the
extent such misapplication continues following an Event of Default, (iv)
liability under environmental covenants, conditions and indemnities contained in
the Mortgage and in any separate environmental indemnity agreements, (v)
personalty or fixtures removed or allowed to be removed by or on behalf of Maker
and not replaced by items of equal or greater value or functionality than the
personalty or fixtures so removed, (vi) failure to pay taxes or assessments
prior to delinquency, or to pay charges for labor, materials or other charges
which can create liens on any portion of the Mortgaged Property and any sums
expended by Payee in the performance of or compliance with the obligations of
Maker under the Loan Documents, including, without limitation, sums expended to
pay taxes or assessments or hazard insurance premiums or bills for utilities or
other services or products for the benefit of the Mortgaged Property, (vii) the
unauthorized sale, conveyance or transfer of title to the Mortgaged Property or
encumbrance of the Mortgaged Property, (viii) the failure of Maker to maintain
its status as a single purpose, bankruptcy-remote entity pursuant to its
organizational documents and the Loan Documents, and (ix) attorney's fees, court
costs and other expenses incurred by Payee in connection with enforcement of
Maker's personal liability as set forth herein. Nothing herein shall be deemed
(w) to be a waiver of any right which Payee may have under any bankruptcy law of
the United States or the state where the Mortgaged Property is located
including, but not limited to, Section 506(a), 506(b), 1111(b) or any other
provisions of the U.S. Bankruptcy Code to file a claim for the full amount of
the indebtedness secured by the Mortgage or to require that all collateral
securing the indebtedness secured hereby shall continue to secure all of the
indebtedness owing to Payee in accordance with this Note, the Mortgage and the
other Loan Documents; (x) to impair the validity of the indebtedness secured by
the Mortgage; (y) to impair the right of Payee as mortgagee or secured party to
commence an action to foreclose any lien or security interest; or (z) to modify,
diminish or discharge the liability of any guarantor under any guaranty or of
any indemnitor under any indemnity agreement.

          This Note shall be governed and construed in accordance with the laws
of the State of Connecticut and the applicable laws of the United States of
America.

     20.  SPECIAL STATE PROVISIONS. IN CONNECTION WITH ANY ACTION OR PROCEEDING
RELATING TO THIS NOTE, OR THE OTHER DOCUMENTS OR TRANSACTIONS EVIDENCED HEREBY
OR THEREBY, (i) MAKER WAIVES ANY RIGHT TO NOTICE AND HEARING UNDER CHAPTER
903(a) OF THE CONNECTICUT GENERAL STATUTES, AS NOW OR HEREAFTER AMENDED, OR ANY
SUCCESSOR ACT THERETO, AND AUTHORIZES THE ATTORNEY OF PAYEE TO ISSUE A WRIT FOR
THE PREJUDGMENT REMEDY WITHOUT COURT ORDER, AND (ii) MAKER WAIVES TRIAL BY JURY
IN ANY SUCH ACTION OR PROCEEDING AND AGREES THAT NO SUCH ACTION WITH RESPECT TO
WHICH A JURY TRIAL HAS BEEN WAIVED SHALL BE SOUGHT TO BE CONSOLIDATED WITH ANY
OTHER ACTION WITH RESPECT TO WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED.

                                      - 7 -


                                                                Loan No. 6518217

STATE OF ___________      )
                          ) ss.  ____________                  January ___, 2004
COUNTY OF __________      )

     Personally appeared ______________, ___________________ of Inland Western
Retail Real Estate Trust, Inc., a Maryland corporation, the Sole Member of
Inland Southeast New Britain, L.L.C., a Delaware limited liability company,
signer and sealer of the foregoing instrument, and acknowledged the same to be
his/her free act and deed as such __________ and the free act and deed of said
____________ and ____________, before me.



                                       -----------------------------------
                                       Name:
                                       Commissioner of the Superior Court
                                       Notary Public
                                       My commission expires:
                                                             -------------

                                       [SEAL]


                     [ACKNOWLEDGEMENT PAGE TO MORTGAGE NOTE]

                                      - 9 -


                                                                Loan No. 6518217

     IN WITNESS WHEREOF, Maker has duly executed and delivered this Note the day
and year first above written.

WITNESSED BY:                 MAKER:

/s/ JoAnne Schoeller          INLAND SOUTHEAST NEW BRITAIN, L.L.C.,
- ----------------------        a Delaware limited liability company
Name: JoAnne Schoeller
      ----------------
                              By: Inland Western Retail Real Estate Trust, Inc.,
                                  a Maryland corporation, its sole member

                                  By:    /s/ Valerie Medina
                                     -------------------------------------------
                                  Its:   Asst. Secretary
                                      ------------------------------------------


                        [SIGNATURE PAGE TO MORTGAGE NOTE]

                                      - 8 -


                                                                Loan No. 6518217

STATE OF ILLINOIS     )
                      ) ss. ____________                         January 5, 2004
COUNTY OF DUPAGE      )

     Personally appeared Valerie Medina, Asst. Secretary of Inland Western
Retail Real Estate Trust, Inc., a Maryland corporation, the Sole Member of
Inland Southeast New Britain, L.L.C., a Delaware limited liability company,
signer and sealer of the foregoing instrument, and acknowledged the same to be
his/her free act and deed as such Asst. Sec. and the free act and deed of said
Corporation and _____________, before me.


                                       /s/ Kimberly A. Mitchell
                                       --------------------------------------
                                       Name:
                                       Commissioner of the Superior Court
            OFFICIAL SEAL              Notary Public
         KIMBERLY A. MITCHELL          My commission expires:
  NOTARY PUBLIC-STATE OF ILLINOIS                            ----------------
  MY COMMISSION EXPIRES: 03-12-07
                                       [SEAL]


                     [ACKNOWLEDGEMENT PAGE TO MORTGAGE NOTE]

                                      - 9 -

EX-10.34

                                                                   Exhibit 10.34

                                                                Loan No. 6518217

              MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
                                    AGREEMENT


                           Dated as of January 1, 2004


                      INLAND SOUTHEAST NEW BRITAIN, L.L.C.
                                   (Mortgagor)

                                       TO

                       JOHN HANCOCK LIFE INSURANCE COMPANY
                                   (Mortgagee)


                              LOCATION OF PROPERTY:
                               1309 Corbin Street
                            New Britain, Connecticut


                              Record and Return To:

                               Quarles & Brady LLP
                             500 West Madison Street
                                   Suite 3700
                             Chicago, Illinois 60661
                        Attention: Peter A. Sarasek, Esq.



                                                                Loan No. 6518217

                                TABLE OF CONTENTS



                                                                                               Page
                                                                                               ----
                                                                                           
1.   Payment of Indebtedness and Incorporation of Covenants, Conditions and
       Agreements.................................................................................4
2.   Warranty of Title............................................................................4
3.   Insurance; Casualty..........................................................................5
4.   Payment of Taxes, Etc.......................................................................10
5.   Reserve Fund................................................................................11
6.   Condemnation................................................................................13
7.   Leases and Rents............................................................................14
8.   Maintenance and Use of Mortgaged Property...................................................16
9.   Transfer or Encumbrance of the Mortgaged Property or Interests in the
       Mortgagor; Other Indebtedness.............................................................17
10.  Estoppel Certificates.......................................................................23
11.  No Cooperative or Condominium...............................................................23
12.  Changes in the Laws Regarding Taxation......................................................23
13.  No Credits on Account of the Indebtedness...................................................24
14.  Documentary Stamps..........................................................................24
15.  Right of Entry..............................................................................24
16.  Books and Records...........................................................................24
17.  Performance of Other Agreements.............................................................25
18.  Representations and Covenants Concerning Loan...............................................25
19.  Single Purpose Entity/Separateness..........................................................27
20.  Events of Default; Remedies.................................................................30
21.  Additional Remedies.........................................................................31
22.  Right to Cure Defaults......................................................................34
23.  Late Payment Charge.........................................................................34
24.  Prepayment..................................................................................34
25.  Prepayment After Event of Default...........................................................34
26.  Appointment of Receiver.....................................................................34
27.  Security Agreement..........................................................................35
28.  Authority...................................................................................36
29.  Actions and Proceedings.....................................................................36
30.  Further Acts, Etc...........................................................................36
31.  Recording of Mortgage, Etc..................................................................37
32.  Usury Laws..................................................................................37
33.  Sole Discretion of Mortgagee................................................................37
34.  Recovery of Sums Required To Be Paid........................................................37
35.  Marshalling and Other Matters...............................................................38
36.  Waiver of Notice............................................................................38
37.  Remedies of Mortgagor.......................................................................38
38.  Reporting Requirements......................................................................38
39.  Hazardous Materials.........................................................................38
40.  Asbestos....................................................................................41
41.  Bankruptcy or Insolvency....................................................................41
42.  Compliance with ERISA and State Statutes on Governmental Plans..............................42
43.  Assignments.................................................................................43
44.  Cooperation.................................................................................43
45.  Indemnification for Non-Recourse Carveout Obligations.......................................44


                                      - i -


                                                                Loan No. 6518217

                                                                                           
46.  Exculpation.................................................................................44
47.  Notices.....................................................................................45
48.  Non-Waiver..................................................................................46
49.  Joint and Several Liability.................................................................47
50.  Severability................................................................................47
51.  Duplicate Originals.........................................................................47
52.  Indemnity and Mortgagee's Costs.............................................................47
53.  Certain Definitions.........................................................................47
54.  No Oral Change..............................................................................48
55.  No Foreign Person...........................................................................48
56.  Separate Tax Lot............................................................................48
57.  Right to Release Any Portion of the Mortgaged Property......................................48
58.  Subrogation.................................................................................48
59.  Administrative Fees.........................................................................48
60.  Disclosure..................................................................................48
61.  Headings, Etc...............................................................................49
62.  Address of Real Property....................................................................49
63.  Intentionally Deleted.......................................................................49
64.  Publicity...................................................................................49
65.  Relationship................................................................................49
66.  Homestead...................................................................................49
67.  No Third Party Beneficiaries................................................................49
68.  Compliance with Regulation U................................................................49
69.  Entire Agreement............................................................................49
70.  Servicer....................................................................................50
71.  Governing Law; Consent to Jurisdiction......................................................50
72.  Special State Provisions....................................................................50



                                     - ii -


                                                                Loan No. 6518217

                             INDEX OF DEFINED TERMS

                                                                                           
Additional Land...................................................................................1
Architect.........................................................................................7
Assignee.........................................................................................14
Assignment of Leases and Rents...................................................................15
Assignor.........................................................................................14
Bankruptcy Code...................................................................................3
Code.............................................................................................37
Collateral.......................................................................................36
Depository.......................................................................................10
Equipment.........................................................................................2
ERISA............................................................................................43
GAAP.............................................................................................29
Guarantors.......................................................................................28
Guaranty.........................................................................................48
Improvements......................................................................................2
Indebtedness......................................................................................1
Independent Director.............................................................................30
Land..............................................................................................1
Late Charge......................................................................................35
Leases............................................................................................3
Loan..............................................................................................1
Loan Documents...................................................................................48
Management Agreement.............................................................................26
Manager..........................................................................................27
Mortgage..........................................................................................1
Mortgaged Property............................................................................1, 49
Mortgagee.....................................................................................1, 48
Mortgagor.....................................................................................1, 48
Non-Recourse Carveout Obligations................................................................46
Note..........................................................................................1, 48
Other Charges....................................................................................10
Permitted Encumbrances............................................................................5
Person...........................................................................................49
Policies..........................................................................................6
Rating Agencies..................................................................................20
Real Property.....................................................................................2
Rents.........................................................................................3, 15
Repair and Remediation Reserve Fund..............................................................13
Replacement Reserve Agreement....................................................................12
Replacement Reserve Fund.........................................................................12
Reserve Fund.....................................................................................13
Restoration.......................................................................................7
Secondary Market Transactions....................................................................45
Servicer.........................................................................................51
Small Lease......................................................................................15





                                                                Loan No. 6518217

                                                                                              
SPC Party........................................................................................30
Tax and Insurance Fund...........................................................................11
Taxes............................................................................................10
Tenant Improvement and Leasing Commission Reserve................................................12
Tenant Improvement and Leasing Commission Reserve Fund...........................................13
Termination Amount...............................................................................15
Transferee.......................................................................................19
Uniform Commercial Code...........................................................................2



                                     - ii -


                                                                Loan No. 6518217

          THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT
(this "MORTGAGE"), made as of the 1st day of January, 2004, by INLAND SOUTHEAST
NEW BRITAIN, L.L.C., a Delaware limited liability company, having its principal
place of business at 2901 Butterfield Road, Oak Brook, Illinois 60523
("MORTGAGOR"), to and for the benefit of JOHN HANCOCK LIFE INSURANCE COMPANY, a
Massachusetts corporation having its principal place of business at John Hancock
Tower, T-56, 200 Clarendon Street, Boston, Massachusetts 02116 ("MORTGAGEE").

                              W I T N E S S E T H:

          For the consideration of Ten Dollars and other good and valuable
consideration received to its full satisfaction and To secure the payment of an
indebtedness in the principal sum of Eighteen Million One Hundred Fifty Thousand
and No/100 Dollars ($18,150,000.00), lawful money of the United States of
America, to be paid with interest and all other sums and fees payable according
to a certain mortgage note dated the date hereof made by Mortgagor to Mortgagee
(the mortgage note, together with all extensions, renewals or modifications
thereof, being hereinafter collectively called the "NOTE"; and the loan
evidenced by the Note being hereinafter referred to as the "LOAN") and all
indebtedness, obligations, liabilities and expenses due hereunder and under any
other Loan Document (as hereinafter defined) (the indebtedness, interest, other
sums, fees, obligations and all other sums due under the Note and/or hereunder
and/or any other Loan Document being collectively called the "INDEBTEDNESS"),
Mortgagor has mortgaged, given, granted, bargained, sold, alienated, enfeoffed,
conveyed, confirmed, pledged, assigned and hypothecated and by these presents
does mortgage, give, grant, bargain, sell, alien, enfeoff, convey, confirm,
pledge, assign and hypothecate unto Mortgagee and hereby grants unto Mortgagee a
security interest in the following property and rights, whether now owned or
held or hereafter acquired (collectively, the "MORTGAGED PROPERTY"):

                               GRANTING CLAUSE ONE

          All right, title and interest in and to the real property or
properties described on EXHIBIT A hereto (collectively, the "LAND").

                               GRANTING CLAUSE TWO

          All additional lands, estates and development rights hereafter
acquired by Mortgagor for use in connection with the Land and the development of
the Land and all additional lands and estates therein which may, from time to
time, by supplemental mortgage or otherwise, be expressly made subject to the
lien thereof (collectively, the "ADDITIONAL LAND").

                              GRANTING CLAUSE THREE

          Any and all buildings, structures, fixtures, additions, enlargements,
extensions, modifications, repairs, replacements and improvements now or
hereafter located on the Land or any part thereof (collectively, the
"IMPROVEMENTS"; the Land, the Additional Land and the Improvements hereinafter
collectively referred to as the "REAL PROPERTY").



                                                                Loan No. 6518217

                              GRANTING CLAUSE FOUR

          All easements, rights-of-way, strips and gores of land, streets, ways,
alleys, passages, sewer rights, water, water courses, water rights and powers,
oil, gas and mineral rights, air rights and development rights, zoning rights,
tax credits or benefits and all estates, rights, titles, interests, privileges,
liberties, tenements, hereditaments and appurtenances of any nature whatsoever
in any way now or hereafter belonging, relating or pertaining to the Real
Property or any part thereof and the reversion and reversions, remainder and
remainders and all land lying in the bed of any street, road or avenue, opened
or proposed, in front of or adjoining the Land or any part thereof to the center
line thereof and all the estates, rights, titles, interests, dower and rights of
dower, curtesy and rights of curtesy, property, possession, claim and demand
whatsoever, both in law and in equity, of Mortgagor in, of and to the Real
Property and every part and parcel thereof, with the appurtenances thereto.

                              GRANTING CLAUSE FIVE

          All machinery, equipment, fixtures and other property of every kind
and nature whatsoever owned by Mortgagor or in which Mortgagor has or shall have
an interest (to the extent of such interest) now or hereafter located upon the
Real Property or appurtenant thereto and usable in connection with the present
or future operation and occupancy of the Real Property and all building
equipment, materials and supplies of any nature whatsoever owned by Mortgagor or
in which Mortgagor has or shall have an interest (to the extent of such
interest) now or hereafter located upon the Real Property or appurtenant thereto
or usable in connection with the present or future operation and occupancy of
the Real Property, including but not limited to all heating, ventilating, air
conditioning, plumbing, lighting, communications and elevator machinery,
equipment and fixtures (hereinafter collectively called the "EQUIPMENT") and the
right, title and interest of Mortgagor in and to any of the Equipment which may
be subject to any security agreements (as defined in the Uniform Commercial Code
of the State in which the Mortgaged Property is located (the "UNIFORM COMMERCIAL
CODE")) superior, inferior or PARI PASSU in lien to the lien of this Mortgage.
In connection with Equipment which is leased to Mortgagor or which is subject to
a lien or security interest which is superior to the lien of this Mortgage, this
Mortgage shall also cover all right, title and interest of each Mortgagor in and
to all deposits and the benefit of all payments now or hereafter made with
respect to such Equipment.

                               GRANTING CLAUSE SIX

          All awards or payments, including interest thereon, which may
heretofore and hereafter be made with respect to the Real Property or any part
thereof, whether from the exercise of the right of eminent domain (including but
not limited to any transfer made in lieu of or in anticipation of the exercise
of said right), or for a change of grade or for any other injury to or decrease
in the value of the Real Property.

                              GRANTING CLAUSE SEVEN

          All leases and subleases (including, without limitation, all
guarantees thereof) and other agreements affecting the use, enjoyment and/or
occupancy of the Real Property or any part

                                      - 2 -


                                                                Loan No. 6518217

thereof, now or hereafter entered into (including any use or occupancy
arrangements created pursuant to Section 365(h) of Title 11 of the United States
Code (the "BANKRUPTCY CODE") or otherwise in connection with the commencement or
continuance of any bankruptcy, reorganization, arrangement, insolvency,
dissolution, receivership or similar proceedings or any assignment for the
benefit of creditors in respect of any tenant or occupant of any portion of the
Real Property), together with any extension or renewal of the same (the
"LEASES") and all income, rents, issues, profits, revenues and proceeds
including, but not limited to, all oil and gas or other mineral royalties and
bonuses from the Real Property (including any payments received pursuant to
Section 502(b) of the Bankruptcy Code or otherwise in connection with the
commencement or continuance of any bankruptcy, reorganization, arrangement,
insolvency, dissolution, receivership or similar proceedings or any assignment
for the benefit of creditors in respect of any tenant or occupant of any portion
of the Real Property and all claims as a creditor in connection with any of the
foregoing) (the "RENTS") and all proceeds from the sale, cancellation, surrender
or other disposition of the Leases and the right to receive and apply the Rents
to the payment of the Indebtedness.

                              GRANTING CLAUSE EIGHT

          All proceeds of and any unearned premiums on any insurance policies
covering the Real Property or any part thereof including, without limitation,
the right to receive and apply the proceeds of any insurance, judgments or
settlements made in lieu thereof, for damage to the Real Property or any part
thereof.

                              GRANTING CLAUSE NINE

          All tax refunds, including interest thereon, tax credits and tax
abatements and the right to receive or benefit from the same, which may be
payable or available with respect to the Real Property.

                               GRANTING CLAUSE TEN

          The right, in the name and on behalf of Mortgagor, to appear in and
defend any action or proceeding brought with respect to the Real Property or any
part thereof and to commence any action or proceeding to protect the interest of
Mortgagee in the Real Property or any part thereof.

                             GRANTING CLAUSE ELEVEN

          All accounts receivable, utility or other deposits, intangibles,
contract rights, interests, estates or other claims, both in law and in equity,
which Mortgagor now has or may hereafter acquire in the Real Property or any
part thereof.

                             GRANTING CLAUSE TWELVE

          All rights which Mortgagor now has or may hereafter acquire to be
indemnified and/or held harmless from any liability, loss, damage, cost or
expense (including, without limitation, attorneys' fees and disbursements)
relating to the Real Property or any part thereof.

                                      - 3 -


                                                                Loan No. 6518217

                            GRANTING CLAUSE THIRTEEN

          All plans and specifications, maps, surveys, studies, reports,
contracts, subcontracts, service contracts, management contracts, franchise
agreements and other agreements, franchises, trade names (excluding any trade
names to the extent they include therein the name "Inland"), trademarks
(excluding any trademarks to the extent they include therein the name "Inland"),
symbols, service marks, approvals, consents, permits, special permits, licenses
and rights, whether governmental or otherwise, respecting the use, occupation,
development, construction and/or operation of the Real Property or any part
thereof or the activities conducted thereon or therein, or otherwise pertaining
to the Real Property or any part thereof.

                            GRANTING CLAUSE FOURTEEN

          All proceeds, products, offspring, rents and profits from any of the
foregoing, including without limitation, those from sale, exchange, transfer,
collection, loss, damage, disposition, substitution or replacement of any of the
foregoing.

          WITH RESPECT to any portion of the Mortgaged Property which is not
real estate under the laws of the State in which the Mortgaged Property is
located, Mortgagor hereby grants, bargains, sells and conveys the same to
Mortgagee for the purposes set forth hereunder and Mortgagee shall be vested
with all rights, power and authority granted hereunder or by law to Mortgagee
with respect thereto.

          TO HAVE AND TO HOLD the above granted and described Mortgaged Property
unto and to the use and benefit of Mortgagee and the successors and assigns of
Mortgagee forever.

          PROVIDED, HOWEVER, these presents are upon the express condition, if
Mortgagor shall well and truly pay to Mortgagee the Indebtedness at the time and
in the manner provided in the Note and this Mortgage and shall well and truly
abide by and comply with each and every covenant and condition set forth herein,
in the Note and in the other Loan Documents, these presents and the estate
hereby granted shall cease, terminate and be void.

          AND Mortgagor represents and warrants to and covenants and agrees with
Mortgagee as follows:

                           PART I - GENERAL PROVISIONS

          1.   PAYMENT OF INDEBTEDNESS AND INCORPORATION OF COVENANTS,
CONDITIONS AND AGREEMENTS. Mortgagor shall pay the Indebtedness at the time and
in the manner provided in the Note, this Mortgage and the other Loan Documents.
All the covenants, conditions and agreements contained in the Note and the other
Loan Documents are hereby made a part of this Mortgage to the same extent and
with the same force as if fully set forth herein.

          2.   WARRANTY OF TITLE. Mortgagor has good and marketable title to
the Mortgaged Property; Mortgagor has the right to mortgage, give, grant,
bargain, sell, alienate,

                                      - 4 -


                                                                Loan No. 6518217

enfeoff, convey, confirm, pledge, lease, assign, hypothecate and grant a
security interest in the Mortgaged Property; Mortgagor possesses an indefeasible
fee estate in the Real Property; and Mortgagor owns the Mortgaged Property free
and clear of all liens, encumbrances and charges whatsoever except those
exceptions shown in the title insurance policy insuring the lien of this
Mortgage (this Mortgage and the liens, encumbrances and charges shown as
exceptions in such title policy, hereinafter collectively referred to as the
"PERMITTED ENCUMBRANCES"). Mortgagor shall forever warrant, defend and preserve
such title and the validity and priority of the lien of this Mortgage and shall
forever warrant and defend the same to Mortgagee against the claims of all
persons whomsoever.

          3.   INSURANCE; CASUALTY.

               (a)    Mortgagor, at its sole cost and expense, shall keep the
Mortgaged Property insured during the term of this Mortgage for the mutual
benefit of Mortgagor and Mortgagee against loss or damage by any peril covered
by a standard "special perils" or "all-risk-of-physical-loss" insurance policy
including, without limitation, riot and civil commotion, acts of terrorism,
vandalism, malicious mischief, burglary, theft and mysterious disappearance in
an amount (i) equal to at least one hundred percent (100%) of the then "full
replacement cost" of the Improvements and Equipment, without deduction for
physical depreciation and (ii) such that the insurer would not deem Mortgagor a
coinsurer under such policies. The policies of insurance carried in accordance
with this PARAGRAPH 3 shall be paid annually in advance and shall contain the
"Replacement Cost Endorsement" with a waiver of depreciation, and shall have a
deductible no greater than $10,000 unless so agreed by Mortgagee.

               (b)    Mortgagor, at its sole cost and expense, for the mutual
benefit of Mortgagor and Mortgagee, shall also obtain and maintain during the
term of this Mortgage the following policies of insurance:

               (i)    Flood insurance if any part of the Real Property is
     located in an area identified by the Secretary of Housing and Urban
     Development as an area having special flood hazards and in which flood
     insurance has been made available under the National Flood Insurance Act of
     1968 (and any successor act thereto) in an amount at least equal to the
     outstanding principal amount of the Note or the maximum limit of coverage
     available with respect to the Improvements and Equipment under said Act,
     whichever is less.

               (ii)   Comprehensive public liability insurance, including broad
     form property damage, blanket contractual and personal injuries (including
     death resulting therefrom) coverages.

               (iii)  Rental loss insurance in an amount equal to at least one
     hundred percent (100%) of the aggregate annual amount of all rents and
     additional rents payable by all of the tenants under the Leases (whether or
     not such Leases are terminable in the event of a fire or casualty), such
     rental loss insurance to cover rental losses for a period of at least one
     (1) year after the date of the fire or casualty in question. The amount of
     such rental loss insurance shall be adjusted no less frequently than
     annually during the term of this Mortgage to reflect all increased rent and
     increased additional rent payable by all of

                                      - 5 -


                                                                Loan No. 6518217

     the tenants under renewal Leases entered into in accordance with the terms
     of this Mortgage and all rent and additional rent payable by all of the
     tenants under new Leases entered into in accordance with the terms of this
     Mortgage.

               (iv)   Insurance against loss or damage from explosion of steam
     boilers, air conditioning equipment, high pressure piping, machinery and
     equipment, pressure vessels or similar apparatus now or hereafter installed
     in the Improvements.

               (v)    Such other insurance (including, without limitation,
     earthquake insurance) as may from time to time be reasonably required by
     Mortgagee in order to protect its interests or, in the event of a Secondary
     Market Transaction, as required by the Rating Agencies (as such terms are
     hereinafter defined).

               (c)    All policies of insurance (the "POLICIES") required
pursuant to this PARAGRAPH 3 (i) shall be issued by an insurer satisfactory to
Mortgagee (and, in the event of a Secondary Market Transaction, to the Rating
Agencies), (ii) shall contain the standard New York mortgagee non-contribution
clause naming Mortgagee as the person to which all payments made by such
insurance company shall be paid, (iii) shall be maintained throughout the term
of this Mortgage without cost to Mortgagee, (iv) shall be delivered to
Mortgagee, (v) shall contain such provisions as Mortgagee deems reasonably
necessary or desirable to protect its interest including, without limitation,
endorsements providing that neither Mortgagor, Mortgagee nor any other party
shall be a co-insurer under such Policies and that Mortgagee shall receive at
least thirty (30) days prior written notice of any modification or cancellation
and (vi) shall be reasonably satisfactory in form and substance to Mortgagee
(and, in the event of a Secondary Market Transaction, to the Rating Agencies)
and shall be approved by Mortgagee (and, in the event of a Secondary Market
Transaction, by the Rating Agencies) as to amounts, form, risk coverage,
deductibles, loss payees and insureds. All amounts recoverable thereunder are
hereby assigned to the Mortgagee. Not later than thirty (30) days prior to the
expiration date of each of the Policies, Mortgagor will deliver to Mortgagee
satisfactory evidence of the renewal of each of the Policies.

               (d)    If the Improvements shall be damaged or destroyed, in
whole or in part, by fire or other casualty, Mortgagor shall give prompt notice
thereof to Mortgagee and prior to the making of any repairs thereto. Following
the occurrence of fire or other casualty, Mortgagor, regardless of whether
insurance proceeds are payable under the Policies or, if paid, are made
available to Mortgagor by Mortgagee, shall promptly proceed with the repair,
alteration, restoration, replacement or rebuilding of the Improvements as near
as possible to their value, utility, condition and character prior to such
damage or destruction. Such repairs, alterations, restoration, replacement and
rebuilding are herein collectively referred to as the "RESTORATION". The
Restoration shall be performed in accordance with the following provisions:

               (i)    Mortgagor shall procure, pay for and furnish to Mortgagee
     true copies of all required governmental permits, certificates and
     approvals with respect to the Restoration.

                                      - 6 -


                                                                Loan No. 6518217

               (ii)   Mortgagor shall furnish Mortgagee, within thirty (30) days
     of the casualty, evidence reasonably satisfactory to Mortgagee of the cost
     to complete the Restoration.

               (iii)  If the Restoration involves structural work or the
     estimated cost to complete the Restoration exceeds five percent (5%) of the
     original principal amount of the Loan, the Restoration shall be conducted
     under the supervision of an architect (the "ARCHITECT") selected by
     Mortgagor and approved by Mortgagee (which approval shall not be
     unreasonably withheld), and no such Restoration shall be made except in
     accordance with detailed plans and specifications, detailed cost estimates
     and detailed work schedules approved by Mortgagee (which approval shall not
     be unreasonably withheld).

               (iv)   If the estimated cost of the Restoration shall exceed
     twenty-five percent (25%) of the fair market value of the Mortgaged
     Property, at the request of Mortgagee, Mortgagor, before commencing any
     work, shall cause to be furnished to Mortgagee a surety bond or bonds, in
     form and substance reasonably satisfactory to Mortgagee, naming Mortgagor
     and Mortgagee as co-obligees, in an amount that is not less than the
     estimated cost of the Restoration, issued by a surety company or companies
     reasonably satisfactory to Mortgagee.

               (v)    The Restoration shall be prosecuted to completion with all
     due diligence and in an expeditious and first class workmanlike manner and
     in compliance with all laws and other governmental requirements, all
     permits, certificates and approvals, all requirements of fire underwriters
     and all insurance policies then in force with respect to the Real Property.

               (vi)   At all times when any work is in progress, Mortgagor shall
     maintain all insurance then required by law or customary with respect to
     such work, and, prior to the commencement of any work, shall furnish to
     Mortgagee duplicate originals or certificates of the policies therefor.

               (vii)  Upon completion of the Restoration, Mortgagor shall obtain
     (A) any occupancy permit which may be required for the Improvements and (B)
     all other governmental permits, certificates and approvals and all permits,
     certificates and approvals of fire underwriters which are required for or
     with respect to the Restoration, and shall furnish true copies thereof to
     Mortgagee.

               (viii) An Event of Default (as hereinafter defined) shall be
     deemed to have occurred under this Mortgage if Mortgagor, after having
     commenced demolition or construction of any Improvements, shall abandon
     such demolition or the construction work or shall fail to complete such
     demolition and construction within a reasonable time after the commencement
     thereof.

               (e)    If the estimated cost of the Restoration is $50,000.00 or
less, and so long as no Event of Default then exists under any of the Loan
Documents, Mortgagor shall be entitled to adjust and settle the insurance claim
without the consent or participation of Mortgagee

                                      - 7 -


                                                                Loan No. 6518217

and Mortgagor shall be entitled to receive the payment for such loss. Mortgagor
and Mortgagee shall jointly adjust and settle all insurance claims over
$50,000.00, PROVIDED, HOWEVER, if an Event of Default shall have occurred and be
continuing, Mortgagee shall have the right to adjust and settle such claims
without the prior consent of Mortgagor. In the event of any insured loss, the
payment for such loss shall be made directly to Mortgagee. Any insurance
proceeds payable under any of the Policies in excess of $50,000.00 (and, if an
Event of Default then exists hereunder, any insurance proceeds of $50,000.00 or
less) may, at the option of Mortgagee, be used in one or more of the following
ways: (w) applied to the Indebtedness, whether such Indebtedness then be matured
or unmatured (such application to be without prepayment fee or premium, except
that if an Event of Default, or an event which with notice and/or the passage of
time, or both, would constitute an Event of Default, has occurred and remains
uncured, then such application shall be subject to the applicable premium
computed in accordance with the Note), (x) used to fulfill any of the covenants
contained herein as the Mortgagee may determine, (y) used to replace or restore
the property to a condition satisfactory to the Mortgagee, or (z) released to
the Mortgagor. Notwithstanding the foregoing, provided: (i) not more than forty
percent (40%) of the gross area of the Improvements is directly affected by such
damage, destruction or loss and the amount of the loss does not exceed
twenty-five percent (25%) of the fair market value of the Mortgaged Property,
(ii) no Event of Default or event that with the passage of time or giving of
notice or both would constitute a default has occurred hereunder, under the Note
or under any of the other Loan Documents and remains uncured at the time of such
application, (iii) the insurer does not deny liability to any named insured,
(iv) each major and/or anchor tenant (as determined by Mortgagee) whose Lease
permits termination thereof as a result of such insured loss, agrees in writing
to continue its Lease, (v) rental loss insurance is available and in force and
effect to offset in full any abatement of rent to which any tenant may be
entitled as a result of such damage, destruction or loss, (vi) the remaining
Improvements continue at all times to comply with all applicable building,
zoning and other land use laws and regulations, (vii) in Mortgagee's judgment,
the Restoration is practicable and can be completed within one (1) year after
the damage, destruction or loss and at least one (1) year prior to the Maturity
Date (as such term is defined in the Note), and (viii) rebuilding of the
Improvements to substantially identical size, condition and use as existed prior
to the casualty is permitted by all applicable laws and ordinances, then all of
such proceeds shall be used for Restoration. Notwithstanding the foregoing, such
proceeds shall be used for Restoration to the extent required under the terms of
any existing leases of any portion of the Mortgaged Property. Any application of
insurance proceeds to the Indebtedness shall be to the unpaid installments of
principal due under the Note in the inverse order of their maturity, such that
the regular payments under the Note shall not be reduced or altered in any
manner. In the event the above criteria are satisfied (including that no Event
of Default or event that, with the passage of time or giving of notice or both,
would constitute a default has occurred hereunder, under the Note or other Loan
Documents) or Mortgagee otherwise elects to allow the use of such proceeds for
the Restoration, such proceeds shall be disbursed in accordance with the
following provisions:

               (i)    Each request for an advance of insurance proceeds shall be
     made on seven (7) days' prior notice to Mortgagee and shall be accompanied
     by a certificate of the Architect, if one be required under PARAGRAPH
     3(d)(iii) above, otherwise by an executive officer or managing general
     partner or managing member of Mortgagor, stating (A) that all work
     completed to date has been performed in compliance with the approved plans
     and specifications and in accordance with all provisions of law, (B) the
     sum

                                      - 8 -


                                                                Loan No. 6518217

     requested is properly required to reimburse Mortgagor for payments by
     Mortgagor to, or is properly due to, the contractor, subcontractors,
     materialmen, laborers, engineers, architects or other persons rendering
     services or materials for the Restoration (giving a brief description of
     such services and materials), and that when added to all sums, if any,
     previously disbursed by Mortgagee, does not exceed the value of the work
     done to the date of such certificate and (C) that the amount of such
     proceeds remaining in the hands of Mortgagee will be sufficient on
     completion of the work to pay the same in full (giving, in such reasonable
     detail as Mortgagee may require, an estimate of the cost of such
     completion).

               (ii)   Each request for an advance of insurance proceeds shall,
     to the extent permitted under applicable law, be accompanied by waivers of
     liens satisfactory to Mortgagee covering that part of the Restoration
     previously paid for, if any, and by a search prepared by a title company or
     by other evidence reasonably satisfactory to Mortgagee including without
     limitation a title endorsement satisfactory to Mortgagee if available in
     the state where the Real Property is located, that there has not been filed
     with respect to the Real Property any mechanic's lien or other lien or
     instrument and that there exist no encumbrances on or affecting the Real
     Property other than the Permitted Encumbrances or otherwise approved by
     Mortgagee. In addition to the foregoing, the request for the final advance
     shall be accompanied by (A) any final occupancy permit which may be
     required for the Improvements, (B) all other governmental permits,
     certificates and approvals and all other permits necessary for the
     occupancy and operation of the Real Property, (C) Tenant estoppels from
     tenants whose space was affected and (D) final lien waivers from all
     contractors, subcontractors and materialmen.

               (iii)  No advance of insurance proceeds shall be made if there
     exists an Event of Default or event which with the passage of time or the
     giving of notice or both would constitute a default on the part of
     Mortgagor under this Mortgage, the Note or any other Loan Document.

               (iv)   If the cost of the Restoration (as reasonably estimated by
     Mortgagee) at any time shall exceed the amount of the insurance proceeds
     available therefor, insurance proceeds shall not be advanced until
     Mortgagor, before commencing the Restoration or continuing the Restoration,
     as the case may be, shall deposit the full amount of the deficiency (or
     other assurances reasonably satisfactory to Mortgagee) with Mortgagee and
     the amount so deposited shall first be applied toward the cost of the
     Restoration before any portion of the insurance proceeds is disbursed for
     such purpose.

          Upon completion of the Restoration and payment in full therefor, or
upon failure on the part of Mortgagor promptly to commence or diligently to
continue the Restoration, or at any time upon request by Mortgagor, Mortgagee
may apply the amount of any such proceeds then or thereafter in the hands of
Mortgagee to the payment of the Indebtedness; PROVIDED, HOWEVER, that nothing
herein contained shall prevent Mortgagee from applying at any time the whole or
any part of such proceeds to the curing of any default that has not been cured
within the applicable cure period under this Mortgage, the Note or any other
Loan Document.

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                                                                Loan No. 6518217

               (f)    Insurance proceeds and any additional funds deposited by
Mortgagor with Mortgagee shall constitute additional security for the
Indebtedness. Mortgagor shall execute, deliver, file and/or record, at its
expense, such documents and instruments as Mortgagee deems necessary or
advisable to grant to Mortgagee a perfected, first priority security interest in
the insurance proceeds and such additional funds. If Mortgagee elects to have
the insurance proceeds applied to Restoration, (i) the insurance proceeds shall
be, at Mortgagee's election, disbursed in installments by Mortgagee or by a
disbursing agent ("DEPOSITORY") selected by Mortgagee and whose fees and
expenses shall be paid by Mortgagor in the manner provided in PARAGRAPH 3(e)
above and (ii) all costs and expenses incurred by Mortgagee in connection with
the Restoration, including, without limitation, reasonable counsel fees and
costs, shall be paid by Mortgagor.

          4.   PAYMENT OF TAXES, ETC.

               (a)    Mortgagor Shall pay or cause to be paid all taxes,
assessments, water rates and sewer rents, now or hereafter levied or assessed or
imposed against the Mortgaged Property or any part thereof (the "TAXES") and all
ground rents, maintenance charges, other governmental impositions, and other
charges, including, without limitation, vault charges and license fees
(collectively, "Other Charges") for the use of vaults, chutes and similar areas
adjoining the Real Property, as same become due and payable. Mortgagor will
deliver to Mortgagee, promptly upon Mortgagee's request, evidence satisfactory
to Mortgagee that the Taxes and Other Charges have been so paid and are not then
delinquent. Mortgagor shall not suffer or permit any lien or charge (including,
without limitation, any mechanic's lien) against all or any part of the
Mortgaged Property and Mortgagor shall promptly cause to be paid and discharged
any lien or charge whatsoever which may be or become a lien or charge against
the Mortgaged Property. Mortgagor shall promptly pay for all utility services
provided to the Mortgaged Property. In addition, Mortgagee may, at its option,
retain the services of a firm to monitor the payment of Taxes, the cost of which
shall be borne by Mortgagor.

               (b)    Notwithstanding the provisions of subsection (a) of this
Paragraph 4, Mortgagor shall have the right to contest in good faith the amount
or validity of any such Taxes, liens or Other Charges (including, without
limitation, tax liens and mechanic's liens) referred to in subsection (a) above
by appropriate legal proceedings and in accordance with all applicable law,
after notice to, but without cost or expense to, Mortgagee, provided that (i) no
Event of Default or event that, with the passage of time or giving of notice or
both, would constitute a default hereunder, under the Note or other Loan
Documents has occurred and is continuing, (ii) Mortgagor pays such Taxes, liens
or Other Charges as same become due and payable, unless Mortgagor delivers
evidence satisfactory to Mortgagee that, as a result of Mortgagor's contest,
Mortgagor's obligation to pay such Taxes, liens or Other Charges has been
deferred by the appropriate governmental authority, in which event, Mortgagor
may defer such payment of such Taxes, liens or Other Charges until the date
specified by such governmental authority, (iii) such contest shall be promptly
and diligently prosecuted by and at the expense of Mortgagor, (iv) Mortgagee
shall not thereby suffer any civil penalty, or be subjected to any criminal
penalties or sanctions, (v) such contest shall be discontinued and such Taxes,
liens or Other Charges promptly paid if at any time all or any part of the
Mortgaged Property shall be in imminent danger of being foreclosed, sold,
forfeited or otherwise lost or if the title, lien and security interest created
by this Mortgage or the priority thereof shall be in imminent danger of

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                                                                Loan No. 6518217

being impaired, (vi) Mortgagor shall have set aside adequate reserves (in
Mortgagee's judgment) for the payment of such Taxes, liens or Other Charges,
together with all interest and penalties thereon and (vii) Mortgagor shall have
furnished such security as may be reasonably required in the proceeding or as
may be requested by Mortgagee, to insure the payment of any such Taxes, liens or
Other Charges, together with all interest and penalties thereon.

          5.   RESERVE FUND.

               (a)    TAX AND INSURANCE FUND. Mortgagor shall pay to Mortgagee
on the first day of each calendar month such amounts as Mortgagee from time to
time estimates to be sufficient to create and maintain a reserve fund from which
(i) to pay the Taxes and Other Charges, at least thirty (30) days prior to the
date they are due without the payment of any penalties or interest, and (ii) to
pay, at least thirty (30) days prior to their due date for the renewal of the
coverage afforded by the Policies upon the expiration thereof, the insurance
premiums for the Policies estimated by Mortgagee to be payable on such due date,
(said amounts in (i) and (ii) above hereafter called the "Tax and Insurance
Fund").

                      (1)    Notwithstanding the foregoing clause (i) of this
subsection (a), provided (X) Inland Southeast New Britain, L.L.C. or a Permitted
Affiliated Transferee, as defined in Paragraph 9(h) below, or a Transferee
approved by Mortgagee pursuant to Paragraph 9(f) below is and remains the owner
of the Mortgaged Property, (Y) no Event of Default has occurred and is
continuing under this Mortgage or any of the Loan Documents beyond any
applicable notice or cure period, (Z) Mortgagor pays such Taxes and Other
Charges prior to the date they are due and prior to the assessment of any
penalties or interest and provides, upon request, evidence of such timely
payment to Mortgagee, then Mortgagee will not require Mortgagor to make the
deposits referred to in clause (i) of this subsection (a). In the event
Mortgagor is hereafter required to make the deposits referred to in clause (i)
of this subsection (a) on account of Mortgagor's failure to satisfy all of the
requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole
cost and expense, upon request thereafter of Mortgagee, to promptly execute and
deliver to Mortgagee a written agreement for the making of such deposits in the
future.

                      (2)    Notwithstanding the foregoing clause (ii) of this
subsection (a), provided (X) no Event of Default has occurred and is continuing
under this Mortgage or any of the Loan Documents beyond any applicable notice or
cure period, (Y) Inland Southeast New Britain, L.L.C. or a Permitted Affiliated
Transferee, as defined in Paragraph 9(h) below, or a Transferee approved by
Mortgagee pursuant to Paragraph 9(f) below is and remains the owner of the
Mortgaged Property, and (Z) Mortgagor complies in full with all obligations in
the Loan Documents regarding insurance, including without limitation providing
Mortgagee with timely evidence (i) that the required insurance is in place for
the Mortgaged Property and is never delinquent or suspended, and (ii) that all
insurance premiums are paid when due, then Mortgagee will not require Mortgagor
to make the deposits referred to in clause (ii) of this subsection (a). In the
event Mortgagor is hereafter required to make the deposits referred to in clause
(ii) of this subsection (a) on account of Mortgagor's failure to satisfy all of
the requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole
cost and expense, upon request thereafter of Mortgagee, to promptly execute and
deliver to Mortgagee a written agreement for the making of such deposits in the
future.

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                                                                Loan No. 6518217

               (b)    REPLACEMENT RESERVE FUND. If required by Mortgagee,
Mortgagor shall enter into a Replacement Reserve Agreement which shall require
Mortgagor to pay to Mortgagee on the first day of each calendar month one
twelfth (1/12) of the amount reasonably estimated by Mortgagee to be due for the
replacements and capital repairs required to be made to the Mortgaged Property
during each calendar year (the "REPLACEMENT RESERVE FUND"). Mortgagee shall make
disbursements from the Replacement Reserve Fund for items specified in the
Replacement Reserve Agreement as set forth in such Agreement. Mortgagee may
require an inspection of the Mortgaged Property prior to making a disbursement
in order to verify completion of replacements and repairs. Mortgagee reserves
the right to make any disbursement from the Replacement Reserve Fund directly to
the party furnishing materials and/or services.

               Notwithstanding the foregoing, provided: (W) no Event of Default
has occurred and is continuing under this Mortgage or any of the Loan Documents
beyond any applicable notice or cure period, (X) Inland Southeast New Britain,
L.L.C. or a Permitted Affiliated Transferee, as defined in Paragraph 9(h) below,
or a Transferee approved by Mortgagee pursuant to Paragraph 9(f) below is and
remains the owner of the Mortgaged Property, (Y) Mortgagor has complied in full
with all obligations set forth in this Mortgage and in the other Loan Documents
regarding maintaining the Mortgaged Property, including without limitation
maintaining the Mortgaged Property in good order and repair, and (Z) inspections
of the Mortgaged Property do not uncover the necessity of creating or
reinstating the Replacement Reserve Fund, in Mortgagee's sole discretion, then
Mortgagee will not require Mortgagor to make the deposits referred to in this
subsection (b). In the event Mortgagor is hereafter required to make the
deposits referred to in this subsection (b) on account of Mortgagor's failure to
satisfy all of the requirements of the preceding sentence, Mortgagor agrees at
Mortgagor's sole cost and expense, upon request thereafter of Mortgagee, to
promptly execute and deliver to Mortgagee a written agreement for the making of
such deposits in the future.

               (c)    TENANT IMPROVEMENT AND LEASING COMMISSION RESERVE. If
required by Mortgagee, Mortgagor shall enter into a Tenant Improvement and
Leasing Commission Agreement which shall require Mortgagor to pay to Mortgagee
on the first day of each calendar month deposits for tenant improvements and
leasing commissions in amounts determined by Mortgagee in its sole discretion,
for payment of costs and expenses incurred by Mortgagor in connection with the
performance of work to refit and release space in the Improvements that is
currently vacant or anticipated to be vacated during the term of the Loan, and
for payment of leasing commissions incurred by Mortgagor in Connection with the
releasing of space in the Improvements that is currently vacant or anticipated
to be vacated during the term of the Loan (the "TENANT IMPROVEMENT AND LEASING
COMMISSION RESERVE FUND"), all according to the Tenant Improvement and Leasing
Commission Agreement.

               Notwithstanding the foregoing, provided no Event of Default has
occurred and is continuing under this Mortgage or any of the Loan Documents
beyond any applicable notice or cure period and no condition or event exists
which with notice, the passage or time, or both, would constitute an Event of
Default under this Mortgage or any of the Loan Documents, then Mortgagee will
not require Mortagor to make the deposits referred to in this subsection (c). In
the event Mortgagor is hereafter required to make the deposits referred to in
this subsection (c) on account of Mortgagor's failure to satisfy all of the
requirements of the preceding sentence, Mortgagor agrees at Mortgagor's sole
cost and expense, upon request thereafter of Mortgagee, to

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                                                                Loan No. 6518217

promptly execute and deliver to Mortgagee a written agreement for the making of
such deposits in the future.

               (d)    REPAIR AND REMEDIATION RESERVE FUND. If required by
Mortgagee, Mortgagor shall enter into a Reserve Agreement for Repairs and shall
pay to Mortgagee the estimated cost to complete any required repairs (the
"REPAIR AND REMEDIATION RESERVE FUND") as more fully set forth in said
Agreement. Notwithstanding anything herein to the contrary, Mortgagee agrees
that the Repair and Remediation Reserve Fund shall not be required if the
aggregate cost to repair all items set forth in any applicable Property
Condition Assessment, Environmental Assessment or other report is less than
$150,000.00.

          The amounts in (a),(b),(c) and (d) above shall hereinafter be
collectively called the "RESERVE FUND". Mortgagor hereby pledges to Mortgagee
any and all monies now or hereafter deposited as the Reserve Fund as additional
security for the payment of the Indebtedness. Mortgagee may apply the Reserve
Fund to payments of Taxes, Other Charges, insurance premiums and, as applicable,
payments for replacements and capital repairs, tenant improvements and leasing
commissions and repairs and remediations required to be made by Mortgagor
pursuant to the terms hereof or pursuant to the terms of any other Loan
Documents (even though subsequent owners of the Mortgaged Property may benefit
thereby); PROVIDED, HOWEVER, if there is an Event of Default which is
continuing, then Mortgagee may credit such Reserve Fund against the Indebtedness
in such priority and proportions as Mortgagee in its discretion shall deem
proper. If the Reserve Fund is not sufficient to fully pay for the Taxes, Other
Charges and/or the insurance premiums or, as applicable, amounts for
replacements and capital repairs, tenant improvements and leasing commissions
and repairs and remediation when due, Mortgagor shall promptly pay to Mortgagee,
upon demand, an amount which Mortgagee shall estimate as sufficient to make up
the deficiency. The Reserve Fund shall not constitute a trust fund and may be
commingled with other monies held by Mortgagee. No earnings or interest on the
Reserve Fund shall be payable to Mortgagor.

          6.   CONDEMNATION.  Mortgagor shall promptly give Mortgagee written
notice of the actual or threatened commencement of any condemnation or eminent
domain proceeding and shall deliver to Mortgagee copies of any and all papers
served in connection with such proceedings. Following the occurrence of a
condemnation, Mortgagor, regardless of whether an award is available, shall
promptly proceed to restore, repair, replace or rebuild the Improvements to the
extent practicable to be of at least equal value and of substantially the same
character as prior to such condemnation, all to be effected in accordance with
applicable law. Notwithstanding any taking by any public or quasi-public
authority through eminent domain or otherwise (including but not limited to any
transfer made in lieu of or in anticipation of the exercise of such taking),
Mortgagor shall continue to pay the Indebtedness at the time and in the manner
provided for its payment in the Note, in this Mortgage and the other Loan
Documents and the Indebtedness shall not be reduced until any award or payment
therefor shall have been actually received after expenses of collection and
applied by Mortgagee to the discharge of the Indebtedness. Mortgagor shall cause
the award or payment made in any condemnation or eminent domain proceeding,
which is payable to Mortgagor, to be paid directly to Mortgagee. Mortgagee may,
at Mortgagee's election, use the award in any one or more of the following ways:
(a) apply any such award or payment (for purposes of this PARAGRAPH 6, the award
or payment that may be made in any condemnation or eminent domain proceeding
shall mean the

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                                                                Loan No. 6518217

entire award allocated to Mortgagor in any capacity) to the discharge of the
Indebtedness whether or not then due and payable (such application to be without
prepayment fee or premium, except that if an Event of Default, or an event which
with notice and/or the passage of time, or both, would constitute an Event of
Default, has occurred, then such application shall be subject to the applicable
premium computed in accordance with the Note), (b) use the same or any part
thereof to fulfill any of the covenants contained herein as the Mortgagee may
determine, (c) use the same or any part thereof to replace or restore the
Mortgaged Property to a condition satisfactory to the Mortgagee, or (d) release
the same to the Mortgagor. If the Mortgaged Property is sold, through
foreclosure or otherwise, prior to the receipt by Mortgagee of such award or
payment, Mortgagee shall have the right, whether or not a deficiency judgment on
the Note shall have been sought, recovered or denied, to receive said award or
payment or a portion thereof sufficient to pay the Indebtedness.

          7.   LEASES AND RENTS.

               (a)    Mortgagor does hereby absolutely and unconditionally
assign to Mortgagee its right, title and interest in all current and future
Leases and Rents and all proceeds from the sale, cancellation, surrender or
other disposition of the Leases, it being intended by Mortgagor that this
assignment constitutes a present, absolute assignment and not an assignment for
additional security only. Such assignment to Mortgagee shall not be construed to
bind Mortgagee to the performance of any of the covenants, conditions or
provisions contained in any such Lease or otherwise to impose any obligation
upon Mortgagee. Mortgagor agrees to execute and deliver to Mortgagee such
additional instruments in form and substance satisfactory to Mortgagee, as may
hereafter be requested by Mortgagee to further evidence and confirm such
assignment. Nevertheless, subject to the terms of this PARAGRAPH 7, Mortgagee
grants to Mortgagor a revocable license to operate and manage the Mortgaged
Property and to collect the Rents. Mortgagor shall hold the Rents, or a portion
thereof sufficient to discharge all current sums due on the Indebtedness, in
trust for the benefit of Mortgagee for use in the payment of such sums. The
grant of the foregoing license is subject to the provisions of PARAGRAPH 1 of
the separate Assignment of Leases and Rents of even date herewith granted by the
Mortgagor as "Assignor" to the Mortgagee as "Assignee" with respect to the
Mortgaged Property ("ASSIGNMENT OF LEASES AND RENTS"). Upon the occurrence of an
Event of Default, the license granted to Mortgagor herein shall be automatically
revoked and Mortgagee shall immediately be entitled to possession of all Rents,
whether or not Mortgagee enters upon or takes control of the Mortgaged Property.
Mortgagee is hereby granted and assigned by Mortgagor the right, at its option,
upon the revocation of the license granted herein to enter upon the Mortgaged
Property in person, by agent or by court-appointed receiver to collect the
Rents. Any Rents collected after the revocation of the license herein granted
may be applied toward payment of the Indebtedness in such priority and
proportion as Mortgagee in its discretion shall deem proper. It is further the
intent of Mortgagor and Mortgagee that the Rents hereby absolutely assigned are
no longer, during the term of this Mortgage, property of Mortgagor or property
of any estimate of Mortgagor as defined in Section 541 of the Bankruptcy Code
and shall not constitute collateral, cash or otherwise, of Mortgagor. The term
"Rents" as used herein shall mean the gross rents without deduction or offsets
of any kind.

               (b)    All Leases executed after the date of this Mortgage shall
provide that they are subordinate to this Mortgage and that the lessee agrees to
attorn to Mortgagee;

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                                                                Loan No. 6518217

PROVIDED, HOWEVER, that nothing herein shall affect Mortgagee's right to
designate from time to time any one or more Leases as being superior to this
Mortgage and Mortgagor shall execute and deliver to Mortgagee and shall cause to
be executed and delivered to Mortgagee from each tenant under such Lease any
instrument or agreement as Mortgagee may deem necessary to make such Lease
superior to this Mortgage. Upon request, Mortgagor shall promptly furnish
Mortgagee with executed copies of all Leases.

               (c)    Mortgagor shall not, without the prior consent of
Mortgagee, (i) lease all or any part of the Mortgaged Property, (ii) alter or
change the terms of any Lease or cancel or terminate, abridge or otherwise
modify the terms of any Lease, (iii) consent to any assignment of or subletting
under any Lease not in accordance with its terms, (iv) cancel, terminate,
abridge or otherwise modify any guaranty of any Lease or the terms thereof, (v)
collect or accept prepayments of installments of Rents for a period of more than
one(1) month in advance or (vi) further assign the whole or any part of the
Leases or the Rents; PROVIDED, HOWEVER, that such action as described in
subsections (i)-(iv) above may be taken without Mortgagee's consent for any
Lease which is for 10,000 square feet of space or less, and has a term
(including the renewal or extension term) of five (5) years or less, and so long
as such Lease provides for an annual rent at least equal to the then competitive
and comparable market rent (a lease satisfying those criteria shall be referred
to as a "SMALL LEASE") so long as the taking of such action is in the ordinary
course of Mortgagor's business and that such action is still subject to
PARAGRAPH 1 of the separate Assignment of Leases and Rents pertaining to
Termination Amounts (as defined therein).

               (d)    With respect to each Lease, Mortgagor shall (i) observe
and perform each and every provision thereof on the lessor's part to be
fulfilled or performed under each Lease and not do or permit to be done anything
to impair the value of the Lease as security for the Loan, including surrender
or voluntary termination of any Lease, (ii) promptly send to Mortgagee copies of
all notices of default which Mortgagor shall send or receive thereunder, (iii)
enforce all of the terms, covenants and conditions contained in such Lease upon
the lessee's part to be performed, short of termination thereof, (iv) execute
and deliver, at the request of Mortgagee, all such further assurances,
confirmations and assignments in connection with the Mortgaged Property as
Mortgagee shall, from time to time, require and (v) upon request, furnish
Mortgagee with executed copies of all Leases; PROVIDED, HOWEVER, the notice to
Mortgagee referenced in subsection (ii) above and the restriction on termination
of a Lease in connection with the enforcement of its terms, covenants and
conditions set forth in (iii) above shall not be required or apply, as the case
may be, for any Small Lease. Upon the occurrence of any Event of Default under
this Mortgage, Mortgagor shall pay monthly in advance to Mortgagee, or any
receiver appointed to collect the Rents, the fair and reasonable rental value
for the use and occupation of the Mortgaged Property or part of the Mortgaged
Property as may be occupied by Mortgagor or any one Mortgagor and upon default
in any such payment Mortgagor shall vacate and surrender possession of the
Mortgaged Property to Mortgagee or to such receiver and, in default thereof,
Mortgagor may be evicted by summary proceedings or otherwise.

               (e)    All security deposits of tenants, whether held in cash or
any other form, shall not be commingled with any other funds of Mortgagor and,
if cash, shall be deposited by Mortgagor at such commercial or savings bank or
banks as may be reasonably satisfactory to Mortgagee. Any bond or other
instrument which Mortgagor is permitted to hold in lieu of cash

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                                                                Loan No. 6518217

security deposits under any applicable legal requirements shall be maintained in
full force and effect in the full amount of such deposits unless replaced by
cash deposits as hereinabove described, shall be issued by an institution
reasonably satisfactory to Mortgagee, shall, if permitted pursuant to any legal
requirements, name Mortgagee as payee or mortgagee thereunder (or at Mortgagee's
option, be fully assignable to Mortgagee) and shall, in all respects, comply
with any applicable legal requirements and otherwise be reasonably satisfactory
to Mortgagee. Mortgagor shall, upon request, provide Mortgagee with evidence
reasonably satisfactory to Mortgagee of Mortgagor's compliance with the
foregoing. Following the occurrence and during the continuance of any Event of
Default, Mortgagor shall, upon Mortgagee's request, if permitted by any
applicable legal requirements, turn over to Mortgagee the security deposits (and
any interest theretofore earned thereon) with respect to all or any portion of
the Mortgaged Property, to be held by Mortgagee subject to the terms of the
Leases.

          8.   MAINTENANCE AND USE OF MORTGAGED PROPERTY. Mortgagor shall or
shall cause tenants to, at its sole cost and expense, keep and maintain the
Mortgaged Property, including, without limitation, parking lots and recreational
and landscaped portions thereof, if any, in good order and condition. The
Improvements and the Equipment shall not be diminished, removed, demolished or
materially altered (except for normal replacement of Equipment) and Mortgagor
shall not erect any new buildings, structures or building additions on the
Mortgaged Property without the prior consent of Mortgagee. So long as no Event
of Default shall have occurred and be continuing, Mortgagor shall have the right
at any time and from time to time after providing Mortgagee with written notice
to make or cause to be made reasonable alterations of and additions to the
Mortgaged Property or any part thereof, PROVIDED that any alteration or addition
(i) shall not change the general character of the Mortgaged Property or reduce
the fair market value thereof below its value immediately before such alteration
or addition, or impair the usefulness of the Mortgaged Property, (ii) is
effected with due diligence, in a good and workmanlike manner and in compliance
with all applicable laws and with all provisions of any insurance policy
covering or applicable to the Mortgaged Property and all requirements of the
issuers thereof, (iii) is promptly and fully paid for, or caused to be paid for,
by Mortgagor, (iv) the estimated cost of such alteration or addition does not
exceed five percent (5%) of the original principal amount of the Loan, (v) is
made under the supervision of a qualified architect or engineer, (vi) shall not
violate the terms of any Leases, and (vii) upon completion, Mortgagor shall
provide Mortgagee with (aa) a satisfactory final improvement survey if the
footprint of the building has been altered, (bb), any final occupancy permit
which may be required for the Improvements, (cc) all other governmental permits,
certificates and approvals and all other permits, certificates and approvals of
fire underwriters which are required with respect to the alterations and
additions and the use and occupancy thereof, and shall furnish true copies
thereof to Mortgagee, and (dd) final lien waivers from all contractors,
subcontractors and materialmen. Mortgagor shall promptly comply with all laws,
orders and ordinances affecting the Mortgaged Property, or the use thereof,
PROVIDED, HOWEVER, that nothing in the foregoing clause shall require Mortgagor
to comply with any such law, order or ordinance so long as Mortgagor shall in
good faith, after notice to, but without cost or expense to, Mortgagee, contest
the validity of such law, order or ordinance by appropriate legal proceedings
and in accordance with all applicable law, which proceedings must operate to
prevent (i) the enforcement thereof, (ii) the payment of any fine, charge or
penalty, (iii) the sale or forfeiture of the Mortgaged Property or any part
thereof, (iv) the lien of this Mortgage and the priority thereof from being
impaired, (v) the imposition of criminal liability on Mortgagee and (vi) the
imposition, unless stayed, of civil liability on

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                                                                Loan No. 6518217

Mortgagee; PROVIDED that during such contest Mortgagor shall, at the option of
Mortgagee, provide cash, bonds or other security satisfactory to Mortgagee,
indemnifying and protecting Mortgagee against any liability, loss or injury by
reason of such non-compliance or contest, and PROVIDED FURTHER, that such
contest shall be promptly and diligently prosecuted by and at the expense of
Mortgagor. Mortgagor shall promptly, at its sole cost and expense, repair,
replace or rebuild any part of the Mortgaged Property which may be destroyed by
any casualty, or become damaged, worn or dilapidated. Mortgagor shall not commit
any waste at the Mortgaged Property. Mortgagor shall not initiate, join in,
acquiesce in or consent to any material adverse change in any private
restrictive covenant, zoning law or other public or private restriction,
limiting or defining the uses which may be made of the Mortgaged Property or any
part thereof. If under applicable zoning provisions the use of all or any
portion of the Mortgaged Property is or shall become a nonconforming use,
Mortgagor will not cause or permit such nonconforming use to be discontinued or
abandoned without the express consent of Mortgagee. Mortgagor covenants and
agrees that it shall operate the Mortgaged Property at all times as a
first-class commercial retail facility.

          9.   TRANSFER OR ENCUMBRANCE OF THE MORTGAGED PROPERTY OR INTERESTS
IN THE MORTGAGOR; OTHER INDEBTEDNESS.

               (a)    Mortgagor acknowledges that Mortgagee has examined and
relied on the creditworthiness and experience of Mortgagor in owning and
operating properties such as the Mortgaged Property in agreeing to make the
Loan, and that Mortgagee will continue to rely on Mortgagor's ownership of the
Mortgaged Property as a means of maintaining the value of the Mortgaged Property
as security for repayment of the Indebtedness. Mortgagor acknowledges that
Mortgagee has a valid interest in maintaining the value of the Mortgaged
Property so as to ensure that, should Mortgagor default in the repayment of the
Indebtedness, Mortgagee can recover the Indebtedness by a sale of the Mortgaged
Property. Mortgagor shall not, without the prior written consent of Mortgagee,
sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the
Mortgaged Property or any part thereof or interest therein, or permit the
Mortgaged Property or any part thereof to be sold, conveyed, alienated,
mortgaged, encumbered, pledged or otherwise transferred.

               (b)    A sale, conveyance, alienation, mortgage, encumbrance,
pledge or transfer within the meaning of this PARAGRAPH 9 shall be deemed to
include (i) an installment sales agreement wherein Mortgagor agrees to sell the
Mortgaged Property or any part thereof for a price to be paid in installments,
(ii) an agreement by Mortgagor leasing all or a substantial part of the
Mortgaged Property for other than actual occupancy by a space tenant thereunder
or a sale, assignment or other transfer of, or the grant of a security interest
in, Mortgagor's right, title and interest in and to any Leases or any Rents,
(iii) if Mortgagor, any guarantor of Non-Recourse Carveout Obligations (as
hereinafter defined), any other guarantor, any indemnitor of environmental
liabilities or any general partner or managing member of Mortgagor or of any
such guarantor or indemnitor is a corporation, the voluntary or involuntary
sale, assignment, conveyance or transfer of such corporation's stock (or the
stock of any corporation directly or indirectly controlling such corporation by
operation of law or otherwise ) or the creation or issuance of new stock in one
or a series of transactions by which an aggregate of more than ten percent (10%)
of such corporation's stock shall be vested in a party or parties who are not
now stockholders or any change in the control of such corporation, (iv) if
Mortgagor, any guarantor,

                                     - 17 -


                                                                Loan No. 6518217

of Non-Recourse Carveout Obligations, any other guarantor or any indemnitor of
environmental liabilities or any general partner or managing member of Mortgagor
or any such guarantor or indemnitor is a limited or general partnership, joint
venture or limited liability company, the change, removal, resignation or
addition of a general partner, managing partner, limited partner, joint venturer
or member or the transfer of the partnership interest of any general partner,
managing partner or limited partner or the transfer of the interest of any joint
venturer or member, and (v) if Mortgagor, any guarantor of Non-Recourse Carveout
Obligations or any other guarantor or any indemnitor of environmental
liabilities, is an entity, whether one of the above-mentioned entities or not,
any change in the ownership or control of such entity, any merger, consolidation
or dissolution or syndication affecting such entity, or the transfer, sale,
assignment or pledge of any interest in such entity or in any person, directly
or indirectly, controlling such entity or in any general partner or managing
member thereof, whether at one time or in a series of related transactions.

               (c)    Mortgagee shall not be required to demonstrate any actual
impairment of its security or any increased risk of default hereunder in order
to declare the Indebtedness immediately due and payable upon Mortgagor's sale,
conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
Mortgaged Property without Mortgagee's consent. This provision shall apply to
every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of
the Mortgaged Property regardless of whether voluntary or not, or whether or not
Mortgagee has consented to any previous sale, conveyance, alienation, mortgage,
encumbrance, pledge or transfer of the Mortgaged Property.

               (d)    Mortgagee's consent to a sale, conveyance, alienation,
mortgage, encumbrance, pledge or transfer of the Mortgaged Property or any other
action described in this PARAGRAPH 9 shall not be deemed to be a waiver of
Mortgagee's right to require such consent to any future occurrence of same. Any
sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the
Mortgaged Property or other action made in contravention of this PARAGRAPH 9
shall be null and void and of no force and effect.

               (e)    Mortgagor agrees to bear and shall pay or reimburse
Mortgagee on demand for all reasonable expenses (including, without limitation,
reasonable attorneys' fees and disbursements, title search costs and title
insurance endorsement premiums) incurred by Mortgagee in connection with the
review, approval and documentation of any such sale, conveyance, alienation,
mortgage, encumbrance, pledge or transfer.

               (f)    Notwithstanding the foregoing, Mortgagee shall permit
two(2) sales or transfers of the Mortgaged Property, PROVIDED that:

               (i)    no Event of Default or event which with the giving of
     notice or passage of time would constitute an Event of Default shall have
     occurred and remain uncured;

               (ii)   the proposed transferee ("TRANSFEREE"), the guarantors of
     Non-Recourse Carveout Obligations, any other guarantor, and the indemnitors
     of environmental liabilities shall be reputable entities or persons of good
     character, creditworthy, with sufficient financial worth considering the
     obligations assumed and

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                                                                Loan No. 6518217

     undertaken, as evidenced by financial statements and other information
     reasonably requested by Mortgagee

               (iii)  the Transferee and its property manager shall have
     sufficient experience in the ownership and management of properties similar
     to the Mortgaged Property, and Mortgagee shall be provided with reasonable
     evidence thereof (and Mortgagee reserves the right to approve the
     Transferee without approving the substitution of the property manager);

               (iv)   that Mortgagee has received a written request for approval
     from the Mortgagor at least thirty (30) days prior to the proposed transfer
     (including a description of the proposed terms of the transfer), together
     with a diagram showing the legal structure of the Transferee, the proposed
     guarantors of Non-Recourse Carveout Obligations, any other proposed
     guarantors, and the proposed indemnitors of environmental liabilities and
     all of the constituent entities of each, after the contemplated transfer,
     and a list of the names, types of interests and ownership percentages of
     all persons to have ownership interests in any of the foregoing or any
     constituent entity thereof, financial statements for all such entities and
     an administrative fee of $5,000, which shall be deemed fully earned on the
     date of receipt and shall be retained by Mortgagee regardless of whether or
     not the transfer occurs and whether or not approval is given;

               (v)    Mortgagee and its counsel have received (aa) certification
     from Mortgagor and the Transferee that the proposed terms of the transfer
     described in subparagraph 9(f)(iv) are the actual terms of the transfer,
     (bb) evidence of casualty insurance and other applicable insurance, (cc)
     all corporate, partnership or other entity documents and (dd) all other
     certificates, legal opinions, title materials and other documents which
     Mortgagee may require, all in form and substance satisfactory to Mortgagee,
     at least thirty (30) days prior to the proposed transfer;

               (vi)   Mortgagee be provided satisfactory evidence concerning the
     effect of any change in the real estate taxes to result from the sale and
     the effect of such change on the ability of the Mortgaged Property to
     generate a cash flow sufficient to pay the debt service on the Loan and to
     maintain a debt service coverage ratio satisfactory to Mortgagee;

               (vii)  If the Loan is part of a Secondary Market Transaction and
     the documents governing such Secondary Market Transaction so require,
     Mortgagee shall have received in writing evidence from the Rating Agencies
     to the effect that such transfer will not result in a re-qualification,
     reduction or withdrawal of any rating initially assigned or to be assigned
     in a Secondary Market Transaction together with such legal opinions as may
     be requested by the Rating Agencies. The term "RATING AGENCIES" as used
     herein shall mean each of Standard & Poor's Ratings Group, Moody's
     Investors Service, Inc., Duff & Phelps Credit Rating Co., Fitch Investors
     Service, Inc. or any other nationally-recognized statistical rating agency
     who shall then be rating the certificates or securities issued in
     connection with the Secondary Market Transaction;

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                                                                Loan No. 6518217

               (viii) the Transferee and its constituent entities shall comply
     with all of the Single Purpose Entity/Separateness requirements set forth
     in Paragraph 19 hereof;

               (ix)   the Transferee shall have executed and delivered to
     Mortgagee an assumption agreement in form and substance acceptable to
     Mortgagee, evidencing such Transferee's agreement to abide and be bound by
     the terms of the Note, this Mortgage and the other Loan Documents, together
     with an executed guaranty of Non-Recourse Carveout Obligations and any
     other guaranty from an approved guarantor and an executed separate
     environmental indemnity agreement from an approved indemnitor, both in form
     and substance acceptable to Mortgagee, other documentation as Mortgagee may
     reasonably require, and such legal opinions and title insurance
     endorsements as may be reasonably requested by Mortgagee;

               (x)    Mortgagee shall have received an assumption fee equal to
     one percent (1%) of the then unpaid principal balance of the Note (against
     which the administrative fee shall be credited) in addition to the payment
     of all reasonable costs and expenses incurred by Mortgagee in connection
     with such assumption (including reasonable attorney's fees and costs); and

               (xi)   the Transferee shall be able to make the representations
     and warranties set forth in Paragraph 18(h) of this Mortgage.

          In the event all of the foregoing conditions are satisfied and
Mortgagee consents to the sale or transfer, Mortgagee agrees to release
Mortgagor, any indemnitors under any environmental indemnity and any guarantors
of the Non-Recourse Carveout Obligations of all liability under the Loan
Documents upon such transfer of the Morgaged Property pursuant to this Paragraph
9(f), (1) except for any event or circumstance with respect to which Mortgagor
and such indemnitors remain obligated to continue to indemnify Mortgagee under
any environmental indemnity agreement; (2) except for any fraud or willful
misrepresentation by or on behalf of Mortgagor, or such indemnitor or guarantor
with respect to the Mortgaged Property or the making or delivery of any of the
Loan Documents or with respect to any materials or information provided by or on
behalf of Mortgagor, indemnitor or guarantor in connection with the Loan, and
(3) provided that Mortgagor's obligations arising prior to completion of such
transfer are no longer subject to disgorgement under any applicable state or
federal creditor rights or bankruptcy laws and Mortgagee receives an assumption
of the obligations of such indemnitor and guarantor by an individual(s) or
entity(ies) acceptable to Mortgagee in its sole discretion.

          Mortgagor and Mortgagee further agree that (1) any environmental
indemnification obligations of Mortgagor or any indemnitor under an
environmental indemnity agreement shall not apply to any future environmental
activity or conditions resulting solely from any act or omission for which
Mortgagor bears no responsibility and which occurs after Mortgagor or any person
or entity in any way related to Mortgagor no longer holds possession or has any
interest in the Mortgaged Property; provided, however, the transferor Mortgagor,
the prior guarantors and the prior indemnitors, respectively, shall have the
burden of establishing that all the conditions in this PARAGRAPH 9 (including,
without limitation, the time as to which matters described herein arose) were
satisfied by clear and convincing evidence and shall indemnify and hold
Mortgagee harmless for all matters set forth in PARAGRAPH 39 and in the Non-

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                                                                Loan No. 6518217

Recourse Carveout Obligations until such transferor Mortgagor, prior guarantors
or prior indemnitors, respectively, have met such burden; Mortgagee agrees that
Mortgagor shall have met such burden with respect to the Mortgaged Property if
Mortgagor at such time delivers to Mortgagee a clean Phase I environmental
assessment report satisfactory in all respects to Mortgagee if prior to delivery
thereof there has not occurred any release of Hazardous Materials at the
Mortgaged Property nor has there been any prior violation of Environmental Laws
at the Mortgaged Property (and if there has been a release of Hazardous
Materials or a violation of Environmental Laws, in such instance in lieu of
delivery of such Phase I environmental assessment Mortgagor shall deliver to
Mortgagee an environmental insurance policy satisfactory in all respects to
Mortgagee in its reasonable discretion); and (2) in the event the individual or
entity(ies) assuming the obligations of such indemnitor and guarantor are
acceptable to Mortgagee in its sole discretion, are willing to accept such
indemnitor's obligation under the environmental indemnity for the time period in
which the original indemnitor guaranteed the obligations of Mortgagor (i.e. the
time period prior to said transfer of the Mortgaged Property) and are willing to
execute an indemnity in form and content acceptable to Mortgagee, then,
notwithstanding the foregoing, such original indemnitor will be completely
relieved of liability under such original indemnitor will be completely relieved
of liability under such environmental indemnity (except for any fraud or willful
misrepresentation by or on behalf of Mortgagor or such environmental indemnitor
or guarantor with respect to the Mortgaged Property, the making or delivery of
any of the Loan Documents or in any materials or information provided by or on
behalf of such indemnitor in connection with the Loan).

               (g)    The provisions of Paragraphs 9(a), 9(b) and 9(f) shall not
operate to prohibit the transfer, sale or conveyance of shares in Inland Retail
Real Estate Trust, Inc. (the "Trust") or any limited partnership interests in
Inland Retail Real Estate Limited Partnership (the "Partnership") as long as all
of the following conditions are satisfied:

                      (i)    the Partnership continues to be the sole member and
     owner of Mortgagor and continues to control the day-to-day operations of
     Mortgagor and the Mortgaged Property;

                      (ii)   the Trust remains the general partner of the
     Partnership and continues to control the Partnership and the day-to-day
     operations of Mortgagor and the Mortgaged Property;

                      (iii)  the Trust maintains its status as a real estate
     investment trust; and

                      (iv)   no such transfer results in any party owning more
     than twenty percent (20%) (or such lesser amount as constitutes a
     controlling interest) in the shares or ownership units or interests of the
     Trust or the Partnership.

               The term CONTROL or CONTROLLING shall mean the possession,
     directly or indirectly, of the power to direct or cause the direction of
     management, policies or activities of a person or entity, whether through
     ownership of voting securities or other interests, by contract or
     otherwise.

                                     - 21 -


                                                                Loan No. 6518217

               (h)    Notwithstanding anything in this Paragraph 9 to the
contrary, Mortgagor shall have a one time right, provided no Event of Default or
event which with the giving of notice or passage of time would constitute an
Event of Default under the Loan Documents shall have occurred and remain
uncured, to assign, sell or transfer (the "Permitted Affiliated Transfer") all
of the Mortgaged Property to an affiliate of Inland Retail Real Estate Limited
Partnership or to an affiliate of Inland Retail Real Estate Trust, Inc.
("Permitted Affiliated Transferee"), PROVIDED that:

                      (i)    Mortgagor shall pay to Mortgagee a $5,000.00
     transfer fee;

                      (ii)   Mortgagee shall have received from Mortgagor
     reimbursement of all of Mortgagee's expenses, including legal fees,
     incurred in connection with the Permitted Affiliated Transfer;

                      (iii)  the Permitted Affiliated Transferee shall assume,
     in form and substance satisfactory to Mortgagee, all obligations of
     Mortgagor under the Loan Documents, including, without limitation, the
     environmental Indemnity Agreement and Guaranty of non-recourse carveout
     obligations, with the same degree of recourse liability as Mortgagor and
     subject to the same exculpatory provisions;

                      (iv)   Mortgagee shall have received a title policy
     satisfactory to Mortgagee updated to the date of the Permitted Affiliated
     Transfer, evidencing that such Permitted Affiliated Transfer will not
     adversely affect Mortgagee's first and prior lien on the Mortgaged Property
     or any other rights or interests granted to Mortgagee under the Loan
     Documents;

                      (v)    Mortgagee shall have received legal opinions of
     Mortgagor's independent or in-house counsel, as the case may be, in form
     and substance satisfactory to Mortgagee, that all previous opinions
     pertaining to Mortgagor are true with respect to the Permitted Affiliated
     Transferee and the Permitted Affiliated Transferee has duly assumed the
     Loan Documents, and the same are valid and enforceable against the
     Permitted Affiliated Transferee and the Mortgaged Property and that
     Mortgagor has the requisite power and authority to properly transfer the
     Mortgaged Property;

                      (vi)   no Event of Default shall have occurred and remain
     uncured under the Loan Documents;

                      (vii)  no such transfer of interest shall result in a
     change of control of Mortgagor or the day-to-day operations of the
     Mortgaged Property;

                      (viii) without limiting the foregoing, no such transfer,
     either singly or in the aggregate with other transfers, will result in a
     violation of the special purpose entity provisions of the Loan Documents or
     Mortgagor's organizational documents and Mortgagor will provide new or
     updated non-consolidation opinions and other opinions to the extent
     required at the initial funding of the Loan with respect to the Permitted
     Affiliated Transfer; and

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                                                                Loan No. 6518217

                      (ix)   Mortgagee has received at least thirty (30) days'
     prior written notice of such transfer, together with a diagram showing the
     structure of the Mortgagor and all constituent entities after the
     contemplated transfer and a list of the names, types of interests and
     percentages of ownership of all owners of interests in Mortgagor and any
     constituent entities (except the shareholders of Inland Retail Real Estate
     Trust, Inc.) after the contemplated transfer.

                      (i)    Mortgagor has not incurred and will not incur any
indebtedness, secured or unsecured, other than the Loan and debt (i) incurred in
the ordinary course of business to vendors and suppliers of services to the
Mortgaged Property, (ii) not secured by the Mortgaged Property, or any portion
thereof, or by interests in the Mortgagor or any constituent entity thereof, and
(iii) not accompanied by any rights to control or to obtain control of the
Mortgagor or any constituent entity thereof. No indebtedness other than the Loan
may be secured (subordinate or PARI PASSU) by the Mortgaged Property, or any
portion thereof, or by interests in the Mortgagor or any constituent entity
thereof.

               10.    ESTOPPEL CERTIFICATES.

                      (a)    Mortgagor, within ten (10) business days after
request by Mortgagee, shall furnish Mortgagee from time to time with a
statement, duly acknowledged and certified, setting forth (i) the amount of the
original principal amount of the Note, (ii) the unpaid principal amount of the
Note, (iii) the rate of interest in the Note, (iv) the date through which all
installments of interest, commitment fees and/or principal have been paid, (v)
any offsets or defenses to the payment of the Indebtedness, if any, (vi) that
the Note and this Mortgage have not been modified or if modified, giving
particulars of such modification and (vii) such other information as shall be
requested by Mortgagee.

                      (b)    Mortgagor, after request by Mortgagee, will use
commercially reasonable efforts to obtain and furnish (within the time periods,
if any, provided in the applicable Leases or if no time period is so specified,
within ten (10) business days after request) Mortgagee from time to time with
estoppel certificates from any tenants under then existing Leases, which
certificates shall be in form and substance as required by such Leases, or if
not required, then in form and substance reasonably satisfactory to Mortgagee.

               11.    NO COOPERATIVE OR CONDOMINIUM. Mortgagor represents and
warrants that the Mortgaged Property has not been subjected to a cooperative or
condominium form of ownership. Mortgagor hereby covenants and agrees that it
will not file a declaration of condominium, map or any other document having the
effect of subjecting the Mortgaged Property, to a condominium or cooperative
form of ownership.

               12.    CHANGES IN THE LAWS REGARDING TAXATION. If any law is
enacted or adopted or amended after the date of this Mortgage which deducts the
Indebtedness or any portion thereof from the value of the Mortgaged Property for
the purpose of taxation or which imposes a tax, either directly or indirectly,
on the principal amount of the Note or Mortgagee's interest in the Mortgaged
Property, Mortgagor will pay such tax, with interest and penalties thereon, if
any. In the event Mortgagee is advised by counsel chosen by it that the payment
of such tax or interest and penalties by Mortgagor would be unlawful or taxable
to Mortgagee or

                                     - 23 -


                                                                Loan No. 6518217

unenforceable or provide the basis for a defense of usury, then in any such
event, Mortgagee shall have the option, by notice of not less than sixty (60)
days, to declare the Indebtedness immediately due and payable without prepayment
fee or premium, except that if an Event of Default, or an event which with
notice and/or the passage of time, or both, would constitute an Event of
Default, has occurred, the applicable premium computed in accordance with the
Note shall apply.

               13.    NO CREDITS ON ACCOUNT OF THE INDEBTEDNESS. Mortgagor will
not claim or demand or be entitled to any credit or credits on account of the
Indebtedness for any part of the Taxes assessed against the Mortgaged Property
or any part thereof and no deduction shall otherwise be made or claimed from the
taxable value of the Mortgaged Property, or any part thereof, by reason of this
Mortgage or the Indebtedness. In the event such claim, credit or deduction shall
be required by law, Mortgagee shall have the option, by notice of not less than
sixty (60) days, to declare the Indebtedness immediately due and payable without
prepayment fee or premium, except that if an Event of Default, or an event which
with notice and/or the passage of time, or both, would constitute an Event of
Default, has occurred, the applicable premium computed in accordance with the
Note shall apply.

               14.    DOCUMENTARY STAMPS. If at any time the United States of
America, any State thereof or any subdivision of any such State shall require
revenue or other stamps to be affixed to the Note or this Mortgage, or impose
any other tax or charge on the same, Mortgagor will pay for the same, with
interest and penalties thereon, if any.

               15.    RIGHT OF ENTRY. Mortgagee and its agents shall have the
right to enter and inspect the Mortgaged Property at any time during reasonable
business hours upon twenty-four (24) hour notice to Mortgagor, except in the
case of an emergency, in which event Mortgagee and its agents may enter and
inspect the Mortgaged Property at any time.

               16.    BOOKS AND RECORDS.

                      (a)    Mortgagor will maintain full, accurate and complete
books of accounts and other records reflecting the results of the operations of
the Mortgaged Property as well as its other operations and will furnish, or
cause to be furnished, to Mortgagee the following:

                      (i)    within ninety (90) days after the end of each
     fiscal year, the Mortgagor will furnish to Mortgagee, a statement of
     Mortgagor's financial condition, including a balance sheet with respect to
     Mortgagor, and a statement of annual income and expenses satisfactory in
     form and substance to Mortgagee in connection with the operation of the
     Mortgaged Property, in detail satisfactory to Mortgagee, prepared by,
     audited and certified by a certified public accountant who is a member of
     the American Institute of Certified Public Accountants, provided however
     that so long as there in then no Event of Default hereunder, such statement
     may be prepared and certified by Mortgagor, Mortgagor's accountant or a
     financial officer of Mortgagor if such certified statement by a certified
     public accountant is not available, and, in addition, within forty-five
     (45) days after the end of each fiscal quarter of Mortgagor, Mortgagor
     shall provide

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                                                                Loan No. 6518217

     the above information except that it may be prepared and certified by the
     financial officer of Mortgagor who is responsible for the preparation of
     such annual financial statements.

                      (ii)   accompanying the submission of the certified
     statements of annual and quarterly income and expenses, when the Mortgaged
     Property is office, retail or multi-tenant industrial property, shall be a
     certified current rent roll in a form previously approved by Mortgagee,
     which shall include, among other things, tenant names, lease commencement
     and expiration dates, square footage and annual rent.

                      (b)    Mortgagee shall have the right, upon five (5) days'
prior notice to Mortgagor, to inspect and make copies of Mortgagor's books and
records and income tax returns and notices.

                      (c)    In the event of a Secondary Market Transaction,
Mortgagor shall furnish from time to time such information relating to Mortgagor
and the Mortgaged Property as shall be reasonably requested by the Rating
Agencies at no cost to Mortgagor.

               17.    PERFORMANCE OF OTHER AGREEMENTS. Mortgagor shall observe
and perform each and every term to be observed or performed by such Mortgagor
pursuant to the terms of any agreement or recorded instrument affecting or
pertaining to the Mortgaged Property.

               18.    REPRESENTATIONS AND COVENANTS CONCERNING LOAN. Mortgagor
represents, warrants and covenants as follows:

                      (a)    The Note, this Mortgage and the other Loan
Documents are not subject to any right of rescission, set-off, counterclaim or
defense, including the defense of usury, nor would the operation of any of the
terms of the Note, this Mortgage and the other Loan Documents, or the exercise
of any right thereunder, render this Mortgage unenforceable, in whole or in
part, or subject to any right of rescission, set-off, counterclaim or defense,
including the defense of usury.

                      (b)    To Mortgagor's best knowledge, all certifications,
permits, licenses and approvals, including, without limitation, certificates of
completion and occupancy permits required for the legal use, occupancy of the
Mortgaged Property, have been obtained and are in full force and effect. The
Mortgaged Property is free of material damage and is in good repair, and there
is no proceeding pending for the total or partial condemnation of, or affecting,
the Mortgaged Property.

                      (c)    To Mortgagor's best knowledge, all of the
Improvements which were included in determining the appraised value of the
Mortgaged Property lie wholly within the boundaries and building restriction
lines of the Mortgaged Property, and no improvements on adjoining properties
encroach upon the Mortgaged Property, and no easements or other encumbrances
upon the Land encroach upon any of the Improvements, so as to affect the value
or marketability of the Mortgaged Property except those which are insured
against by title insurance. All of the Improvements comply with all requirements
of applicable zoning and subdivision laws and ordinances in all material
respects.

                                     - 25 -


                                                                Loan No. 6518217

                      (d)    The Mortgaged Property is not subject to any Leases
other than the Leases described in the rent roll delivered to Mortgagee in
connection with this Mortgage. No person has any possessory interest in the
Mortgaged Property or right to occupy the same except under and pursuant to the
provisions of the Leases. Except as otherwise disclosed in writing to Mortgagee,
to Mortgagor's best knowledge the current Leases are in full force and effect
and there are no defaults thereunder by either party and there are no conditions
that, with the passage of time or the giving of notice, or both, would
constitute defaults thereunder. Except as otherwise disclosed in writing to
Mortgagee, all presently existing Leases are subordinate to this Mortgage.

                      (e)    To Mortgagor's best knowledge, the Mortgaged
Property and the Leases are in compliance with all statutes, ordinances,
regulations and other governmental or quasi-governmental requirements and
private covenants now or hereafter relating to the ownership, construction, use
or operation of the Mortgaged Property.

                      (f)    To Mortgagor's best knowledge there has not been
and shall never be committed by Mortgagor any act or omission affording the
federal government or any state or local government the right of forfeiture as
against the Mortgaged Property or any part thereof or any monies paid in
performance of Mortgagor's obligations under any of the Loan Documents.
Mortgagor hereby covenants and agrees not to commit, permit or suffer to exist
any act or omission affording such right of forfeiture.

                      (g)    The Management Agreement (the "MANAGEMENT
AGREEMENT") between Mortgagor and Inland Mid-Atlantic Management Corp.
("MANAGER") pursuant to which Manager operates the Mortgaged Property (a true,
correct and complete copy of which has been delivered to Mortgagee) is in full
force and effect and there is no default or violation by any party thereunder.
The fee due under the Management Agreement, and the terms and provisions of the
Management Agreement, are subordinate to this Mortgage and the Manager shall
attorn to Mortgagee. Mortgagor shall not terminate, cancel, modify, renew or
extend the Management Agreement, or enter into any agreement relating to the
management or operation of the Mortgaged Property with Manager or any other
party without the express written consents of Mortgagee, which consent shall not
be unreasonably withheld. If at any time Mortgagee consents to the appointment
of a new manager, such new manager and Mortgagor shall, as a condition of
Mortgagee's consent, execute a Manager's Consent and Subordination of Management
Agreement in the form then used by Mortgagee.

                      (h)    IMPROPER FINANCIAL TRANSACTIONS.

                      (i)    Mortgagor is, and shall remain at all times, in
     full compliance with all applicable laws and regulations of the United
     States of America that prohibit, regulate or restrict financial
     transactions, and any amendments or successors thereto and any applicable
     regulations promulgated thereunder (collectively, the "FINANCIAL CONTROL
     LAWS"), including but not limited to those related to money laundering
     offenses and related compliance and reporting requirements (including any
     money laundering offenses prohibited under the Money Laundering Control
     Act, 18 U.S.C. Sections 1956, 1957 and

                                     - 26 -


                                                                Loan No. 6518217

     the Bank Secrecy Act, 31 U.S.C. Sections 5311 ET SEQ.) and the Foreign
     Assets Control Regulations, 31 C.F.R. Section 500 ET SEQ.

                      (ii)   Mortgagor represents and warrants that: (i)
     Mortgagor is not a Barred Person (hereinafter defined); (ii) Mortgagor is
     not owned or controlled, directly or indirectly, by any Barred Person; and
     (iii) Mortgagor is not acting, directly or indirectly, for or on behalf of
     any Barred Person.

                      (iii)  Mortgagor represents and warrants that it
     understands and has been advised by legal counsel on the requirements of
     the Financial Control Laws.

                      (iv)   Under any provision of this Mortgage or any of the
     other Loan Documents where the Mortgagee shall have the right to approve or
     consent to any particular action, including without limitation any (i)
     sale, transfer, assignment of the Mortgaged Property or of any direct or
     indirect ownership interest in Mortgagor, (ii) leasing of the Mortgaged
     Property, or any portion thereof, or (iii) incurring of additional
     financing secured by Mortgaged Property, or any portion thereof or by any
     direct of indirect ownership interest in the Mortgagor, Mortgagee shall
     have the right to withhold such approval or consent, in its sole
     discretion, if the granting of such approval or consent could be construed
     as a violation of any of the Financial Control Laws.

                      (v)    Mortgagor covenants and agrees that it will upon
     request provide Mortgagee with (or cooperate with Mortgagee in obtaining)
     information required by Mortgagee for purposes of complying with any
     Financial Control Laws.

                      As used in this Mortgage, the term "BARRED PERSON" shall
mean (i) any person, group or entity named as a "Specially Designated National
and Blocked Person" or as a person who commits, threatens to commit, supports,
or is associated with terrorism as designated by the United States Department of
the Treasury's Office of Foreign Assets Control ("OFAC"), (ii) any person, group
or entity named in the lists maintained by the United Stated Department of
Commerce (Denied Persons and Entities), (iii) any government or citizen of any
country that is subject to a United States Embargo identified in regulations
promulgated by OFAC and (iv) any person, group or entity named as a denied or
blocked person or terrorist in any other list maintained by any agency of the
United States government.

                      19.    SINGLE PURPOSE ENTITY/SEPARATENESS. Mortgagor
represents, warrants and covenants as follows:

                      (a)    The purpose for which the Mortgagor is organized
shall be limited solely to (A) owning, holding, selling, leasing, transferring,
exchanging, operating and managing the Mortgaged Property, (B) entering into the
Loan with the Mortgagee, (C) refinancing the Mortgaged Property in connection
with a permitted repayment of the Loan, and (D) transacting any and all lawful
business for which a Mortgagor may be organized under its constitutive law that
is incident, necessary and appropriate to accomplish the foregoing.

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                                                                Loan No. 6518217

                      (b)    Mortgagor does not own and will not own any asset
or property other than (i) the Mortgaged Property, and (ii) incidental personal
property necessary for and used in connection with the ownership or operation of
the Mortgaged Property.

                      (c)    Mortgagor will not engage in any business other
than the ownership, management and operation of the Mortgaged Property.

                      (d)    Mortgagor will not enter into any contract or
agreement with any affiliate of Mortgagor, any constituent party of Mortgagor,
any owner of the Mortgagor, the Guarantors (as hereinafter defined) or any
affiliate of any constituent party or Guarantor, except upon terms and
conditions that are intrinsically fair, commercially reasonable and
substantially similar to those that would be available on an arms-length basis
with third parties not affiliated with the Mortgagor or any constituent party of
Mortgagor or any owner of Mortgagor.

                      (e)    Mortgagor has not incurred and will not incur any
indebtedness, secured or unsecured, other than the Loan and debt (i) incurred in
the ordinary course of business to vendors and suppliers of services to the
Mortgaged Property, (ii) not secured by the Mortgaged Property, or any portion
thereof, or by interests in the Mortgagor or any constituent entity thereof, and
(iii) not accompanied by any rights to control or to obtain control of the
Mortgagor or any constituent entity thereof. No indebtedness other than the Loan
may be secured (subordinate or PARI PASSU) by the Mortgaged Property, or any
portion thereof, or by interests in the Mortgagor or any constituent entity
thereof.

                      (f)    Mortgagor has not made and will not make any loans
or advances to any entity or person (including any affiliate or any constituent
party of Mortgagor or any owner of Mortgagor, any Guarantor or any affiliate of
any constituent party or Guarantor), and shall not acquire obligations or
securities of its affiliates or any constituent party.

                      (g)    Mortgagor is and will remain solvent and Mortgagor
will pay its debts and liabilities (including, as applicable, shared personnel
and overhead expenses) from its assets as the same shall become due.

                      (h)    Mortgagor has done or caused to be done and will do
all things necessary to observe organizational formalities and preserve its
existence, and Mortgagor will not, nor will Mortgagor permit any constituent
party of Mortgagor or any owner of Mortgagor or any Guarantor to amend, modify
or otherwise change the partnership certificate, partnership agreement, articles
of incorporation and bylaws, operating agreement, trust or other organizational
documents of Mortgagor or such constituent party or Guarantor without the
written consent of Mortgagee.

                      (i)    Mortgagor will maintain all of its books, records
and financial statements separate from those of its affiliates and any
constituent party. Mortgagor's assets will not be listed as assets on the
financial statement of any other entity except the ownership interests in
Mortgagor may be listed as assets on the financial statements of the Trust or
Partnership. Mortgagor shall have its own separate financial statement,
provided, however, that Mortgagor's assets may be included in a consolidated
financial statement of its parent companies if inclusion on such a consolidated
statement is required to comply with the requirements of

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                                                                Loan No. 6518217

generally accepted accounting principles ("GAAP"), provided that such
consolidated financial statement shall contain a footnote to the effect that
Mortgagor's assets are owned by Mortgagor and that they are being included on
the financial statement of its parent solely to comply with the requirements of
GAAP, and further provided that such assets shall be listed on Mortgagor's own
separate balance sheet. Mortgagor will file its own tax returns if required by
law and will not file a consolidated federal income tax return with any other
corporation except the Trust or Partnership in which case Mortgagor will be
shown on a separate schedule of such return as a separate member of the
consolidated group with its delineated financial information. Mortgagor shall
maintain its books, records, resolutions and agreements as official records.

                      (j)    Mortgagor will be, and at all times will hold
itself out to the public as, a legal entity separate and distinct from any other
entity (including any affiliate of Mortgagor, any constituent party of
Mortgagor, any Guarantor or any affiliate of any constituent party or
Guarantor), shall correct any known misunderstanding regarding its status as a
separate entity, shall conduct business in its own name, shall not identify
itself or any of its affiliates as a division or part of the other except the
Trust and Partnership and shall maintain and utilize separate telephone numbers,
stationery, invoices and checks.

                      (k)    Mortgagor will maintain adequate capital for the
normal obligations reasonably foreseeable in a business of its size and
character and in light of its contemplated business operations.

                      (l)    Neither Mortgagor nor any constituent party will
seek the dissolution, winding up, liquidation, consolidation or merger, in whole
or in part, or the sale of material assets of Mortgagor.

                      (m)    Mortgagor will not commingle the funds and other
assets of Mortgagor with those of any affiliate or any constituent party of
Mortgagor or any owner of Mortgagor, any Guarantor, or any affiliate of any
constituent party or Guarantor, or any other person, except for the Manager, and
will not participate in a cash management system with any such party.

                      (n)    Mortgagor will not commingle its assets with those
of any other person or entity except the Manager and will hold all of its assets
in its own name or in its agent's name.

                      (o)    Mortgagor will not guarantee or become obligated
for the debts of any other entity or person and does not and will not hold
itself out as being responsible for the debts or obligations of any other
person.

                      (p)    Mortgagor shall allocate fairly and reasonably any
overhead expenses that are shared with an affiliate, including paying for office
space and services performed by any employee of an affiliate.

                      (q)    The stationery, invoices and checks utilized by
Mortgagor or utilized to collect its funds or pay its expenses shall bear its
own name and shall not bear the name of any other entity unless such entity is
clearly designated as being Mortgagor's agent.

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                                                                Loan No. 6518217

                      (r)    Mortgagor shall not pledge its assets for the
benefit of any other person or entity, and other than with respect to the Loan.

                      (s)    Mortgagor shall correct any known misunderstanding
regarding its separate identity.

                      (t)    Mortgagor shall not identify itself as a division
of any other person or entity except for the Trust or Partnership.

               20.    EVENTS OF DEFAULT: REMEDIES. Each of the following events
after any applicable grace or cure periods shall constitute an "EVENT OF
DEFAULT" hereunder:

                      (a)    if (i) any installment of interest is not paid
within five (5) days after the same is due, (ii) the entire Indebtedness is not
paid on or before the Maturity Date (or if the Maturity Date has been
accelerated, upon such acceleration), or (iii) any other payment or charge due
under the Note, this Mortgage or any other Loan Documents is not paid when due;

                      (b)    if any Taxes payable directly to the billing
authority by Mortgagor are not paid before interest becomes payable on the
amount due or a penalty is assessed (provided that the foregoing provisions of
this clause (b) shall be subject to the right to contest Taxes granted to
Mortgagor in PARAGRAPH 4(b) of this Mortgage, but only for so long as the
conditions in PARAGRAPH 4(b) of this Mortgage remain satisfied);

                      (c)    if the Policies are not kept in full force and
effect and are not delivered to Mortgagee when required hereunder, or if the
Policies are not delivered to Mortgagee within ten (10) days after written
request by Mortgagee;

                      (d)    if any of the provisions of PARAGRAPHS 7, 9, 19 or
39 herein are violated or not complied with;

                      (e)    if any of the events described in PARAGRAPH 41
shall occur;

                      (f)    if at any time any representation or warranty of
Mortgagor or any Guarantor made herein or in any guaranty, agreement,
certificate, report, affidavit, owner's affidavit, financial statement or other
instrument furnished to Mortgagee shall be materially false or misleading in any
respect;

                      (g)    if any mortgagee under a mortgage on the Mortgaged
Property, whether superior or subordinate to this Mortgage (i) demands payment
in full or otherwise accelerates any indebtedness of Mortgagor or (ii) otherwise
commences the exercise of any remedy available to such party under any Loan
Document;

                      (h)    if Mortgagor fails to cure promptly any violation
of any law or ordinance affecting the Mortgaged Property (provided that the
foregoing provisions of this clause (h) shall be subject to any right to contest
such violation specifically granted to Mortgagor in PARAGRAPH 8 of this
Mortgage);

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                                                                Loan No. 6518217

                      (i)    if any Guaranty (as hereinafter defined) is
terminated or any event or condition occurs which, in the sole judgment of
Mortgagee, may impair the ability of any Guarantor to perform its obligations
under any Guaranty or any Guarantor attempts to withdraw, cancel or disclaim any
Guaranty;

                      (j)    if a default by Mortgagor under any of the other
terms, covenants or conditions of the Note, this Mortgage or any other Loan
Document shall occur and such default shall not have been cured within thirty
(30) days after notice from Mortgagee, provided that if such default is not
susceptible of being cured within such thirty (30) day period and Mortgagor
shall have commenced the cure of such default within such thirty (30) day period
and thereafter diligently pursues such cure to completion, then such thirty (30)
day period shall be extended for a period of ninety (90) days from the
occurrence of the default, provided, further, that the notice and grace period
set forth in this subparagraph (j) shall not apply to any other Event of Default
expressly set forth in this PARAGRAPH 20 or to any other Event of Default
defined as such in any other Loan Document or to any other covenant or condition
with respect to which a grace period is expressly provided elsewhere; or

                      (k)    if any of the provisions of PARAGRAPHS 42(d) and/or
PARAGRAPH 42(f) are violated or not complied with, and/or if any representation
or warranty in PARAGRAPH 42(b) and/or 42(c) shall prove false or misleading in
any respect and/or if any of the events described in PARAGRAPH 42(e) shall
occur.

               Upon the occurrence of any Event of Default, the Indebtedness
shall immediately become due at the option of Mortgagee.

               Upon the occurrence of any Event of Default, Mortgagor shall pay
interest on the entire unpaid principal balance of the Note, as defined in and
provided for in the Note.

               Upon the occurrence of any Event of Default, Mortgagee may, to
the extent permitted under applicable law, elect to treat the fixtures included
in the Mortgaged Property either as real property or as personal property, or
both, and proceed to exercise such rights as apply thereto. With respect to any
sale of real property included in the Mortgaged Property made under the powers
of sale herein granted and conferred, Mortgagee may, to the extent permitted by
applicable law, include in such sale any fixtures included in the Mortgaged
Property and relating to such real property.

               21.    ADDITIONAL REMEDIES.

                      (a)    Upon the occurrence of any Event of Default,
Mortgagee may take such action, without notice or demand, as it shall deem
advisable to protect and enforce its rights against Mortgagor and in and to the
Mortgaged Property or any part thereof or interest therein, including, but not
limited to, the following actions, each of which may be pursued concurrently or
otherwise, at such time and in such order as Mortgagee may determine, in its
sole discretion, without impairing or otherwise affecting the other rights and
remedies of Mortgagee (i) enter into or upon the Real Property, either
personally or by its agents, nominees or attorneys and dispossess Mortgagor and
its agents and servants therefrom, and thereupon Mortgagee may (A) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all
and

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                                                                Loan No. 6518217

every part of the Mortgaged Property and conduct the business thereat, (B)
complete any construction on the Mortgaged Property in such manner and form as
Mortgagee deems advisable, (C) make alterations, additions, renewals,
replacements and improvements to or on the Mortgaged Property, (D) exercise all
rights and powers of Mortgagor with respect to the Mortgaged Property, whether
in the name of Mortgagor or otherwise, including, without limitation, the right
to make, cancel, enforce or modify leases, obtain and evict tenants and demand,
sue for, collect and receive all earnings, revenues, rents, issues, profits and
other income of the Mortgaged Property and every part thereof and (E) apply the
receipts from the Mortgaged Property to the payment of the Indebtedness, after
deducting therefrom all expenses (including reasonable attorneys' fees and
expenses) incurred in connection with the aforesaid operations and all amounts
necessary to pay the taxes, assessments, insurance and other charges in
connection with the Mortgaged Property, as well as just and reasonable
compensation for the services of counsel and other third parties providing
services to Mortgagee, or (ii) institute proceedings for the complete
foreclosure of this Mortgage in which case the Mortgaged Property may be sold
for cash or upon credit in one or more parcels, or (iii) with or without entry,
to the extent permitted and pursuant to the procedures provided by applicable
law, institute proceedings for the partial foreclosure of this Mortgage for the
portion of the Indebtedness then due and payable, subject to the continuing lien
of this Mortgage for the balance of the Indebtedness not then due, or (iv) sell
for cash or upon credit the Mortgaged Property or any part thereof and all or
any part of any estate, claim, demand, right, title and interest of Mortgagor
therein and rights of redemption thereof, pursuant to power of sale or
otherwise, at one or more sales, as an entirety or in parcels, at such time and
place, upon such terms and after such notice thereof as may be required or
permitted by law, and in the event of a sale, by foreclosure or otherwise, of
less than all of the Mortgaged Property, this Mortgage shall continue as a lien
on the remaining portion of or estate in the Mortgaged Property, or (v)
institute an action, suit or proceeding in equity for the specific performance
of any covenant, condition or agreement contained herein or in the Note or any
other Loan Document, or (vi) recover judgment on the Note or any Guaranty either
before, during or after any proceedings for the enforcement of this Mortgage, or
(vii) pursue such other remedies as Mortgagee may have under applicable law.

                      (b)    The purchase money proceeds or avails of any sale
made under or by virtue of this PARAGRAPH 21, together with any other sums which
then may be held by Mortgagee under this Mortgage, whether under the provisions
of this PARAGRAPH 21 or otherwise, shall be applied as follows:

               FIRST:     To the payment of the costs and expenses of any such
sale, including reasonable compensation to Mortgagee, its agents and counsel,
and of any judicial proceedings wherein the same may be made, and of all
expenses, liabilities and advances made or incurred by Mortgagee under this
Mortgage, together with interest as provided herein on all advances made by
Mortgagee and all taxes or assessments, except any taxes, assessments or other
charges subject to which the Mortgaged Property shall have been sold.

               SECOND:    To the payment of the whole amount then due, owing or
unpaid upon the Note for principal, together with any and all applicable
interest, fees and late charges.

               THIRD:     To the payment of any other sums required to be paid
by Mortgagor pursuant to any provision of this Mortgage or of the Note or of the
Guaranty.

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                                                                Loan No. 6518217

               FOURTH:    To the payment of the surplus, if any, to whomsoever
may be lawfully entitled to receive the same.

               Mortgagee and any receiver of the Mortgaged Property, or any part
thereof, shall be liable to account for only those rents, issues and profits
actually received by it.

                      (c)    Mortgagee may adjourn from time to time any sale by
Mortgagee to be made under or by virtue of this Mortgage by announcement at the
time and place appointed for such sale or for such adjourned sale or sales; and,
except as otherwise provided by any applicable provision of law, Mortgagee,
without further notice or publication, may make such sale at the time and place
to which the same shall be so adjourned.

                      (d)    Upon the completion of any sale or sales made by
Mortgagee under or by virtue of this PARAGRAPH 21, Mortgagee, or an officer of
any court empowered to do so, shall execute and deliver to the accepted
purchaser or purchasers a good and sufficient instrument, or good and sufficient
instruments, conveying, assigning and transferring all estate, right, title and
interest in and to the property and rights sold. Mortgagee is hereby irrevocably
appointed the true and lawful attorney of Mortgagor, in its name and stead, to
make all necessary conveyances, assignments, transfers and deliveries of the
Mortgaged Property and rights so sold and for that purpose Mortgagee may execute
all necessary instruments of conveyance, assignment and transfer, and may
substitute one or more persons with like power, Mortgagor hereby ratifying and
confirming all that its said attorney or such substitute or substitutes shall
lawfully do by virtue hereof. Any such sale or sales made under or by virtue of
this PARAGRAPH 21, whether made under the power of sale herein granted or under
or by virtue of judicial proceedings or of a judgment or decree of foreclosure
and sale, shall operate to divest all the estate, right, title, interest, claim
and demand whatsoever, whether at law or in equity, of Mortgagor in and to the
properties and rights so sold, and shall be a perpetual bar both at law and in
equity against Mortgagor and against any and all persons claiming or who may
claim the same, or any part thereof from, through or under Mortgagor.

                      (e)    In the event of any sale made under or by virtue of
this PARAGRAPH 21 (whether made under the power of sale herein granted or under
or by virtue of judicial proceedings or of a judgment or decree of foreclosure
and sale) the entire Indebtedness, if not previously due and payable,
immediately thereupon shall, anything in the Note, this Mortgage, any Guaranty
or any other Loan Document to the contrary notwithstanding, become due and
payable.

                      (f)    Upon any sale made under or by virtue of this
PARAGRAPH 21 (whether made under the power of sale herein granted or under or by
virtue of judicial proceedings or of a judgment or decree of foreclosure and
sale), Mortgagee may bid for and acquire the Mortgaged Property or any part
thereof and in lieu of paying cash therefor may make settlement for the purchase
price by crediting upon the Indebtedness the net sales price after deducting
therefrom the expenses of the sale and the costs of the action and any other
sums which Mortgagee is authorized to deduct under this Mortgage.

                      (g)    No recovery of any judgment by Mortgagee and no
levy of an execution under any judgment upon the Mortgaged Property or upon any
other property of

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                                                                Loan No. 6518217

Mortgagor shall affect in any manner or to any extent, the lien of this Mortgage
upon the Mortgaged Property or any part thereof, or any liens, rights, powers or
remedies of Mortgagee hereunder, but such liens, rights, powers and remedies of
Mortgagee shall continue unimpaired as before.

               22.    RIGHT TO CURE DEFAULTS. Upon the occurrence of any Event
of Default or if Mortgagor fails to make any payment or to do any act as herein
provided, Mortgagee may, but without any obligation to do so and without notice
to or demand on Mortgagor and without releasing Mortgagor from any obligation
hereunder, make or do the same in such manner and to such extent as Mortgagee
may deem necessary to protect the security hereof. Without limiting the
foregoing, Mortgagee may enter upon the Mortgaged Property for such purposes or
appear in, defend, or bring any action or proceeding to protect its interest in
the Mortgaged Property, and the cost and expense thereof (including, without
limitation, reasonable attorneys' fees and disbursements to the extent permitted
by law), with interest as provided in this PARAGRAPH 22, shall be immediately
due and payable to Mortgagee upon demand by Mortgagee therefor. All such costs
and expenses incurred by Mortgagee in remedying such Event of Default or in
appearing in, defending, or bringing any such action or proceeding shall bear
interest at the Default Rate (as such term is defined in the Note), for the
period from the date that such cost or expense was incurred to the date of
payment to Mortgagee. All such costs and expenses, together with interest
thereon at the Default Rate, shall be added to the Indebtedness and shall be
secured by this Mortgage. If the principal sum of the Note or any other amount
required to be paid on the Maturity Date under the Note shall not be paid on the
Maturity Date, interest shall thereafter be computed and paid at the Default
Rate.

               23.    LATE PAYMENT CHARGE. If any monthly principal and interest
payment is not paid in accordance with the Note, a late charge (the "LATE
CHARGE") shall be due as provided for in the Note.

               24.    PREPAYMENT. The Indebtedness may be prepaid only in
accordance with the terms of the Note.

               25.    PREPAYMENT AFTER EVENT OF DEFAULT. A tender of the amount
necessary to satisfy the entire indebtedness, paid at any time following an
Event of Default or acceleration (which acceleration shall be at Mortgagee's
sole option), including at a foreclosure sale or during any subsequent
redemption period, if any, shall be deemed a voluntary prepayment, which payment
shall include a premium, the calculation of which shall be in accordance with
the terms of the Note and shall depend upon whether the Event of Default or
acceleration first occurred (i) prior to the time, if any, the prepayment of the
principal balance is permitted pursuant to the terms of the Note and prior to
the date on which the full amount of the balance of principal and interest then
remaining unpaid shall be due or (ii) on or after the date on which prepayment
of the principal balance is permitted pursuant to the terms of the Note.

               26.    APPOINTMENT OF RECEIVER. Mortgagee, upon the occurrence of
an Event of Default or in any action to foreclose this Mortgage or upon the
actual or threatened waste to any part of the Mortgaged Property, shall be
entitled to the appointment of a receiver without notice and without regard to
the value or condition of the Mortgaged Property as security for the

                                     - 34 -


                                                                Loan No. 6518217

Indebtedness or the solvency or insolvency of any person liable for the payment
of the Indebtedness.

               27.    SECURITY AGREEMENT.

                      (a)    This Mortgage is both a real property Mortgage and
a "security agreement" within the meaning of the Uniform Commercial Code. The
Mortgaged Property includes both real and personal property and all other rights
and interests, whether tangible or intangible in nature, of Mortgagor in the
Mortgaged Property. Mortgagor, by executing and delivering this Mortgage grants
to Mortgagee, as security for the Indebtedness, a security interest in the
Mortgaged Property to the full extent that the Mortgaged Property may be subject
to the Uniform Commercial Code (such portion of the Mortgaged Property so
subject to the Uniform Commercial Code being called in this PARAGRAPH 27 the
"COLLATERAL"). Mortgagor hereby authorizes Mortgagee to file financing
statements in order to create, perfect, preserve and continue the security
interest(s) herein granted. This Mortgage shall also constitute a "fixture
filing" for the purposes of the Uniform Commercial Code and shall cover all
items of the Collateral that are or are to become fixtures. Information
concerning the security interest(s) herein granted may be obtained from
Mortgagee upon request.

                      If an Event of Default shall occur, Mortgagee, in addition
to any other rights and remedies which it may have, shall have and may exercise
immediately and without demand, any and all rights and remedies granted to a
secured party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing, the right to take possession of the
Collateral or any part thereof, and to take such other measures as Mortgagee may
deem necessary for the care, protection and preservation of the Collateral. Upon
request or demand of Mortgagee, Mortgagor shall at its expense assemble the
Collateral and make it available to Mortgagee at a convenient place reasonably
acceptable to Mortgagee. Mortgagor shall pay to Mortgagee on demand any and all
expenses, including legal expenses and attorneys' fees and disbursements,
incurred or paid by Mortgagee in protecting its interest in the Collateral and
in enforcing its rights hereunder with respect to the Collateral. Any notice of
sale, disposition or other intended action by Mortgagee with respect to the
Collateral sent to Mortgagor in accordance with the provisions hereof at least
five (5) days prior to such sale, disposition or action shall constitute
reasonable notice to Mortgagor. The proceeds of any disposition of the
Collateral, or any part thereof, may be applied by Mortgagee to the payment of
the Indebtedness in such priority and proportions as Mortgagee in its discretion
shall deem proper.

                      Mortgagor shall notify Mortgagee of any change in name,
identity or structure of Mortgagor and shall promptly execute, file and record,
at its sole cost and expense, such Uniform Commercial Code forms as are
necessary to maintain the priority of the lien of Mortgagee upon and security
interest in the Collateral. In addition, Mortgagor shall promptly execute, file
and record such additional Uniform Commercial Code forms or continuation
statements as Mortgagee shall deem necessary and shall pay all expenses and fees
in connection with the filing and recording thereof, provided that no such
additional documents shall increase the obligations of Mortgagor under the Note,
this Mortgage or the other Loan Documents. Mortgagor hereby grants to Mortgagee
an irrevocable power of attorney, coupled with an interest, to file with the
appropriate public office on its behalf any financing or other statements

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                                                                Loan No. 6518217

signed only by Mortgagee, as secured party, in connection with the Collateral
covered by this Mortgage.

                      (b)    That portion of the Mortgaged Property consisting
of personal property and equipment, shall be owned by Mortgagor and shall not be
the subject matter of any lease or other transaction whereby the ownership or
any beneficial interest in any of such property is held by any person or entity
other than Mortgagor nor shall Mortgagor create or suffer to be created any
security interest covering any such property as it may from time to time be
replaced, other than the security interest created herein.

               28.    AUTHORITY.

                      (a)    Mortgagor has full power, authority and legal right
to execute this Mortgage, and to mortgage, give, grant, bargain, sell, alien,
enfeoff, convey, confirm, pledge, hypothecate and assign and grant a security
interest in the Mortgaged Property pursuant to the terms hereof and to keep and
observe all of the terms of this Mortgage on Mortgagor's part to be performed.

                      (b)    Mortgagor represents and warrants to Mortgagee that
Mortgagor is not a "foreign person" and covenants with Mortgagee that Mortgagor
will not, throughout the term of the Note, become a "foreign person" within the
meaning of Section 1445 and Section 7701 of the Internal Revenue Code of 1986,
(26 USC Sections 1445, 7701) and the related Treasury Department regulations,
including, without limitation, temporary regulations (hereinafter collectively
the "CODE"); that is, such Mortgagor is not a non-resident alien, foreign
corporation, foreign partnership, foreign trust or foreign estate as those terms
are defined in the Code.

                      (c)    Mortgagor represents and warrants to Mortgagee that
Mortgagor is a limited liability company organized and existing under the laws
of the State of Delaware.

               29.    ACTIONS AND PROCEEDINGS. Mortgagee shall have the right to
appear in and defend any action or proceeding brought with respect to the
Mortgaged Property and to bring any action or proceeding, in the name and on
behalf of Mortgagor, which Mortgagee, in its discretion, shall decide should be
brought to protect its interest(s) in the Mortgaged Property.

               30.    FURTHER ACTS, ETC. Mortgagor will, at the sole cost of
Mortgagor, and without expense to Mortgagee, do, execute, acknowledge and
deliver all and every such further acts, deeds, conveyances, mortgages,
assignments, notices of assignments, transfers and assurances as Mortgagee
shall, from time to time, require, for the better assuring, conveying,
assigning, transferring and confirming unto Mortgagee the property and rights
hereby mortgaged, given, granted, bargained, sold, aliened, enfeoffed, conveyed,
confirmed, pledged, assigned and hypothecated or intended now or hereafter so
to be, or which Mortgagor may be or may hereafter become bound to convey or
assign to Mortgagee, or for carrying out the intention or facilitating the
performance of the terms of this Mortgage or for filing, registering or
recording this Mortgage and, on demand, will execute and deliver within five (5)
business days after request of Mortgagee, and if Mortgagor fails to so deliver,
hereby authorizes Mortgagee thereafter to execute in the name of Mortgagor
without the signature of Mortgagor to the extent Mortgagee may lawfully do so,
one or more financing statements, chattel mortgages or

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                                                                Loan No. 6518217

comparable security instruments, to evidence more effectively the lien hereof
upon the Mortgaged Property. Mortgagor grants to Mortgagee an irrevocable power
of attorney coupled with an interest for the purpose of exercising and
perfecting any and all rights and remedies available to Mortgagee at law and in
equity, including without limitation such rights and remedies available to
Mortgagee pursuant to this PARAGRAPH 30.

               31.    RECORDING OF MORTGAGE, ETC. Mortgagor forthwith upon the
execution and delivery of this Mortgage, will cause this Mortgage, and any
security instrument creating a lien or security interest or evidencing the lien
hereof upon the Mortgaged Property, to be filed, registered or recorded and,
thereafter, from time to time, each such other instrument of further assurance
to be filed, registered or recorded, all in such manner and in such places as
may be required by any present or future law in order to publish notice of and
fully to protect the lien or security interest hereof upon, and the interest(s)
of Mortgagee in, the Mortgaged Property. Mortgagor will pay all filing,
registration or recording fees, and all expenses incident to the preparation,
execution and acknowledgment of this Mortgage, any Mortgage supplemental hereto,
any security instrument with respect to the Mortgaged Property and any
instrument of further assurance, and all federal, state, county and municipal,
taxes, duties, imposts, assessments and charges arising out of or in connection
with the making, execution, delivery and/or recording of this Mortgage, any
Mortgage supplemental hereto, any security instrument with respect to the
Mortgaged Property or any instrument of further assurance, except where
prohibited by law so to do. Mortgagor shall hold harmless and indemnify
Mortgagee, its successors and assigns, against any liability incurred by reason
of the imposition of any tax on the making, execution, delivery and/or recording
of this Mortgage, any Mortgage supplemental hereto, any security instrument with
respect to the Mortgaged Property or any instrument of further assurance.

               32.    USURY LAWS. This Mortgage and the Note are subject to the
express condition that at no time shall Mortgagor be obligated or required to
pay interest on the principal balance due under the Note at a rate which could
subject the holder of the Note to either civil or criminal liability as a result
of being in excess of the maximum interest rate which Mortgagor is permitted by
law to contract or agree to pay. If by the terms of this Mortgage or the Note,
Mortgagor is at any time required or obligated to pay interest on the principal
balance due under the Note at a rate in excess of such maximum rate, the rate of
interest under the Note shall be deemed to be immediately reduced to such
maximum rate and the interest payable shall be computed at such maximum rate and
all prior interest payments in excess of such maximum rate shall be applied and
shall be deemed to have been payments in reduction of the principal balance of
the Note and the principal balance of the Note shall be reduced by such amount
in the inverse order of maturity.

               33.    SOLE DISCRETION OF MORTGAGEE. Wherever pursuant to this
Mortgage, Mortgagee exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Mortgagee, the decision of
Mortgagee to approve or disapprove or to decide that arrangements or terms are
satisfactory or not satisfactory shall be in the sole discretion of Mortgagee
and shall be final and conclusive, except as may be otherwise specifically
provided herein.

               34.    RECOVERY OF SUMS REQUIRED TO BE PAID. Mortgagee shall have
the right from time to time to take action to recover any sum or sums which
constitute a part of the

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                                                                Loan No. 6518217

Indebtedness as the same become due, without regard to whether or not the
balance of the Indebtedness shall be due, and without prejudice to the right of
Mortgagee thereafter to bring an action of foreclosure, or any other action, for
a default or defaults by Mortgagor existing at the time such earlier action was
commenced.

               35.    MARSHALLING AND OTHER MATTERS. Mortgagor waives, to the
extent permitted by law, the benefit of all appraisement, valuation, stay,
extension, reinstatement and redemption laws now or hereafter in force and all
rights of marshalling in the event of any sale hereunder of the Mortgaged
Property or any part thereof or any interest therein. Further, Mortgagor
expressly waives any and all rights of redemption from sale under any order or
decree of foreclosure of this Mortgage on behalf of Mortgagor, and on behalf of
each and every person acquiring any interest in or title to the Mortgaged
Property subsequent to the date of this Mortgage and on behalf of all persons to
the extent permitted by applicable law.

               36.    WAIVER OF NOTICE. Mortgagor shall not be entitled to any
notices of any nature whatsoever from Mortgagee except with respect to matters
for which this Mortgage specifically and expressly provides for the giving of
notice by Mortgagee to Mortgagor and except with respect to matters for which
Mortgagee is required by applicable law to give notice, and Mortgagor hereby
expressly waives the right to receive any notice from Mortgagee with respect to
any matter for which this Mortgage does not specifically and expressly provide
for the giving of notice by Mortgagee to Mortgagor.

               37.    REMEDIES OF MORTGAGOR. In the event that a claim or
adjudication is made that Mortgagee has acted unreasonably or unreasonably
delayed acting in any case where by law or under the Note, this Mortgage or the
other Loan Documents, it has an obligation to act reasonably or promptly,
Mortgagee shall not be liable for any monetary damages, and Mortgagor's remedies
shall be limited to injunctive relief or declaratory judgment.

               38.    REPORTING REQUIREMENTS. At the request of Mortgagee,
Mortgagor shall supply or cause to be supplied to Mortgagee either (a) a copy of
a completed Form 1099-B, Statement for Recipients of Proceeds from Real Estate,
Broker and Barter Exchange Proceeds prepared by Mortgagor's attorney or other
person responsible for the preparation of such form, together with a certificate
from the person who prepared such form to the effect that such form has, to the
best of such person's knowledge, been accurately prepared and that such person
will timely file such form or (b) a certification from Mortgagor that the Loan
is a refinancing of the Mortgaged Property or is otherwise not required to be
reported to the Internal Revenue Service pursuant to Section 6045(e) of the
Code. Mortgagor hereby indemnifies, defends and holds Mortgagee harmless from
and against all loss, cost, damage and expense (including without limitation,
attorneys' fees and disbursements and costs incurred in the investigation,
defense and settlement of claims) that Mortgagee may incur, directly or
indirectly, as a result of or in connection with the assertion against Mortgagee
of any claim relating to the failure of Mortgagee to comply with this PARAGRAPH
38.

               39.    HAZARDOUS MATERIALS.

                      (a)    Mortgagor represents and warrants that based on the
Phase I environmental report prepared by EBI Consultants dated September 5, 2003
(the "Report")

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                                                                Loan No. 6518217

(i) the Mortgaged Property is now and at all times during Mortgagor's ownership
thereof has been free of contamination from any petroleum product and all
hazardous or toxic substances, wastes or substances, any substances which
because of their quantitative concentration, chemical, radioactive, flammable,
explosive, infectious or other characteristics, constitute or may reasonably be
expected to constitute or contribute to a danger or hazard to public health,
safety or welfare or to the environment, including, without limitation, any
asbestos (whether or not friable) and any asbestos-containing materials, Mold
(defined as the presence of any form of (i) multicellular fungi that live on
plant or animal matter and an indoor environment (including without limitation
Cladosporium, Penicillium, Alternaria, Aspergillus, Fusarium, Trichoderma,
Memnoniella, Mucor, and Stachybotrys chartarum (SC) often found in water damaged
building materials), (ii) spores, scents or byproducts produced or released by
fungi, including mycotoxins and (iii) microbial matter which reproduces through
mold, mildew and viruses, whether or not such microbial matter is living
(collectively "MOLD")), waste oils, solvents and chlorinated oils,
polychlorinated biphenyls (PCBs), toxic metals, etchants, pickling and plating
wastes, explosives, reactive metals and compounds, pesticides, herbicides, radon
gas, urea formaldehyde foam insulation and chemical, biological and radioactive
wastes, or any other similar materials or any hazardous or toxic wastes or
substances which are included under or regulated by any federal, state or local
law, rule or regulation (whether now existing or hereafter enacted or
promulgated, as they may be amended from time to time) pertaining to
environmental regulations, contamination, clean-up or disclosures, and any
judicial or administrative interpretation thereof, including any judicial or
administrative orders or judgments ("HAZARDOUS MATERIALS"), including, without
limitation, the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, 42 U.S.C. section 9601 ET SEQ. ("CERCLA"); The Federal Resource
Conservation and Recovery Act, 42 U.S.C. section 6901 ET SEQ. ("RCRA");
Superfund Amendments and Reauthorization Act of 1986, Public Law No. 99-499
("SARA"); Toxic Substances Control Act, 15 U.S.C. section 2601 ET SEQ. ("TSCA");
the Hazardous Materials Transportation Act, 49 U.S.C. section 1801 ET SEQ.; and
any other state superlien or environmental clean-up or disclosure statutes (all
such laws, rules and regulations being referred to collectively as
"ENVIRONMENTAL LAWS"), (ii) Mortgagor has not caused or suffered to occur any
discharge, spill, uncontrolled loss or seepage of any Hazardous Materials onto
any property adjoining the Mortgaged Property, (iii) Mortgagor has not received
any complaint, notice, letter, or other communication from occupants, tenants,
guests, employees, licensees or any other person regarding odors, poor indoor
quality, Mold, or any activity, condition, event or omission that causes or
facilitates the growth of Mold and Mortgagor further represents to the best of
its knowledge that no Mold or any activity, condition, event or omission that
causes or facilitates the growth of Mold exists at the property, and (iv)
neither the Mortgagor nor to Mortgagor's best knowledge any tenant or occupant
of all or part of the Mortgaged Property is now or has been involved in
operations at the Mortgaged Property which could lead to liability for Mortgagor
or any other owner of the Mortgaged Property or the imposition of a lien on the
Mortgaged Property under any Environmental Law.

                      (b)    At its sole cost and expense, Mortgagor shall
comply with and shall cause all tenants and other occupants of the Mortgaged
Property to comply with all Environmental Laws now in effect or hereafter
enacted with respect to the discharge, generation, removal, transportation,
storage and handling of Hazardous Materials. Mortgagor shall promptly notify
Mortgagee if Mortgagor shall become aware of any Hazardous Materials on or near
the Mortgaged Property (except materials which (i) are ordinarily and
customarily used in the

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                                                                Loan No. 6518217

regular operation of the Mortgaged Property as a commercial retail facility by
the Mortgagor or any current tenant or any future tenant, which tenant and its
Lease have been approved by the Mortgagee, and (ii) are used, stored, disposed
of and handled in compliance with and in quantities permitted by all applicable
Environmental Laws) and/or if Mortgagor shall become aware that the Mortgaged
Property is in direct or indirect violation of any Environmental Laws and/or if
Mortgagor shall become aware of any condition on or near the Mortgaged Property
which shall pose a threat to the health, safety or welfare of humans. Mortgagor
shall promptly remove all Hazardous Materials from the Mortgaged Property, such
removal to be performed in accordance with all applicable federal, state and
local laws, statutes, rules and regulations. Mortgagor shall pay immediately
when due the cost of removal of any Hazardous Materials and shall keep the
Mortgaged Property free of any lien imposed pursuant to any Environmental Laws
now in effect or hereinafter enacted.

                      (c)    Mortgagor grants Mortgagee and its employees and
agents an irrevocable and non-exclusive license, subject to the rights of
tenants, to enter the Mortgaged Property in the event that Mortgagee has a
reasonable belief that a violation of Environmental Laws or release or
threatened release of Hazardous Materials has occurred on or onto the Mortgaged
Property, or at any time after an uncured Event of Default under the Loan
Documents, to conduct testing and to remove any Hazardous Materials, and the
costs of such testing and removal shall immediately become due to Mortgagee and
shall be secured by this Mortgage. Mortgagor, promptly upon the request of
Mortgagee, and only if Mortgagee has a reasonable belief that there is a change
in the environmental condition of the Mortgaged Property, shall provide
Mortgagee with an environmental site assessment or environmental audit report,
or an update of such an assessment or report, all in scope, form and content
satisfactory to Mortgagee. Mortgagor shall maintain the integrity of all storage
tanks and drums on or under the Mortgaged Property during the term of the Loan
in compliance with all Environmental Laws now in effect or hereinafter enacted.
Mortgagor shall follow an operation and maintenance program with respect to all
storage tanks and drums on or under the Mortgaged Property, which program has
been approved in writing by Mortgagee.

                      (d)    Mortgagor shall indemnify Mortgagee and hold
Mortgagee harmless from and against all liability, loss, cost, damage and
expense (including, without limitation, reasonable attorneys' fees and costs
incurred in the investigation, defense and settlement of claims) that Mortgagee
may incur as a result of or in connection with the assertion against Mortgagee
(whether as past or present holder of this Mortgage, as mortgagee in possession
or as past or present owner of the Mortgaged Property by virtue of a foreclosure
or acceptance of a deed in lieu of foreclosure) of any claim relating to the
presence and/or release, threatened release, storage, disposal, generating or
removal of any Hazardous Materials or compliance with any Environmental Laws now
in effect or hereinafter enacted except for the gross negligence or willful
misconduct of Mortgagee. Subject to the provisions of Paragraph 9(f) above, the
obligations and liabilities of Mortgagor under this PARAGRAPH 39 shall survive
full payment of the Loan, entry of a judgment of foreclosure or acceptance of a
deed in lieu of foreclosure or any subsequent transfer to a third party. It is
understood that the presence and/or release of substances referred to in this
section hereof does not pertain to a presence and/or release which first occurs
solely after (A) repayment of the Loan in full in accordance with the Loan
Documents or (B) possession of the Property by Mortgagee upon a foreclosure or
acceptance of a deed in lieu of foreclosure and surrender of possession and
occupancy of the

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                                                                Loan No. 6518217

Property by Mortgagor, its agents, affiliates, employees and independent
contractors. Mortgagor shall have the burden of establishing that the conditions
in subsection (d) were satisfied by clear and convincing evidence and shall
indemnify and hold Mortgagee harmless for all matters set forth in this
Paragraph 39, until Mortgagor has met such burden; Mortgagee agrees that
Mortgagor shall have met such burden with respect to the Mortgaged Property if
Mortgagor at such time delivers to Mortgagee a clean Phase I environmental
assessment report satisfactory in all respects to Mortgagee if prior to delivery
thereof there has not occurred any release of Hazardous Materials at the
Mortgaged Property nor has there been any prior violation of environmental laws
at the Mortgaged Property (and if there has been a release of Hazardous
Materials or a violation of Environmental Laws, in such instance in lieu of
delivery of such Phase I environmental assessment Mortgagor shall deliver to
Mortgagee an environmental insurance policy satisfactory in all respects to
Mortgagee in its reasonable discretion).

                      (e)    Nothing contained herein shall constitute or be
construed as a waiver of any statutory or judicial federal, state or local law
which may provide rights or remedies to Mortgagee against Mortgagor or others in
connection with any claim relating to the Mortgaged Property and pertaining to
the presence and/or release, threatened release, storage, disposal, generating
or removal of any Hazardous Materials or to the failure to comply with any
Environmental Laws now or hereafter enacted.

               40.    ASBESTOS. Mortgagor shall not install or permit to be
installed in the Mortgaged Property, friable asbestos or any substance
containing asbestos. With respect to any such material currently present in the
Mortgaged Property, Mortgagor, at Mortgagor's expense, shall promptly comply
with and shall cause all occupants of the Mortgaged Property to comply with all
present and future applicable federal, state or local laws, rules, regulations
or orders relating to asbestos, friable asbestos and asbestos containing
materials. In the event any asbestos, friable asbestos or asbestos containing
material is discovered at the Mortgaged Property, Mortgagor shall obtain a
comprehensive asbestos report prepared by a licensed engineer or asbestos
consultant acceptable to Mortgagee describing the form, extent, location and
condition of such asbestos and recommending methods of removal or abatement.
Mortgagor shall promptly comply at its sole cost and expense with the
recommendations contained in such report, such compliance to be performed in
accordance with all applicable federal, state and local laws, statutes, rules
and regulations. Mortgagor shall indemnify Mortgagee and hold Mortgagee harmless
from and against all loss, cost, damage and expense (including, without
limitation, attorneys' fees and costs incurred in the investigation, defense and
settlement of claims) that Mortgagee may incur as a result of or in connection
with the assertion against Mortgagee (whether as past or present holder of the
Mortgage, as mortgagee in possession, or as past or present owner of the
Mortgaged Property by virtue of a foreclosure or acceptance of a deed in lieu of
foreclosure) of any claim relating to the presence or removal of any asbestos
substance referred to in this PARAGRAPH 40, or compliance with any federal,
state or local laws, rules, regulations or orders relating thereto. The
obligations and liabilities of Mortgagor under this PARAGRAPH 40 shall survive
full payment of the Loan, a foreclosure or the acceptance of a deed in lieu of
foreclosure.

               41.    BANKRUPTCY OR INSOLVENCY. In the event that Mortgagor or
any Guarantor or, if Mortgagor or any Guarantor is a general or limited
partnership, any general partner of any such entity (a) admits in writing its
inability to pay its debts generally as they become due, or

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                                                                Loan No. 6518217

does not pay its debts generally as they become due, (b) commences as debtor any
case or proceeding under any bankruptcy, insolvency, reorganization,
liquidation, dissolution or similar law, or seeks or consents to the appointment
of a receiver, conservator, trustee, custodian, manager, liquidator or similar
official for it or the whole or any substantial part of its property, (c) has a
receiver, conservator, trustee, custodian, manager, liquidator, or similar
official appointed for it or the whole or any substantial part of its property,
by any governmental authority with jurisdiction to do so, (d) makes a proposal
or any assignment for the benefit of its creditors, or enters into an
arrangement or composition or similar plan or scheme with or for the benefit of
creditors generally occurring in circumstances in which such entity is unable to
meet its obligations as they become due or (e) has filed against it any case or
proceeding under any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar law which (i) is consented to or not timely contested by
such entity, (ii) results in the entry of an order for relief, appointment of a
receiver, conservator, trustee, custodian, manager, liquidator or similar
official for such entity or the whole or any substantial part of its property or
(iii) is not dismissed within sixty (60) days, an Event of Default shall have
occurred and as a result, the entire principal balance of the Note and all
obligations under any Guaranty shall become immediately due and payable at the
option of Mortgagee without notice to Mortgagor or any Guarantor and Mortgagee
may exercise any remedies available to it hereunder, under any other Loan
Document, at law or in equity.

               42.    COMPLIANCE WITH ERISA AND STATE STATUTES ON GOVERNMENTAL
PLANS.

                      (a)    Mortgagee represents and warrants to Mortgagor
that, as of the date of this Mortgage and throughout the term of this Mortgage,
the source of funds from which Mortgagee extends this Mortgage is its general
account, which is subject to the claims of its general creditors under state
law.

                      (b)    Mortgagor represents and warrants that, as of the
date of this Mortgage and throughout the term of this Mortgage, (i) Mortgagor is
not an "employee benefit plan" as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), which is subject
to Title I of ERISA and (ii) the assets of such Mortgagor do not constitute
"plan assets" of one or more such plans within the meaning of 29 C.F.R. Section
2510.3-101.

                      (c)    Mortgagor represents and warrants to Mortgagee
that, as of the date of this Mortgage and throughout the term of this Mortgage
(i) Mortgagor is not a "governmental plan" within the meaning of Section 3(32)
of ERISA and (ii) transactions by or with Mortgagor or any Mortgagor are not
subject to state statues regulating investments of and fiduciary obligations
with respect to governmental plans.

                      (d)    Mortgagor covenants and agrees to deliver to
Mortgagee such certifications or other evidence from time to time throughout the
term of this Mortgage, as reasonably requested by Mortgagee in its sole
discretion, that (i) Mortgagor is not an "employee benefit plan" or a
"governmental plan", (ii) Mortgagor is not subject to state statutes regulating
investments and fiduciary obligations with respect to governmental plans, and
(iii) one or more of the following circumstances is true:

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                                                                Loan No. 6518217

                      (A)    Equity interests in Mortgagor are publicly offered
                             securities, within the meaning of 29 C.F.R. Section
                             2510.3-101(b)(2);

                      (B)    Less than 25 percent of all equity interests in
                             such Mortgagor are held by "benefit plan investors"
                             within the meaning of 29 C.F.R. Section
                             2510.3-101(f)(2); or

                      (C)    Mortgagor qualifies as an "operating company" or a
                             "real estate operating company" within the meaning
                             of 29 C.F.R. Section 2510.3.-101(c) or (e).

                      (e)    Any of the following shall constitute an Event of
Default under this Mortgage, entitling Mortgagee to exercise any and all
remedies to which it may be entitled under this Mortgage, and any other Loan
Documents (i) the failure of any representation or warranty made by any
Mortgagor under this PARAGRAPH 42 to be true and correct in all respects, (ii)
the failure of any Mortgagor to provide Mortgagee with the written
certifications and evidence referred to in this PARAGRAPH 42 within five (5)
days after written notice or (iii) the consummation by Mortgagor or any one
Mortgagor of a transaction which would cause this Mortgage or any exercise of
Mortgagee's rights under this Mortgage, or the other Loan Documents to
constitute a non-exempt prohibited transaction under ERISA or a violation of a
state statute regulating governmental plans, or otherwise subjecting Mortgagee
to liability for violation of ERISA or such state statute.

                      (f)    Mortgagor shall indemnify Mortgagee and defend and
hold Mortgagee harmless from and against all civil penalties, excise taxes, or
other loss, cost, damage and expense (including, without limitation, reasonable
attorneys' fees and disbursements and costs incurred in the investigation,
defense and settlement of claims and losses incurred in correcting any
prohibited transaction or in the sale of a prohibited loan, and in obtaining any
individual prohibited transaction exemption under ERISA that may be required, in
Mortgagee's sole discretion) that Mortgagee may incur, directly or indirectly,
as a result of a default under this PARAGRAPH 42. This indemnity shall survive
any termination, satisfaction or foreclosure of this Mortgage.

               43.    ASSIGNMENTS. Mortgagee shall have the right to assign or
transfer its rights under this Mortgage without limitation at no cost to
Mortgagor. Any assignee or transferee shall be entitled to all the benefits
afforded Mortgagee under this Mortgage.

               44.    COOPERATION. Mortgagor acknowledges that Mortgagee and its
successors and assigns may (a) sell this Mortgage, the Note and other Loan
Documents to one or more investors as a whole loan, (b) participate the Loan to
one or more investors, (c) deposit this Mortgage, the Note and other Loan
Documents with a trust, which trust may sell certificates to investors
evidencing an ownership interest in the trust assets or (d) otherwise sell the
Loan or interest therein to investors (the transactions referred to in clauses
(a) through (d) are hereinafter referred to as "SECONDARY MARKET TRANSACTIONS").
Mortgagor shall cooperate in good faith with Mortgagee (aa) in effecting any
such Secondary Market Transaction and (bb) to implement all requirements imposed
by the Rating Agency involved in any Secondary Market Transaction including,
without limitation, all structural or other changes to the Loan, modifications
to any

                                     - 43 -


                                                                Loan No. 6518217

documents evidencing or securing the Loan, delivery of opinions of counsel
acceptable to the Rating Agency and addressing such matters as the Rating Agency
may require; PROVIDED, HOWEVER, that Mortgagor shall not be required to modify
any documents evidencing or securing the Loan which would modify (i) the
interest rate payable under the Note, (ii) the stated maturity of the Note,
(iii) the amortization of principal of the Note or (iv) any other material
economic term of the Loan. Mortgagor shall provide such information and
documents relating to Mortgagor, Guarantor, if any, the Mortgaged Property, the
Leases and the tenants thereunder as Mortgagee may reasonably request in
connection with a Secondary Market Transaction. Mortgagee shall have the right
to provide to prospective investors any information in its possession,
including, without limitation, financial statements relating to Mortgagor, the
Guarantor, if any, the Mortgaged Property and the tenants under the Leases.
Mortgagor acknowledges that certain information regarding the Loan and the
parties thereto and the Mortgaged Property may be included in a private
placement memorandum, prospectus or other disclosure documents.

               45.    INDEMNIFICATION FOR NON-RECOURSE CARVEOUT OBLIGATIONS.
Mortgagor hereby covenants and agrees unconditionally and absolutely to
indemnify and save harmless Mortgagee, its officers, directors, shareholders,
employees, agents and attorneys against all damages, losses, liabilities,
obligation, claims, litigation, demands or defenses, judgments, suits,
proceedings, fines, penalties, costs, disbursements and expenses of any kind or
nature whatsoever (including without limitation attorneys' fees reasonably
incurred), which may at any time be imposed upon, incurred by or asserted or
awarded against Mortgagee and arising from the Non-Recourse Carveout Obligations
except to the extent arising from the gross negligence or willful misconduct of
Mortgagee.

               This indemnity shall survive any foreclosure of this Mortgage,
the taking of a deed in lieu thereof, or any other discharge of the obligations
of the Mortgagor hereunder or a transfer of the Mortgaged Property, even if the
indebtedness secured hereby is satisfied in full. Mortgagor agrees that the
indemnification granted herein may be enforced by Mortgagee without resorting to
or exhausting any other security or collateral or without first having recourse
to the Note or the Mortgaged Property covered by this Mortgage through
foreclosure proceedings or otherwise; provided, however, that, subject to
PARAGRAPH 46 of this Mortgage, nothing herein contained shall prevent Mortgagee
from suing on the Note or foreclosing this Mortgage or from exercising any other
rights under the Loan Documents.

               46.    EXCULPATION. Notwithstanding anything to the contrary
contained herein, but subject to PARAGRAPH 45 hereof, any claim based on or in
respect of any liability of Mortgagor under the Note or under this Mortgage or
any other Loan Document shall be enforced only against the Mortgaged Property
and any other collateral now or hereafter given to secure the Loan and not
against any other assets, properties or funds of Mortgagor; PROVIDED, HOWEVER,
that the liability of Mortgagor for loss, costs or damage arising out of the
matters described below (collectively, "Non-Recourse Carveout Obligations")
shall not be limited solely to the Mortgaged Property and other collateral now
or hereafter given to secure the Loan but shall include all of the assets,
properties and funds of Mortgagor: (i) fraud, misrepresentation and waste, (ii)
any rents, issues or profits collected more than one (1) month in advance of
their due dates to the extent such sums remain collected more than one month in
advance of their due dates following an Event of Default, (iii) any
misapplication of rents, issues or profits, security deposits and any

                                     - 44 -


                                                                Loan No. 6518217

other payments from tenants or occupants (including, without limitation, lease
termination fees) insurance proceeds, condemnation awards, or other sums of a
similar nature to the extent such misapplication continues following an Event of
Default, (iv) liability under environmental covenants, conditions and
indemnities contained in this Mortgage and in any separate environmental
indemnity agreements, (v) personalty or fixtures removed or allowed to be
removed by or on behalf of Mortgagor and not replaced by items of equal or
greater value or functionality than the personalty or fixtures so removed, (vi)
failure to pay taxes, assessments or ground rents prior to delinquency, or to
pay charges for labor, materials or other charges which can create liens on any
portion of the Mortgaged Property and any sums expended by Mortgagee in the
performance of or compliance with the obligations of Mortgagor under the Loan
Documents, including, without limitation, sums expended to pay taxes or
assessments or hazard insurance premiums or bills for utilities or other
services or products for the benefit of the Mortgaged Property, (vii) the
unauthorized sale, conveyance or transfer of title to the Mortgaged Property or
encumbrance of the Mortgaged Property, (viii) the failure of Mortgagor to
maintain its status as a single purpose, bankruptcy-remote entity pursuant to
its organizational documents and the Loan Documents, and (ix) reasonable
attorney's fees, court costs and other expenses incurred by Mortgagee in
connection with enforcement of Mortgagor's personal liability as set forth
herein. Nothing herein shall be deemed (w) to be a waiver of any right which
Mortgagee may have under any bankruptcy law of the United States or the state
where the Mortgaged Property is located including, but not limited to, Section
506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code, to
file a claim for the full amount of the indebtedness secured by this Mortgage or
to require that all of the collateral securing the indebtedness secured hereby
shall continue to secure all of the indebtedness owing to Mortgagee under the
Note, this Mortgage and the other Loan Documents; (x) to impair the validity of
the indebtedness secured by this Mortgage; (y) to impair the right of Mortgagee
as Mortgagee or secured party to commence an action to foreclose any lien or
security interest; or (z) to modify, diminish or discharge the liability of any
Guarantor under any Guaranty.

               47.    NOTICES. Any notice, demand, statement, request or consent
made hereunder shall be effective and valid only if in writing, referring to
this Mortgage, signed by the party giving such notice, and delivered either
personally to such other party, or sent by nationally recognized overnight
courier delivery service or by certified mail of the United States Postal
Service, postage prepaid, return receipt requested, addressed to the other party
as follows (or to such other address or person as either party or person
entitled to notice may by notice to the other party specify):

               TO MORTGAGEE:

               John Hancock Life Insurance Company
               Real Estate Investment Group
               John Hancock Tower, T-56
               200 Clarendon Street
               Boston, Massachusetts 02116
               Re: Loan No. 6518217

                                     - 45 -


                                                                Loan No. 6518217

               with a copy concurrently to:

               John Hancock Life Insurance Company
               John Hancock Tower, T-30
               200 Clarendon Street
               Boston, MA 02116
               Attention: Nathaniel I. Margolis, Esq.

               TO MORTGAGOR:

               Inland Southeast New Britain, L.L.C.
               2901 Butterfield Road
               Oak Brook, Illinois 60523
               Attention: Roberta Matlin, Vice President

               with a copy concurrently to:

               The Inland Real Estate Group, Inc.
               2901 Butterfield Road
               Oak Brook, Illinois 60523
               Attention: Robert H. Baum, Esq., General Counsel

               Unless otherwise specified, notices shall be deemed given as
follows: (i) if delivered personally, when delivered, (ii) if delivered by
nationally recognized overnight courier delivery service, on the day following
the day such material is sent, or (iii) if delivered by certified mail, on the
third day after the same is deposited with the United States Postal Service as
provided above.

               48.    NON-WAIVER. The failure of Mortgagee to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term of
this Mortgage. Mortgagor shall not be relieved of Mortgagor's obligations
hereunder by reason of (a) failure of Mortgagee to comply with any request of
Mortgagor or any Guarantor to take any action to foreclose this Mortgage or
otherwise enforce any of the provisions hereof or of the Note, any Guaranty or
the other Loan Documents, (b) the release, regardless of consideration, of the
whole or any part of the Mortgaged Property, or of any person liable for the
Indebtedness or portion thereof or (c) any agreement or stipulation by Mortgagee
extending the time of payment or otherwise modifying or supplementing the terms
of the Note, any Guaranty, this Mortgage or the other Loan Documents. Mortgagee
may resort for the payment of the Indebtedness to any other security held by
Mortgagee in such order and manner as Mortgagee, in its discretion, may elect.
Mortgagee may take action to recover the Indebtedness, or any portion thereof,
or to enforce any covenant hereof without prejudice to the right of Mortgagee
thereafter to foreclose this Mortgage. The rights of Mortgagee under this
Mortgage shall be separate, distinct and cumulative and none shall be given
effect to the exclusion of the others. No act of Mortgagee shall be construed as
an election to proceed under any one provision herein to the exclusion of any
other provision. Mortgagee shall not be limited exclusively to the rights and
remedies herein stated but shall be entitled to every right and remedy now or
hereafter afforded by law.

                                     - 46 -


                                                                Loan No. 6518217

               49.    JOINT AND SEVERAL LIABILITY. If there is more than one
party comprising Mortgagor, then the obligations and liabilities of each party
under this Mortgage shall be joint and several.

               50.    SEVERABILITY. If any term, covenant or condition of the
Note, any Guaranty or this Mortgage is held to be invalid, illegal or
unenforceable in any respect, the Note, any Guaranty and this Mortgage shall be
construed without such provision.

               51.    DUPLICATE ORIGINALS. This Mortgage may be executed in any
number of duplicate originals and each such duplicate original shall be deemed
to constitute but one and the same instrument.

               52.    INDEMNITY AND MORTGAGEE'S COSTS. Mortgagor agrees to pay
all costs, including, without limitation, reasonable attorneys' fees and
expenses, incurred by Mortgagee in enforcing the terms hereof and/or the terms
of any of the other Loan Documents or the Note or any Guaranty, whether or not
suit is filed and waives to the full extent permitted by law all right to plead
any statute of limitations as a defense to any action hereunder. Mortgagor
agrees to indemnify and hold Mortgagee harmless from any and all liability,
loss, damage or expense (including, without limitation, attorneys' fees and
disbursements) that Mortgagee incurs hereunder or in connection with the
enforcement of any of its rights or remedies hereunder, any action taken by
Mortgagee hereunder, or by reason or in defense of any and all claims and
demands whatsoever that are asserted against Mortgagee arising out of the
Mortgaged Property; and should Mortgagee incur any such liability, loss, damage
or expense, the amount thereof with interest thereon at the Default Rate shall
be payable by Mortgagor immediately without demand, shall be secured by this
Mortgage, and shall be a part of the Indebtedness.

               53.    CERTAIN DEFINITIONS. Unless the context clearly indicates
a contrary intent or unless otherwise specifically provided herein, words used
in this Mortgage shall be used interchangeably in singular or plural form. The
word "MORTGAGOR" shall mean Mortgagor and/or any subsequent owner or owners of
the Mortgaged Property or any part thereof or interest therein. The word
"MORTGAGEE" shall mean Mortgagee or any subsequent holder of the Note. The word
"GUARANTY" shall mean any Guaranty of Payment, Guaranty of Completion, Guaranty
of Collection, Environmental Indemnity or any other Guaranty or Indemnity given
at any time to or for the benefit of Mortgagee in connection with the Loan. The
word "GUARANTOR" shall mean any person giving or making any Guaranty. The word
"NOTE" shall mean the Note or any other evidence of indebtedness secured by this
Mortgage. The words "LOAN DOCUMENTS" shall mean the Note, this Mortgage, the
loan agreement, if any, between Mortgagor and Mortgagee, the security agreement,
if any, between Mortgagor and Mortgagee, the assignment of leases and rents, if
any, made by Mortgagor to Mortgagee, any reserve agreements between Mortgagor
and Mortgagee, any escrow agreements between Mortgagor and Mortgagee, the
assignment of contracts, if any, made by Mortgagor to Mortgagee, all Guaranties,
if any, made to Mortgagee, any other Mortgage or deed of trust securing the Note
and any other agreement, instrument, affidavit or document executed by
Mortgagor, any Guarantor or any indemnitor and delivered to Mortgagee in
connection with the Loan. The word "PERSON" shall include an individual,
corporation, partnership, trust, unincorporated association, government,
governmental authority or other entity. The words "MORTGAGED PROPERTY" shall
include any portion of the Mortgaged Property or interest therein. Whenever the
context may require, any pronouns used herein shall

                                     - 47 -


                                                                Loan No. 6518217

include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice versa.

               54.    NO ORAL CHANGE. This Mortgage, and any provisions hereof,
may not be modified, amended, waived, extended, changed, discharged or
terminated orally or by any act or failure to act on the part of Mortgagor or
any one Mortgagor or Mortgagee, but only by an agreement in writing signed by
the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.

               55.    NO FOREIGN PERSON. Mortgagor is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986,
as amended and the related Treasury Department Regulations, including temporary
regulations.

               56.    SEPARATE TAX LOT. The Mortgaged Property is assessed for
real estate tax purposes as one or more wholly independent tax lot or lots,
separate from any adjoining land or improvements not constituting a part of such
lot or lots, and no other land or improvements is assessed and taxed together
with the Mortgaged Property or any portion thereof.

               57.    RIGHT TO RELEASE ANY PORTION OF THE MORTGAGED PROPERTY.
Mortgagee may release any portion of the Mortgaged Property for such
consideration as Mortgagee may require without, as to the remainder of the
Mortgaged Property, in any way impairing or affecting the lien or priority of
this Mortgage, or improving the position of any subordinate lienholder with
respect thereto, except to the extent that the obligations hereunder shall have
been reduced by the actual monetary consideration, if any, received by Mortgagee
for such release, and may accept by assignment, pledge or otherwise any other
property in place thereof as Mortgagee may require without being accountable for
so doing to any other lienholder. This Mortgage shall continue as a lien and
security interest in the remaining portion of the Mortgaged Property.

               58.    SUBROGATION. The Mortgagee shall be subrogated for further
security to the lien, although released of record, of any and all encumbrances
paid out of the proceeds of the Loan secured by this Mortgage.

               59.    ADMINISTRATIVE FEES. Mortgagee may charge reasonable
administrative fees and be reimbursed for all costs and expenses, including
reasonable attorneys' fees and disbursements, associated with reviewing and
processing post-closing requests of Mortgagor.

               60.    DISCLOSURE. Mortgagor represents and warrants that (a) it
has fully disclosed to Mortgagee all facts material to the Mortgaged Property
and the operation and tenants thereof, the Mortgagor, the Mortgagor's business
operations, any guarantor of Non-Recourse Carveout Obligations, any indemnitor
of environmental liabilities, and any other Guarantor and any principal of any
of them and the background, creditworthiness, financial condition and business
operations of each, (b) to Mortgagor's best knowledge, all material information
submitted in connection with this Loan is true, correct and complete, (c) to
Mortgagor's best knowledge, the financial and operating statements and other
accounting information submitted in connection with the Loan are true, correct,
complete, and fairly present the financial condition of the Mortgagor,
Guarantors and Indemnitors and their respective principals and have been
prepared

                                     - 48 -


                                                                Loan No. 6518217

consistent with proper accounting standards, and (d) there is no litigation,
action, claim, or other proceeding, pending or threatened which might, in any
way, materially and/or adversely affect the Applicant, Mortgagor, any Guarantor,
any Indemnitor or the principals of any of them, or the Mortgaged Property,
Mortgagee's lien thereon, or the financial condition of the Mortgaged Property
or any of the aforementioned persons; and a misrepresentation or breach of any
representation, warranty or covenant shall be an Event of Default under the Loan
Documents.

               61.    HEADINGS, ETC.. The headings and captions of various
paragraphs of this Mortgage are for convenience of reference only and are not to
be construed as defining or limiting, in any way, the scope or intent of the
provisions hereof.

               62.    ADDRESS OF REAL PROPERTY. The street address of the Real
Property is as follows: 1309 Corbin Street, New Britain, Connecticut.

               63.    INTENTIONALLY DELETED.

               64.    PUBLICITY. Mortgagor agrees that Mortgagee, at its
expense, may publicize the financing of the Mortgaged Property in trade and
similar publications.

               65.    RELATIONSHIP. The relationship of Mortgagee to Mortgagor
under this Mortgage is strictly and solely that of lender and borrower and
nothing contained in this Mortgage or any other Loan Document is intended to
create, or shall in any event or under any circumstance be construed to create,
a partnership, joint venture, tenancy-in-common, joint tenancy or other
relationship of any nature whatsoever between Mortgagee and Mortgagor other than
that of lender and borrower.

               66.    HOMESTEAD. Mortgagor hereby waives and renounces all
homestead and exemption rights provided by the constitution and the laws of the
United States and of any state, in and to the Land as against the collection of
the Indebtedness, or any part hereof.

               67.    NO THIRD PARTY BENEFICIARIES. Nothing contained herein is
intended or shall be deemed to create or confer any rights upon any third person
not a party hereto, whether as a third-party beneficiary or otherwise, except as
expressly provided herein.

               68.    COMPLIANCE WITH REGULATION U. Mortgagor represents,
warrants and covenants that no part of the proceeds of the Loan will be used for
the purpose (whether immediate, incidental or ultimate) of buying or carrying
any margin stock within the meaning of Regulation U (12 CFR part 221) of the
Board of Governors of the Federal Reserve System of the United States or for the
purpose of reducing or retiring any indebtedness which was originally incurred
for any such purpose, or for any other purpose which might constitute this Loan
a "purpose credit" within the meaning of such Regulation U.

               69.    ENTIRE AGREEMENT. This Mortgage, the Note and the other
Loan Documents constitute the entire agreement among Mortgagor and Mortgagee
with respect to the subject matter hereof and all understandings, oral
representations and agreements heretofore or simultaneously had among the
parties are merged in, and are contained in, such documents and instruments.

                                     - 49 -


                                                                Loan No. 6518217

               70.    SERVICER. Mortgagee may from time to time appoint a
servicer (the "SERVICER") to administer the Loan, which Servicer shall have the
power and authority to exercise all of the rights and remedies of Mortgagee and
to act as agent of Mortgagee hereunder.

               71.    GOVERNING LAW; CONSENT TO JURISDICTION. THIS MORTGAGE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE IN
WHICH THE MORTGAGED PROPERTY IS LOCATED WITHOUT REGARD TO CONFLICT OF LAW
PROVISIONS THEREOF. EACH MORTGAGOR, ENDORSER AND GUARANTOR HEREBY SUBMITS TO
PERSONAL JURISDICTION IN SAID STATE AND THE FEDERAL COURTS OF THE UNITED STATES
OF AMERICA LOCATED IN SAID STATE (AND ANY APPELLATE COURTS TAKING APPEALS
THEREFROM) FOR THE ENFORCEMENT OF SUCH MORTGAGOR'S, ENDORSER'S OR GUARANTOR'S
OBLIGATIONS HEREUNDER, UNDER THE NOTE, THE GUARANTY AND THE OTHER LOAN
DOCUMENTS, AND WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAW OF ANY OTHER
STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR THE PURPOSES OF SUCH
ACTION, SUIT, PROCEEDING OR LITIGATION TO ENFORCE SUCH OBLIGATIONS OF SUCH
MORTGAGOR, ENDORSER OR GUARANTOR. EACH MORTGAGOR, ENDORSER AND GUARANTOR HEREBY
WAIVES AND AGREES NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS MORTGAGE, THE NOTE, ANY GUARANTY OR ANY OTHER
LOAN DOCUMENT, (A) THAT IT IS NOT SUBJECT TO SUCH JURISDICTION OR THAT SUCH
ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN THOSE
COURTS OR THAT THIS MORTGAGE, THE NOTE, THE GUARANTY AND/OR ANY OF THE OTHER
LOAN DOCUMENTS MAY NOT BE ENFORCED IN OR BY THOSE COURTS OR THAT IT IS EXEMPT OR
IMMUNE FROM EXECUTION, (B) THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM OR (C) THAT THE VENUE OF THE ACTION, SUIT OR PROCEEDING IS
IMPROPER. IN THE EVENT ANY SUCH ACTION, SUIT, PROCEEDING OR LITIGATION IS
COMMENCED, MORTGAGOR, ENDORSER AND GUARANTOR AGREE THAT SERVICE OF PROCESS MAY
BE MADE, AND PERSONAL JURISDICTION OVER SUCH MORTGAGOR, ENDORSER OR GUARANTOR
OBTAINED, BY SERVICE OF A COPY OF THE SUMMONS, COMPLAINT AND OTHER PLEADINGS
REQUIRED TO COMMENCE SUCH LITIGATION UPON SUCH MORTGAGOR, ENDORSER OR GUARANTOR
AT 2901 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60523.

               72.    SPECIAL STATE PROVISIONS.

               (a)    In the event of any inconsistencies between the other
paragraphs of this Mortgage and this Paragraph 72, the terms and conditions of
this Paragraph 72 shall control and be binding.

               (b)    The term "Environmental Law" shall be deemed to include,
without limitation, the following statutes: any laws of the State of Connecticut
or ordinances of the City of Shelton pertaining to protection of the environment
or to any Polluting Substance, including, but not limited to Connecticut General
Statutes Title 22a.

                                     - 50 -


                                                                Loan No. 6518217

               (c)    Mortgagor shall not cause or permit the Mortgaged Property
to be or become an "establishment" under Connecticut General Statutes Section
22a-134 et seq.

               (d)    MORTGAGOR ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT THE
LOAN EVIDENCED BY THE NOTE IS FOR COMMERCIAL PURPOSES. MORTGAGOR FURTHER
ACKNOWLEDGES, REPRESENTS AND WARRANTS THAT IT IS ENGAGED EXCLUSIVELY IN
COMMERCIAL PURSUITS AND THAT THE PROCEEDS OF THE NOTE ARE TO BE UTILIZED IN THE
BUSINESS ACTIVITIES OF MORTGAGOR AND WILL NOT BE UTILIZED FOR CONSUMER PURPOSES.

               (e)    IN CONNECTION WITH ANY ACTION OR PROCEEDING RELATING TO
THE NOTE, THIS MORTGAGE, OR THE OTHER DOCUMENTS OR TRANSACTIONS EVIDENCED HEREBY
OR THEREBY, (i) MORTGAGOR WAIVES ANY RIGHT TO NOTICE AND HEARING UNDER CHAPTER
903(a) OF THE CONNECTICUT GENERAL STATUTES, AS NOW OR HEREAFTER AMENDED, OR ANY
SUCCESSOR ACT THERETO, AND AUTHORIZES THE ATTORNEY OF MORTGAGEE TO ISSUE A WRIT
FOR THE PREJUDGMENT REMEDY WITHOUT COURT ORDER, AND (ii) MORTGAGOR WAIVES TRIAL
BY JURY IN ANY SUCH ACTION OR PROCEEDING AND AGREES THAT NO SUCH ACTION WITH
RESPECT TO WHICH A JURY TRIAL HAS BEEN WAIVED SHALL BE SOUGHT TO BE CONSOLIDATED
WITH ANY OTHER ACTION WITH RESPECT TO WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN
WAIVED.

               (f)    In addition to any remedies set forth in Section 21 above,
Mortgagee shall have all rights at law or in equity under applicable law to
foreclose the Mortgage, including, without limitation, by strict foreclosure.
Further, Mortgagee shall have the power to sell the Mortgaged Property at public
or private sale as may hereafter be allowed under any applicable law. In the
event that any such law enacted after the date hereof requires that a mortgage
contain specific language in order for the holder thereof to have such power of
sale, this Mortgage shall be deemed modified to include such language.

               (g)    The condition of this Mortgage Deed is such that whereas
Mortgagor is indebted to Mortgagee in the sum of $18,150,000.00, as evidenced by
the Note of even date herewith in the face amount of said sum executed by
Mortgagor and delivered to Mortgagee, a copy of which Note is attached hereto as
EXHIBIT B and made a part hereof, and this Mortgage is made to secure the
payment of the principal and interest due under the Note and performance and
discharge of Mortgagor's obligations, covenants, and agreements under the Note
and the Loan Documents;

               Now, Therefore, if said Note shall be well and truly paid
according to its tenor and if all the terms, covenants, conditions and
agreements of Mortgagor herein contained shall be fully and faithfully
performed, observed and complied with, then this Mortgage shall be void, but
otherwise shall remain in full force and effect.

                                     - 51 -


                                                                Loan No. 6518217

          IN WITNESS WHEREOF, Mortgagor has duly executed and delivered this
Mortgage as of the day and year first above written.


WITNESSED BY:                 MORTGAGOR:

  /s/ JoAnne Schoeller        INLAND SOUTHEAST NEW BRITAIN, L.L.C.,
- ------------------------      a Delaware limited liability company
Name:  JoAnne Schoeller
      ------------------

                              By: Inland Western Retail Real Estate Trust, Inc.,
                                  a Maryland corporation, its sole member

                                  By:    /s/ Valerie Medina
                                      ------------------------------------------
                                  Its:     Asst. Secretary
                                      ------------------------------------------


    [SIGNATURE PAGE TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
                                   AGREEMENT]

                                     - 52 -


                                                                Loan No. 6518217

STATE OF___________________     )
                                ) SS.  _______________      January __, 2004
COUNTY OF___________________    )

     Personally appeared _____________________________, ______________________
of Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, the
Sole Member of Inland Southeast New Britain, L.L.C., a Delaware limited
liability company, signer and sealer of the foregoing instrument, and
acknowledged the same to be his/her free act and deed as such ______________ and
the free act and deed of said ______________ and _____________________________,
before me.


                                      -------------------------------------
                                      Name:
                                      Commissioner of the Superior Court
                                      Notary Public
                                      My commission expires:
                                                            ---------------

                                     [SEAL]


 [ACKNOWLEDGEMENT PAGE TO MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY
                                   AGREEMENT]

                                     - 53 -


                                                                Loan No. 6518217

                                    EXHIBIT A

                               DESCRIPTION OF LAND

FIRST PIECE (665 West Main Street):

A certain piece or parcel of land, together with all buildings and improvements
thereon, located on Corbin Avenue and West Main Street, in the City of New
Britain, County of Hartford and State of Connecticut, and shown as "MONTOWESE
INDUSTRIAL PARK, INC. AREA = 576,895.08 S.F. OR AREA = 13.244 AC" on a survey
entitled "Property Boundary & Easement Plan Prepared for Montowese Industrial
Park, Inc. Laura-Howard Realty Co., Inc. Corbin Ave. & West Main St. New
Britain, CT Scale 1" = 50' December 27, 1999 Sheet: Plan 3 KJA Map #47-26",
revised to December 11, 2002, made by Kratzert, Jones & Assoc. Inc., Civil
Engineers-Land Surveyors-Site Planners-Building Engineers, 1755
Meriden-Waterbury Turnpike, Milldale, CT, which survey is filed in the Office of
the Town Clerk of the said Town of New Britain in Map Volume 26 at Page 68. Said
premises are more particularly bounded and described as follows:

Starting at the point of commencement, said point near the northeast corner of
the parcel herein described, and along the western boundary of land now or
formerly of The Stanley Works, and 213.71 feet north of land now or formerly of
Acme Steel; thence S 10 DEG. 59' 20" W, 213.71 feet to a point; thence N 79 DEG.
02' 47" W, 61.50 feet to a point; thence S 10 DEG. 48' 39" W, 288.17 feet to a
point; thence S 78 DEG. 46' 35" E, 71.50 feet to a point; thence S 09 DEG. 11'
13" W, 439.95 feet to a point; thence N 73 DEG. 51' 20" W, 142.13 feet to a
point; thence S 08 DEG. 28' 13" W, 230.00 feet to a point; thence N 73 DEG. 42'
17" W, 109.20 feet to a point; thence N 11 DEG. 01' 15" E, 238.20 feet to a
point; thence N 79 DEG. 11' 21" W, 94.01 feet to a point; thence N 10 DEG. 48'
38" E, 216.63 feet to a point; thence N 80 DEG. 50' 46" W, 382.34 feet to a
point; thence N 08 DEG. 30' 21" E, 193.71 feet to a point; thence along a curve
to the right having the following dimensions: a delta of 24 DEG. 45' 16", a
radius length of 470.00 feet and an arc length of 203.06 feet; thence N 33 DEG.
15' 34" E, 334.04 feet to a point; thence S 84 DEG. 48' 06" E, 186.63 feet to a
point; thence N 05 DEG. 11' 54" E, 50.08 feet to a point; thence N 33 DEG. 28'
27" E, 56.72 feet to a point; thence S 84 DEG. 37' 52" E, 262.33 feet to a
point; thence S 05 DEG. 11' 54" W, 148.79 feet to a point; thence S 85 DEG. 17'
26" E, 61.30 feet to a point, said point at the point and place of commencement.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in Volume 1342 at Page 645 of the New
Britain Land Records.

Together with rights as set forth in a Declaration of Easements, Covenants and
Agreements by and between Acme Packaging Corporation and N.B. Realty Corp., Inc.
dated February 5, 1999 and recorded in Volume 1297 at Page 44 of the New Britain
Land Records.

SECOND PIECE (687 West Main Street):

                                   Exhibit A-l


                                                                Loan No. 6518217

A certain piece or parcel of land, together with all buildings and improvements
thereon, located on Corbin Avenue and West Main Street, in the City of New
Britain, County of Hartford and State of Connecticut, and shown as "LAURA-HOWARD
REALTY CO., INC. AREA = 179,954.82 S.F. OR AREA = 4.131 AC." on a survey
entitled "Property Boundary & Easement Plan Prepared for Montowese Industrial
Park, Inc., Laura-Howard Realty Co., Inc. Corbin Ave. & West Main St. New
Britain, CT Scale 1" = 50' December 27, 1999 Sheet: Plan 3", revised to December
11, 2002, made by Kratzert, Jones & Assoc. Inc., Civil Engineers-Land
Surveyors-Site Planners-Building Engineers, 1755 Meriden-Waterbury Turnpike,
Milldale, CT, which survey is filed as Map No. 15639 in the Office of the Town
Clerk of the said Town of New Britain. Said premises are more particularly
bounded and described as follows:

Starting at the point of commencement, said point being the southwest corner of
the parcel herein described along the northerly street line of West Main Street;
thence N 08 DEG. 30' 21" E, a distance of 400.00 feet to a point; thence S 80
DEG. 50' 46" E, a distance of 382.34 feet to a point; thence S 10 DEG. 48' 39"
W, a distance of 216.63 feet to a point; thence S 79 DEG. 11' 21" E, a distance
of 94.01 feet to a point; thence S 11 DEG. 01' 15" W, a distance of 238.20 feet
to a point; thence N 73 DEG. 42' 17" W, a distance of 161.35 feet to a point;
thence N 73 DEG. 42' 17" W, a distance of 300 feet to the point or place of
beginning.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in Volume 1342 at Page 645 of the New
Britain Land Records.

                                   Exhibit A-2


                                                                Loan No. 6518217

                                    EXHIBIT B

                                  MORTGAGE NOTE


                                   Exhibit B-1

EX-10.35

                                                                   Exhibit 10.35

                                                                Loan No. 6518217

                               GUARANTY AGREEMENT

     THIS GUARANTY AGREEMENT ("GUARANTY"), is entered into effective as of
January 1, 2004, by INLAND SOUTHEAST NEW BRITAIN, L.L.C., a Delaware limited
liability company, having a mailing address at 2901 Butterfield Road, Oak Brook,
Illinois 60523 ("GUARANTOR"), in favor of JOHN HANCOCK LIFE INSURANCE COMPANY, a
Massachusetts corporation ("LENDER"), and the subsequent owners and holders of
the herein below defined Note.

                                    RECITALS:

     A.   Inland Southeast New Britain, L.L.C., a Delaware limited liability
company ("BORROWER") has requested a loan (the "LOAN") from Lender in the amount
of $18,150,000.00 to be evidenced by the Mortgage Note of even date herewith
executed by Borrower, payable to Lender in the original principal sum of
$18,150,000.00 (the "NOTE"), and secured by, INTER ALIA, the Mortgage,
Assignment of Leases and Rents and Security Agreement of even date herewith
executed by Borrower in favor of Lender covering certain property in the City of
New Britain, County of Hartford, State of Connecticut (the "MORTGAGE");

     B.   Section 19 of the Note sets forth certain amounts, obligations and
other liabilities for which Borrower is fully liable to Lender (the
"NON-RECOURSE CARVEOUT OBLIGATIONS"), notwithstanding limitations on Borrower's
liability pursuant to said Section 19 of the Note; and

     C.   As a condition to making the Loan, Lender has required that Borrower
as Guarantor expressly and explicitly and separately guarantee the payment of
the Non-Recourse Carveout Obligations and performance of the obligations set
forth in Section 1 below (the "GUARANTEED OBLIGATIONS").

                                   AGREEMENT:

     NOW, THEREFORE, as a material inducement to Lender to agree to make the
Loan to Borrower, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Guarantor hereby does irrevocably
and unconditionally warrant and represent unto and covenant with Lender as
follows:

     1.   GUARANTY. Guarantor hereby (a) guarantees unto Lender the full and
timely payment of the amounts due, or to become due, to Lender under the
Non-Recourse Carveout Obligations and (b) agrees with Lender to pay to Lender
(i) the amounts due under the Non-Recourse Carveout Obligations within five (5)
days from the date Lender notifies Guarantor of Borrower's failure to pay the
same, if and when the same becomes due, and at the place specified in the Note
for payment and (ii) Lender's reasonable attorneys' fees and all court costs
incurred by Lender in enforcing or protecting any of Lender's rights, remedies
or recourses hereunder.



                                                                Loan No. 6518217

Guarantor is not hereby guaranteeing payment of any portion of the indebtedness
or performance of any portion of the obligations under the documents evidencing,
securing, guaranteeing or executed in connection with the Loan (the "LOAN
DOCUMENTS"), other than the Non-Recourse Carveout Obligations.

     2.   GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor hereby warrants
and represents unto Lender as follows:

          (a)  that this Guaranty constitutes the legal, valid and binding
obligation of Guarantor and is fully enforceable against Guarantor in accordance
with its terms;

          (b)  Guarantor is solvent and the execution of this Guaranty does not
render Guarantor insolvent. Any and all financial statements, balance sheets,
net worth statements and other financial data which have heretofore been
furnished to Lender with respect to Guarantor fairly and accurately present the
financial condition of Guarantor as of the date they were furnished to Lender
and, since that date, there has been no material adverse change in the financial
condition of Guarantor;

          (c)  that there are no legal proceedings or material claims or demands
pending against or, to the best of Guarantor's knowledge threatened against,
Guarantor or any of its assets;

          (d)  that the execution and delivery of this Guaranty and the
assumption of liability hereunder have been in all respects authorized and
approved by Guarantor; Guarantor has full authority and power to execute this
Guaranty and to perform its obligations hereunder; and

          (e)  that neither the execution nor the delivery of this Guaranty nor
the fulfillment and compliance with the provisions hereof will conflict with,
result in a breach of, constitute a default under or result in the creation of
any lien, charge, or encumbrance upon any property or assets of Guarantor under
any agreement or instrument to which Guarantor is now a party or by which it may
be bound.

     3.   WAIVER. Guarantor hereby waives (a) for itself as Guarantor but not
for itself in its capacity as Borrower all notices of acceptance hereof,
protest, demand and dishonor, presentment, notice of nonpayment, notice of
intention to accelerate maturity, notice of acceleration of maturity and all
notices and demands of any kind now or hereafter provided for by any statute or
rule of law other than the five (5) day notice referred to in Paragraph 1 above,
(b) any and all requirements that Lender institute any action or proceeding, or
exhaust or attempt to enforce any or all of Lender's right, remedies or
recourses against Borrower or anyone else or in respect of any mortgaged
property or collateral covered by any Loan Documents, or join Borrower or any
other persons liable on the Non-Recourse Carveout Obligations in any action to
enforce this Guaranty as a condition precedent to bringing an action against
Guarantor upon this Guaranty, it being expressly agreed that the liability of
Guarantor hereunder shall be primary and not secondary, (c) any defense arising
by reason of any disability, insolvency, lack of authority

                                      - 2 -


                                                                Loan No. 6518217

or power, death, insanity, minority, dissolution or any other defense of
Borrower, or any other surety, co-maker, endorser or guarantor of the
Non-Recourse Carveout Obligations (even though rendering same void,
unenforceable or otherwise uncollectible), it being agreed that Guarantor shall
remain liable hereon regardless of whether Borrower or any other such person be
found not liable thereon for any reason, (d) all suretyship defenses of every
kind and nature and (e) any claim Guarantor might otherwise have against Lender
by virtue of Lender's invocation of any right, remedy or recourse permitted it
hereunder or under the Loan Documents. This is a guaranty of payment and not a
guaranty of collection.

     4.   SUBSEQUENT ACTS. Guarantor hereby agrees with Lender that (a) the
payments called for and provisions contained in the Loan Documents, including
specifically (but without limitation) the Note, may be renewed, extended,
rearranged, modified, released or canceled, (b) all or any part of any mortgaged
property and collateral for the indebtedness may be released from, and any new
or additional security may be added to, the lien and security interest of the
Loan Documents, (c) any additional parties who may become personally liable for
repayment of the Note may hereafter be released from their liability hereunder
and thereon and (d) Lender may take, or delay in taking or refuse to take, any
and all action with reference to the Note and the other Loan Documents
(regardless of whether same might vary the risk or alter the rights, remedies or
recourses of Guarantor), including specifically (but without limitation) the
settlement or compromise of any amount allegedly due thereunder, all without
notice or consideration to or the consent of Guarantor, and no such acts shall
in any way release, diminish or affect the absolute nature of Guarantor's
obligations and liabilities hereunder. It is the intent of Guarantor and Lender
that such obligations and liabilities hereunder are primary, absolute and
unconditional under any and all circumstances and that, until the Non-Recourse
Carveout Obligations are fully and finally satisfied, such obligations and
liabilities shall not be discharged or released, in whole or in part, by any act
or occurrence which, but for this Paragraph 4, might be deemed a legal or
equitable discharge or release of Guarantor.

     5.   REMEDIES CUMULATIVE. Guarantor hereby agrees with Lender that all
rights, remedies and recourses afforded to Lender by reason of this Guaranty or
otherwise are (a) separate and cumulative and may be pursued separately,
successively or concurrently, as occasion therefor shall arise, and (b)
non-exclusive and shall in no way limit or prejudice any other legal or
equitable right, remedy or recourse which Lender may have.

     6.   SUBORDINATION AND NO SUBROGATION. If, for any reason whatsoever,
Borrower now is or hereafter becomes indebted to Guarantor, such indebtedness
and all interest thereon, shall, at all times, be subordinate in all respects to
the Loan Documents, and Guarantor shall not be entitled to enforce or receive
payment thereof until the Non-Recourse Carveout Obligations have been fully
satisfied. Notwithstanding anything to the contrary contained in this Guaranty
or any payments made by Guarantor hereunder, Guarantor shall not have any right
of subrogation in or under the Loan Documents or to participate in any way
therein or in any right, title or interest in and to any mortgaged property or
any collateral for the Loan, all such rights of subrogation and participation,
together with any other contractual, statutory or common law right which
Guarantor may have to be reimbursed for any payments Guarantor may make to
Lender

                                      - 3 -


                                                                Loan No. 6518217

pursuant to this Guaranty, being hereby expressly waived and released until the
Loan is paid in full.

     7.   LAW GOVERNING AND SEVERABILITY. This Guaranty shall be governed by and
construed in accordance with the laws of the State of Connecticut and is
intended to be performed in accordance with, and only to the extent permitted
by, such laws. If any provision of this Guaranty or the application thereof to
any person or circumstance, for any reason and to any extent, shall be invalid
or unenforceable, neither the remainder of this Guaranty nor the application of
such provision to any other persons or circumstances shall be affected thereby,
but rather the same shall be enforced to the greatest extent permitted by law.

     8.   SUCCESSORS AND ASSIGNS. This Guaranty and all the terms, provisions
and conditions hereof shall be binding upon Guarantor and the Guarantor's heirs,
legal representatives, successors and assigns and shall inure to the benefit of
Lender, its successors and assigns and all subsequent holders of the Note.

     9.   PARAGRAPH HEADINGS. The paragraph headings inserted in this Guaranty
have been included for convenience only and are not intended, and shall not be
construed, to limit or define in any way the substance of any paragraph
contained herein.

     10.  EFFECT OF BANKRUPTCY. This Guaranty shall continue to be effective or
reinstated, as the case may be, if at any time payment to Lender of all or any
part of the Non-Recourse Carveout Obligations is rescinded or must otherwise be
restored or refunded by Lender pursuant to any insolvency, bankruptcy,
reorganization, receivership or other debtor relief proceeding involving
Borrower. In the event that Lender must rescind or restore any payment received
by Lender in satisfaction of the Non-Recourse Carveout Obligations, as set forth
herein, any prior release or discharge of the terms of this Guaranty given to
Guarantor by Lender shall be without effect and this Guaranty shall remain in
full force and effect.

     11.  NOTICES. All notices hereunder shall be given at the following
address:

     If to Guarantor: Inland Southeast New Britain, L.L.C., 2901 Butterfield
Road, Oak Brook, Illinois 60523;

     If to Lender: John Hancock Life Insurance Company, John Hancock Tower, 200
Clarendon Street, T-56, Boston, Massachusetts 02117, Re: Loan No. 6518217.

     All notices given hereunder shall be in writing and shall be considered
properly given if delivered either personally to such other party, or sent by
nationally recognized overnight courier delivery service or by certified mail of
the United States Postal Service, postage prepaid return receipt requested,
addressed to the other party as set forth above (or to such other address or
person as either party entitled to notice may by notice to the other party
specify). Unless otherwise specified, notices shall be deemed given as follows:
(i) if delivered personally, when delivered, (ii) if delivered by nationally
recognized overnight courier delivery service, on the day

                                      - 4 -


                                                                Loan No. 6518217

following the day such material is sent or (iii) if delivered by certified mail,
on the third day after the same is deposited in the United States Postal Service
as provided above.

     12.  BENEFIT. Guarantor warrants and represents that Guarantor has
received, or will receive, direct or indirect benefit from the execution and
delivery of this Guaranty.

     13.  NO REPRESENTATIONS BY LENDER. Neither Lender nor anyone acting on
behalf of Lender has made any representation, warranty or statement to Guarantor
to induce Guarantor to execute and deliver this Guaranty.

     14.  APPLICATION OF FORECLOSURE PROCEEDS. In the event of any foreclosure
sales of the mortgaged property and collateral covered by the Loan Documents,
the proceeds of such sales shall be applied first to the discharge of that
portion of the indebtedness then remaining unpaid as to which Guarantor is not
fully personally liable pursuant to this Guaranty, it being the express
intention of the parties that the application of the proceeds of such
foreclosure sales shall be in such a manner as not to extinguish or reduce
Guarantor's personal liability hereunder until all of the indebtedness as to
which Guarantor is not personally liable hereunder has been paid in full.
Nothing contained in this Paragraph 14 shall be construed to require that Lender
foreclose the liens and security interests created in the Loan Documents as a
condition precedent to bringing an action against Guarantor upon this Guaranty,
or as an agreement that Guarantor's liability is limited to any deficiency
remaining after such a foreclosure.

     15.  JOINT AND SEVERAL LIABILITY. If more than one person is included in
the definition of Guarantor, the liability of all such persons hereunder shall
be joint and several.

     16.  SPECIAL STATE PROVISIONS. IN CONNECTION WITH ANY ACTION OR PROCEEDING
RELATING TO THIS GUARANTY, (i) GUARANTOR WAIVES ANY RIGHT TO NOTICE AND HEARING
UNDER CHAPTER 903(a) OF THE CONNECTICUT GENERAL STATUTES, AS NOW OR HEREAFTER
AMENDED, OR ANY SUCCESSOR ACT THERETO, AND AUTHORIZES THE ATTORNEY OF LENDER TO
ISSUE A WRIT FOR THE PREJUDGMENT REMEDY WITHOUT COURT ORDER, AND (ii) GUARANTOR
WAIVES TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING AND AGREES THAT NO SUCH
ACTION WITH RESPECT TO WHICH A JURY TRIAL HAS BEEN WAIVED SHALL BE SOUGHT TO BE
CONSOLIDATED WITH ANY OTHER ACTION WITH RESPECT TO WHICH A JURY TRIAL CANNOT OR
HAS NOT BEEN WAIVED.

                                      - 5 -


                                                                Loan No. 6518217

     EXECUTED effective as of the date first above written.


WITNESSED BY:                 MAKER:

- --------------------------    INLAND SOUTHEAST NEW BRITAIN, L.L.C.,
Name:                         a Delaware limited liability company
      --------------------

                              By: Inland Western Retail Real Estate Trust, Inc.,
                                  a Maryland corporation its sole member

                                  By:     /s/ Valerie Medina
                                      ------------------------------------------
                                  Its:    Asst. Secretary
                                      ------------------------------------------


                          [SIGNATURE PAGE TO GUARANTY]

                                      - 6 -


                                                                Loan No. 6518217

STATE OF___________________      )
                                 ) SS.   _______________     January _, 2004
COUNTY OF____________________    )

     Personally appeared_____________________________, ______________________ of
Inland Western Retail Real Estate Trust, Inc., a Maryland corporation, the Sole
Member of Inland Southeast New Britain, L.L.C., a Delaware limited liability
company, signer and sealer of the foregoing instrument, and acknowledged the
same to be his/her free act and deed as such __________ and the free act and
deed of said ______________ and _____________________________, before me.


                                      --------------------------------------
                                      Name:
                                      Commissioner of the Superior Court
                                      Notary Public
                                      My commission expires:
                                                            ----------------

                                     [SEAL]


                       [ACKNOWLEDGEMENT PAGE TO GUARANTY]

                                      - 7 -

EX-10.36

                                                                   Exhibit 10.36

                           ALLSTATE INSURANCE COMPANY
                         ALLSTATE PLAZA SOUTH, SUITE G5C
                           NORTHBROOK, ILLINOIS 60062

                                 January 5, 2004

Inland Southeast Stony Creek, L.L.C.
2901 Butterfield Road
Oakbrook, Illinois 60523

          Re:  Allstate Insurance Company
               Loan No. 122397
               Stoney Creek Marketplace
               17130 Mercantile Boulevard, Noblesville, Indiana (the "Property")

Ladies and Gentlemen:

     Reference is made to our Commitment Letter dated December 16, 2003, as
amended (the "Commitment") with respect to a $14,162,000 loan (the "Loan") to be
evidenced by a Mortgage Note (the "Note") of even date herewith, payable to
Allstate Insurance Company in the principal amount of the Loan and to be secured
by a Mortgage, Assignment of Leases, Rents and Contracts, Security Agreement and
Fixture Filing of even date herewith (the "Mortgage") encumbering the Property.
Initially capitalized terms used but not otherwise defined in this letter
agreement (the "Letter Agreement") have the same meanings given them in the
Mortgage.

     In consideration of your execution and delivery of the documents
evidencing, securing or otherwise pertaining to the Loan (the "Loan Documents"),
you (the "Borrower") and we (collectively, "Lender") hereby agree as follows:

     1.   RELATED AGREEMENT. This Letter Agreement shall constitute a Related
Agreement.

     2.   IMPOUNDS. With regard to the provisions contained in Section 1.06 of
the Mortgage requiring Borrower to deposit 1/12 of the annual amounts of real
estate taxes, regular and special assessments and insurance premiums, Lender
hereby agrees to defer collection of such monthly deposits for so long as (a)
Borrower is the sole fee simple owner of the Property; and (b) no Event of
Default exists under the Loan Documents and no condition or event exists which
with notice, the passage of time, or both, would constitute an Event of Default;
and (c) at Lender's election, Borrower either pays for a tax reporting service
or Borrower promptly and consistently furnishes evidence that taxes and
insurance are being currently paid.

     3.   EARTHQUAKE INSURANCE. With regard to the provisions contained in
Section 1.02 of the Mortgage requiring Borrower obtain earthquake insurance
coverage on the Property, Lender hereby agrees to waive such requirement until
such time as such coverage is available at commercially reasonable rates and in
Lender's reasonable opinion such coverage is generally required by other
institutional lenders.

     4.   BORROWER'S RIGHT TO TRANSFER THE PROPERTY. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, Borrower shall have a



one time right, provided there is no default or an event which, with notice or
the passage of time, or both, could result in a default by Borrower under the
Loan Documents, to assign, sell or transfer all of the Property (the "Permitted
Transfer") to a party with experience, reasonably satisfactory to Lender, in
managing property similar to the Property and whose financial condition is
reasonably satisfactory to Lender, ("Permitted Transferee"). The Permitted
Transfer shall be further conditioned upon:

     (a)  the payment by Borrower to Lender of a transfer fee equal to one
percent of the outstanding principal balance of the Note (a nonrefundable $5,000
deposit toward such transfer fee shall be due at the time Borrower initially
requests a Permitted Transfer, the balance of the transfer fee shall be due on
the closing of the transaction);

     (b)  the reimbursement of all of Lender's expenses, including legal fees,
incurred in connection with the Permitted Transfer;

     (c)  the Permitted Transferee and such general partners or principals of
Permitted Transferee as Lender may request, assuming, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement and the
Nonrecourse Exception Indemnity Agreement, with the same degree of recourse
liability as Borrower and subject to the same exculpatory provisions;

     (d)  Lender's receipt of a title policy complying with the requirements of
the Commitment, updated to the date of the Permitted Transfer, evidencing that
such Permitted Transfer will not adversely affect Lender's first and prior lien
on the Property or any other rights or interests granted to Lender under the
Loan Documents;

     (e)  Lender's receipt of opinions of counsel acceptable to Lender that all
previous opinions, pertaining to Borrower are true with respect to the Permitted
Transferee and the Permitted Transferee has duly assumed the Loan Documents, and
same are valid and enforceable against Permitted Transferee and the Property;
and that Borrower has the requisite power and authority to properly transfer the
Property;

     (f)  the Property having maintained a Debt Coverage Ratio of not less than
200 percent for the 12 month period ending 30 days before the date of the
Permitted Transfer and the Property having a projected Debt Coverage Ratio for
the next 12 months based on the most recently approved and certified financial
statements and annual rent roll of not less than 200 percent;

     (g)  the Permitted Transferee paying to Borrower at least 40 percent cash
down payment on the date of the Permitted Transfer;

     (h)  Lender's receipt and approval of the purchase and sale contract and
copies of the proposed transfer documentation;

     (i)  Lender's receipt and approval of the Permitted Transferee's resume and
financial statements; and

                                        2


     (j)  Lender's receipt and approval of an updated MAI appraisal by an
appraiser satisfactory to Lender (prepared at Borrower's expense) specifically
confirming a loan to value ratio of no more than 60 percent.

     In addition, Borrower shall have the right, provided there is no default or
an event which, with notice or the passage of time, or both, could result in a
default by Borrower under the Loan Documents, to make a Permitted Transfer to
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("Member"), the sole member of Borrower, so long as (x) Borrower pays to Lender
a transfer fee equal to $5,000, (y) the Member assumes, in form and substance
satisfactory to Lender, all obligations of Borrower under the Loan Documents,
including, without limitation, the Environmental Indemnity Agreement, with the
same degree of recourse liability as Borrower and subject to the same
exculpatory provisions, and (z) the conditions and requirements set forth in
subparagraphs 4(b), (d) and (e) above are satisfied.

     Net Operating Income shall be certified to be true and correct by the
managing general partner, manager or chief financial officer of Borrower.

     5.   RIGHT TO CHANGE OWNERSHIP INTERESTS IN BORROWER. Notwithstanding the
provisions contained in Section 1.08 and other applicable provisions of the
Mortgage, so long as Member maintains its status as a Real Estate Investment
Trust (a "REIT") any encumbrance, security interest or assignment or transfer of
ownership of all types and classes of the shares of Member shall not constitute
an improper encumbrance or transfer.

     6.   INSURANCE. Lender hereby approves the insurance evidenced by the
certificates attached as EXHIBIT A hereto.

     7.   PROPERTY MANAGER. Lender hereby approves INLAND NORTHWEST MANAGEMENT
CORP. as manager of the Property, subject to its execution of the letter
attached as EXHIBIT B hereto.

     8.   RIGHTS PERSONAL TO BORROWER. This Letter Agreement shall be binding
upon Borrower and its successors and assigns, except that the rights granted to
Borrower in paragraphs 2 -- 7 of this Letter Agreement shall be personal to
Borrower and shall not inure to the benefit of any subsequent owner of the
Property. In the event Lender transfers all or any part of the Loan or any
interest in the Loan Documents to any other person or entity, Lender agrees to
notify such transferee(s) of the existence of this Letter Agreement and the fact
that it is binding upon Lender's successors and assigns by delivering such
transferee(s) a true, correct and complete copy of this Letter Agreement
concurrently with such transfer accompanied by a letter of transmittal from
Lender advising such transferee(s) of the binding nature of the provisions of
this Letter Agreement. Lender will send a copy of its letter of transmittal and
the enclosure to Borrower, and Borrower's name will be shown on the face of the
original letter of transmittal as an addressee thereof.

                                  *  *  *  *  *

                            [Signature Page Follows]

                                        3


                                                                        INV
                                                                        LAW

                                        Very truly yours,

                                        ALLSTATE INSURANCE COMPANY,
                                        an Illinois insurance corporation

                                        By: /s/ Heather [ILLEGIBLE]
                                           ----------------------------------


                                        By: /s/ [ILLEGIBLE]
                                           ----------------------------------
                                               Its Authorized Signatories

                                        Accepted and agreed:

                                        INLAND SOUTHEAST STONY CREEK, L.L.C.,
                                        a Delaware limited liability company

                                        By: INLAND WESTERN RETAIL REAL ESTATE
                                            TRUST, INC., a Maryland corporation,
                                            Its sole member

                                            By:  /s/D A Palmer Debra A Palmer
                                            ----------------------------------
                                            Its: Asst Secretary
                                            ----------------------------------

Dated: January 5, 2004

                                        4


                                    EXHIBIT A

                             INSURANCE CERTIFICATES



  [ACORD(TM) LOGO]  CERTIFICATE OF LIABILITY INSURANCE          DATE(MM/DD/YYYY)
                                                                01/14/04

                                                              
PRODUCER                  1-630-773-3800                            THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND
Arthur J. Gallagher & Co,                                           CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.  THIS CERTIFICATE
                                                                    DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
Two Pierce Place                                                    POLICIES BELOW.

Itasca, IL 60143-3141
Mary Belasich                                                    INSURERS AFFORDING COVERAGE                        NAIC #

INSURED                                                          INSURER A: National Surety Corp                    21881
Inland Western Retail Real Estate Trust, Inc.
                                                                 INSURER B: St Paul Fire & Marine Inc Co            24767

2901 Butterfield Road                                            INSURER C:

Oak Brook, IL 60523                                              INSURER D:

                                                                 INSURER E:

COVERAGES

    THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.
    NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY
    BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND
    CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR ADD'L       TYPE OF INSURANCE            POLICY NUMBER  POLICY EFFECTIVE POLICY EXPIRATION
LTR  INSRD                                                    DATE (MM/DD/YY)  DATE (MM/DD/YY)                       LIMITS

 B          GENERAL LIABILITY                 CK01206068         12/08/03         12/08/04      EACH OCCURENCE          $  1,000,000
                                                                                                DAMAGE TO RENTED        $     50,000
           /X/ COMMERCIAL GENERAL LIABILITY                                                     PREMISES (Ex occurrence)
           / / / /CLAIMS MADE /X/ OCCUR
                                                                                                MED EXP (Any one person)$      1,000
           / /_____________________________
                                                                                                PERSONAL & ADV INJURY   $  1,000,000
           / /_____________________________
                                                                                                GENERAL AGGREGATE       $  2,000,000
           GEN'L AGGREGATE LIMIT APPLIES PER:
                                                                                                PRODUCTS-COMP/OP AGG    $  1,000,000
           /X/ POLICY / / PROJECT / / LOC

           AUTOMOBILE LIABILITY

           / / ANY AUTO                                                                         COMBINED SINGLE LIMIT
                                                                                                (Ex accident)           $
           / / ALL OWNED AUTOS
                                                                                                BODILY INJURY
           / / SCHEDULED AUTOS                                                                  (Per person)            $

           / / HIRED AUTOS                                                                      BODILY INJURY
                                                                                                (Per accident)          $
           / / NON-OWNED AUTOS
                                                                                                PROPERTY DAMAGE
           / /_____________________________                                                     (Per accident)          $
           / /

           GARAGE LIABILITY                                                                     AUTO ONLY - EA ACCIDENT $

           / / ANY AUTO
           / /
                                                                                                OTHER THAN   EA ACC     $
                                                                                                AUTO ONLY:      AGG     $

 A         EXCESS/UMBRELLA LIABILITY          XEK85878874        12/08/03         12/08/04      EACH OCCURRENCE         $ 25,000,000

           /X/ OCCUR / / CLAIMS MADE                                                            AGGREGATE               $ 25,000,000

                                                                                                                        $

           / / DEDUCTIBLE                                                                                               $

           / / RETENTION         $                                                                                      $


           WORKERS COMPENSATION AND
           EMPLOYERS' LIABILITY                                                                 WC STATUTORY   OTHER
                                                                                                 LIMITS
           ANY PROPRIETOR/PARTNER/        INCL                                                  E.L. EACH ACCIDENT      $
           EXECUTIVE OFFICER/MEMBER       EXCL.
           EXCLUDED?                                                                            E.L.DISEASE-EA EMPLOYEE $

           If yes, describe under
           SPECIAL PROVISIONS below                                                             E.L.DISEASE - POLICY
                                                                                                 LIMIT                  $
           OTHER

DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS

Re: Loan #122-397 Stony Creek Marketplace, 1713C Mercantile Blvd., Nobaleville, IN
Allstate Life Insurance Company, IASOA, c/o Holliday Fenoglio Fowler, LP is shown as an additional insured solely with respect to
General Liability coverage as evidenced herein as required by written contract with respect to location referenced above. Named
Insured includes Inland Southeast Stony Creek, LLC.

CERTIFICATE HOLDER                                                CANCELLATION

Allstate Ins. Co., IASOA c/o Holliday Fenoglio Fowler, LP         SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
Re: Stony Creek Marketplace                                       BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER
                                                                  WILL ENDEAVOR TO MAIL 60 DAYS WRITTEN NOTICE TO THE
                                                                  CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO
2000 Post Oak Blvd. Ste. 2000                                     SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND
                                                                  UPON THE INSURER, ITS AGENTS OR

Houston, TX 77055                                                 REPRESENTATIVES.
                                                                  --------------------------
                                                                  AUTHORIZED REPRESENTATIVE
                                           USA

                                                                                  /s/ W.D. Grant
                                                                                  ---------------

ACORD 25(2001/08)  lorconn                                                                         (C) ACORD CORPORATION 1988
                   1615029
                                               Powered By
                                                         CERTIFICATESNOW(TM)





                                                         INLWESRE



  [ACORD(TM) LOGO] EVIDENCE OF PROPERTY INSURANCE               DATE(MM/DD/YYYY)
                                                                12/04/03

  THIS IS EVIDENCE THAT INSURANCE AS IDENTIFIED BELOW HAS BEEN ISSUED, IS IN
  FORCE, AND CONVEYS ALL THE RIGHTS AND PRIVILEGES AFFORDED UNDER THE POLICY.

                                         
PRODUCER              PHONE                    COMPANY
                      (A/C. No. Ext):
AJ Gallagher Risk Mgmt Svcs MM                 St. Paul Fire & Marine
2, Pierce Place                                385 Washington Street
Itasca, IL 60143                               P.O. Box 64345
Mary Belasich, 630-773-3800                    St. Paul, MN 55102

CODE:                         SUB CODE:

AGENCY
CUSTOMER ID #: 68537

INSURED                                        LOAN NUMBER         POLICY NUMBER
Inland Western Retail Real Estate              122-397/CF #62                 CK01206068
Trust, Inc.
2901 Butterfield Road                          EFFECTIVE DATE     EXPIRATION DATE       CONTINUED UNTIL
Oak Brook, IL 60523                               12/05/03           12/05/04        / /TERMINATED IF CHECKED

                                               THIS REPLACES PRIOR EVIDENCE DATED:


PROPERTY INFORMATION
LOCATION/DESCRIPTION
Stony Creek Marketplace
17015-17177 Mercantile Blvd.
Noblesville, IN 46060



COVERAGE INFORMATION



                     COVERAGE/PERILS/FORMS                        AMOUNT OF INSURANCE     DEDUCTIBLE
- ------------------------------------------------------------------------------------------------------
                                                                                 
Blanket Building Coverage                                           $    13,600,000    $        10,000
Special Form, Replacement Cost, Agreed Amount
Blanket Loss of Rents Coverage                                      $     2,479,169
Flood Coverage (Non-Zone A&B)                                       $    15,000,000    $        25,000
Earthquake Coverage (MMI Zones 1-6 only)                            $    15,000,000    $        25,000
Terrorism Coverage is included per St. Paul Form

REMARKS (INCLUDING SPECIAL CONDITIONS)

Re: Named Insured, Inland Southeast Stony Creek, LLC

Allstate Insurance Company, IASOA, c/o Holliday Fenoglio Fowler, LP is shown as mortgagee and loss payee soley
with respect to property coverage as evidenced herein as required by written contract with respects to the
building at location referenced above.

CANCELLATION
   THE POLICY IS SUBJECT TO THE PREMIUMS, FORMS, AND RULES IN EFFECT FOR EACH POLICY PERIOD, SHOULD THE POLICY
   BE TERMINATED, THE COMPANY WILL GIVE THE ADDITIONAL INTEREST IDENTIFIED BELOW 60 DAYS WRITTEN NOTICE, AND
   WILL SEND NOTIFICATION OF ANY CHANGES TO THE POLICY THAT WOULD AFFECT THAT INTEREST, IN ACCORDANCE WITH THE
   POLICY PROVISIONS OR AS REQUIRED BY LAW.

ADDITIONAL INTEREST
NAME AND ADDRESS                                                 /X/ MORTGAGEE     / / ADDITIONAL INSURED
Allstate Insurance Company, IASOA                                /X/ LOSS PAYEE    / /
c/o Holliday Fenoglio Fowler, LP
2000 Post Oak Blvd.                                              LOAN # 122-397/CF #62
Suite #2000
Houston, TX 77056                                                AUTHORIZED REPRESENTATIVE
                                                                 /s/ W.D. Grant

ACORD 27 (3/83)  1 of 1  2820                                                         MZB (C) ACORD CORPORATION 1983




                                    IMPORTANT

   If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be
   endorsed. A statement on this certificate does not confer rights to the
   certificate holder in lieu of such endorsement(s).

   If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,
   certain policies may require an endorsement. A statement on this certificate
   does not confer rights to the certificate holder in lieu of such
   endorsement(s).

                                   DISCLAIMER

   The Certificate of Insurance on the reverse side of this form does not
   constitute a contract between the issuing insurer(s), authorized
   representative or producer, and the certificate holder, nor does it
   affirmatively or negatively amend, extend or alter the coverage afforded by
   the policies listed thereon.


ACORD 25(2001/08)



                                    EXHIBIT B

                             PROPERTY MANAGER LETTER

                        INLAND NORTHWEST MANAGEMENT CORP.

                                 January 5, 2004

Allstate Insurance Company
c/o Allstate Investments, LLC
Allstate Plaza South, Suite G5C
3075 West Sanders Road
Northbrook, Illinois 60062
Attention:  Commercial Mortgage Division

          Re:  Allstate Insurance Company
               Loan No. 122397
               Stoney Creek Marketplace
               17130 Mercantile Boulevard, Noblesville, Indiana (the "Property")

Ladies and Gentlemen:

     The undersigned ("Manager") is the current property manager of the Property
pursuant to that certain Management Agreement (the "Agreement") dated December
___, 2003, by and between INLAND SOUTHEAST STONY CREEK, L.L.C., a Delaware
limited liability company ("Owner") and Manager. In consideration of your making
the Loan to Owner (Manager being an affiliate of Owner), Manager acknowledges
and agrees to the following:

     1.   Allstate, in its sole discretion, may terminate the Agreement by
          notice to Manager upon acquisition by Allstate of title to the
          Property by foreclosure, deed in lieu of foreclosure, or other
          transfer of the Property or upon Allstate otherwise obtaining
          possession of the Property by any lawful means. Upon the appointment
          of a receiver or court appointed officer, either Allstate or such
          receiver or officer may terminate the Agreement in its sole discretion
          by notice to Manager.

     2.   Manager waives any right to create a lien against the Property to
          secure payment of unpaid management fees.

     3.   Upon the occurrence of, and during the continuation of, a default
          under any of the documents evidencing the Loan which has not been
          cured in Allstate's sole judgment, all management fees paid or payable
          to Manager thereafter shall be subordinate to amounts owed to Allstate
          under such Loan documents.



     4.   Upon the occurrence of, and during the continuation of, a default
          under any of the documents evidencing the Loan which has not been
          cured in Allstate's sole judgement, all management fees and other sums
          received by Manager thereafter in connection with management of the
          Property shall be held in trust for the benefit of Allstate.

     5.   Until Allstate elects to terminate the Agreement as provided herein,
          Manager will perform all of its obligations, covenants, conditions and
          agreements under the Agreement for the benefit of Allstate and its
          successors and assigns, so long as Allstate performs the duties and
          obligations of Owner under the Agreement accruing after the date
          Allstate exercises its rights under the Mortgage.

                                               INLAND NORTHWEST MANAGEMENT CORP.

                                            By:
                                               ---------------------------------
                                               Its
                                                  ------------------------------

                                        2

EX-10.37

                                                                   Exhibit 10.37

                                                      Allstate Insurance Company
                                                                 Loan No. 122397

                                  MORTGAGE NOTE

                                                              Chicago, Illinois
$ 14,162,000                                                    January 5, 2004


     1.   PAYMENT OF PRINCIPAL AND INTEREST. FOR VALUE RECEIVED, INLAND
SOUTHEAST STONY CREEK, L.L.C., a Delaware limited liability company (the
"Maker"), hereby promises to pay to the order of ALLSTATE INSURANCE COMPANY, and
any subsequent holder of this Note ("Holder" or "Holders") in the manner
hereinafter provided, the principal amount of FOURTEEN MILLION ONE HUNDRED SIXTY
TWO THOUSAND DOLLARS ($14,162,000), together with interest on the outstanding
principal balance from the date of the initial disbursement (for purposes of
this Note, "disbursement" means the date funds are wire transferred from
Holder's account) of all or a part of the principal of this Note ("Disbursement
Date") until maturity at the rate of four and 77/100 percent (4.77%) per annum
("Contract Rate") as follows:

     (a)  on the Disbursement Date, interest only, in advance, accruing from the
Disbursement Date to the last day of January, 2004, both inclusive; and

     (b)  interest only, in arrears, in the amount of FIFTY SIX THOUSAND TWO
HUNDRED NINETY THREE AND 95/100 DOLLARS ($56,293,95) on the first day of March,
2004, and on the first day of each month thereafter until this Note is fully
paid (the initial payment and each subsequent payment under this subparagraph
(b) shall each hereinafter be referred to as "Monthly Payment"); and

     (c)  on January 1, 2011, the entire unpaid principal amount and any
interest accrued but remaining unpaid and all other sums due under this Note,

     Except for the interest payable under paragraph (a) above, interest shall
be payable in arrears and calculated on the basis of a 360 day year containing
twelve 30 day months. All such payments on account of the indebtedness evidenced
by this Note shall be first applied to interest accrued on the unpaid principal
amount and the remainder toward reduction of the unpaid principal amount.

     2.   PAYMENT INFORMATION. All payments required to be made hereunder shall
be made during regular business hours to Holder at its office c/o Commercial
Mortgage Division, Allstate Plaza South, Suite G5C, 3075 Sanders Road,
Northbrook, Illinois 60062, Attention: Servicing Manager, with sufficient
information to identify the source and application of such payment to Holder's
Loan #122397, or at such other place as Holder may from time to time designate
in writing. All payments shall be made in currency of the United States of
America without presentment or surrender of this Note. Payments to Holder shall
be made by transferring immediately available federal funds by bank wire or
interbank transfer for the account of Holder. Any payment of principal or
interest received after 1:00 p.m. Chicago time shall be deemed to have been
received by Holder on the next business day and shall bear interest accordingly.
If and so long as Holder directs Maker to make payments to a servicing agent,
then payments may



be made by check. Payments made by check will not be deemed made until good
funds for such check are received by Holder or the servicing agent.

     3.   SECURITY FOR NOTE. The payment of this Note and all other sums due
Holder is secured by (a) a Mortgage, Assignment of Leases, Rents and Contracts,
Security Agreement and Fixture Filing ("Mortgage") of even date herewith,
granted by Maker, as mortgagor, to Holder, as mortgagee, covering certain real
property, the improvements thereon and certain personal property situated in the
County of Hamilton, State of Indiana and described in the Mortgage ("Property"),
and (b) those certain instruments of indebtedness and security described as
"Related Agreements" in the Mortgage, Except as otherwise defined herein, all of
the defined terms contained in the Mortgage and the Related Agreements are
hereby incorporated herein by express reference.

     4.   LATE CHARGES. If any Monthly Payment required under this Note not be
paid in full on or before the fifth (5th) day of the month in which such payment
is due, Maker acknowledges that the Holder will incur extra expenses for the
handling of the delinquent payment and servicing the indebtedness evidenced
hereby, and that the exact amount of these extra expenses is extremely difficult
and impractical to ascertain, but that a charge of five percent (5%) of the
amount of the delinquent payment ("Late Charge") would be a fair approximation
of the expense so incurred by Holder, If applicable law requires a lesser
charge, however, then the maximum charge permitted by such law may be charged by
Holder for said purpose. Therefore, Maker shall, in such event, without further
notice, and without prejudice to the right of Holder to collect any other
amounts provided to be paid hereunder or under the Mortgage, the Related
Agreements or any other instrument executed for purposes of further securing
payment of the obligations evidenced by this Note, or to declare an Event of
Default, as defined below, pay to Holder immediately upon demand the Late Charge
to compensate Holder for expenses incurred in handling delinquent payments.

     5.   INTEREST PAYABLE UPON DEFAULT. If there occurs an Event of Default
under this Note or the Mortgage or under any Related Agreement, then the unpaid
principal amount of this Note, and all accrued and unpaid interest thereon shall
bear interest at the Contract Rate plus five percent (5%) per annum compounded
monthly ("Default Rate") from the date of expiration of any applicable cure or
grace period until such time, if any, as the Event of Default is cured and the
Mortgage and this Note are reinstated as permitted by applicable law, or
otherwise until such time as the unpaid principal amount of this Note and all
other indebtedness evidenced by this Note are fully repaid, whichever is
earlier.

     6.   EVENTS OF DEFAULT. An "Event of Default" shall exist under this Note:

     (a)  in the event Maker shall fail to make any payment due under this Note,
other than the final payment and Prepayment Premium, on or before the fifth
(5th) day of the month in which such payment is due;

     (b)  in the event Maker shall fail to make the final payment or the
Prepayment Premium when such payment is due; or

                                       2


     (c)  if there shall exist an Event of Default under the Mortgage or in any
of the Related Agreements,

     7.   ADDITIONAL PAYMENTS. The additional payments called for under
Paragraphs 4 and 5 shall be in addition to, and shall in no way limit, any other
rights and remedies provided for in this Note, the Mortgage, any Related
Agreements, or otherwise provided by law.

     8.   PAYMENT OF TAXES AND EXPENSES. Maker further promises to pay to
Holder, immediately upon written notice from Holder: (i) all recordation,
transfer, stamp, documentary or other fees or taxes levied on Holder (exclusive
of Holder's income taxes) by reason of the making or recording of this Note, the
Mortgage or any of the Related Agreements, and (ii) all intangible property
taxes levied upon any Holder of this Note or mortgagee under the Mortgage or
secured party under the Related Agreements.

     Maker further promises to pay to Holder, immediately upon written notice
from Holder, all actual costs, expenses, disbursements, escrow fees, title
charges and reasonable legal fees and expenses actually incurred by Holder and
its counsel in (i) the collection, attempted collection, or negotiation and
documentation of any settlement or workout of the principal amount of this Note,
the interest thereon or any installment or other payment due hereunder, and (ii)
any suit or proceeding whatsoever at all trial and appellate levels in regard to
this Note or to protect, sustain or enforce the lien of any instrument securing
this Note, including, without limitation, in any bankruptcy proceeding or
judicial or nonjudicial foreclosure proceeding. It is the intent of the parties
that Maker pay all expenses and reasonable attorneys' and paralegals' fees
incurred by Holder as a result of or in connection with (A) matters described in
clauses (i) and (ii) above, (B) the negotiation and closing of the loan
transaction evidenced by this Note, and any supplements or amendments thereto,
(C) the protection of property given as security for the indebtedness evidenced
hereby, and (D) responding to requests from Maker that Holder take certain
actions, and as may otherwise be reasonably incurred by Holder as a result of or
in connection with entering into the loan transaction evidenced by this Note.

     9.   PREPAYMENT. Maker is prohibited from prepaying this Note until January
1, 2006 (the "No-Prepayment Period"). Subsequent to the No-Prepayment Period, at
any time with thirty (30) days prior written notice to Holder, specifying the
date of prepayment, Maker will have the privilege of prepaying the outstanding
principal amount together with any accrued but unpaid interest, any other sums
secured by the Mortgage and the Related Agreements, and a prepayment premium
("Prepayment Premium") equal to the greater of:

     (a)  one percent of the principal amount prepaid, or

     (b)  the yield maintenance payment calculated as follows:

          If the Prevailing Interest Rate is less than the Contract Rate, the
          yield maintenance payment shall be the remainder of (x) minus (y)
          where "(x)" is the present value of all unpaid installments of
          principal and interest due under this Note from the date of prepayment
          to and including the original maturity date of this Note, discounted
          at the Prevailing Interest Rate, plus 0.50 percent (50 basis points),
          and "(y)" is the outstanding principal balance of this Note as of the
          prepayment date.

                                       3


          The term "Prevailing Interest Rate" as used herein shall mean the
          yield to maturity on a United States Treasury Bond or Treasury Note
          selected by Holder having a maturity date as near as possible to the
          original maturity date of this Note and an "ask" price, as close as
          possible to par (as published two weeks prior to the specified date of
          prepayment in THE WALL STREET JOURNAL or similar publication or
          available from the Federal Reserve Bank of New York), less the Basis
          Point Adjustment as computed in accordance with EXHIBIT A attached
          hereto to convert the monthly payments to a semi-annual equivalent.

     No Prepayment Premium shall be due on the principal balance prepaid within
the ninety (90) day period prior to the Maturity Date of this Note.

     Written notice of Maker's election to make a prepayment in full of this
Note shall be given in the manner provided for notices under the Mortgage.
Partial prepayment of the outstanding principal amount of this Note shall not be
permitted except in accordance with the terms of the Mortgage. In the event of
such a permitted partial prepayment, the Prepayment Premium calculated in this
Paragraph 9 shall be prorated based on the amount of the partial prepayment
relative to the then current outstanding principal balance of this Note.

     Maker acknowledges that Holder:

     (a)  has advanced the amounts evidenced by this Note with the expectation
that such amounts would be outstanding for a period at least equal to the
No-Prepayment Period;

     (b)  would not have been willing to advance such amounts on these terms for
a shorter period of time;

     (c)  in making the loan evidenced by this Note, is relying on Maker's
creditworthiness and its agreement to pay in strict accordance with the terms
set forth in the Note; and

     (d)  would not make the loan evidenced by this Note without full and
complete assurance by Maker of its agreement not to prepay all or a part of the
principal of this Note except as expressly permitted herein and in the Mortgage.

     Maker has been advised and acknowledges that Holder is relying on the
receipt of payments under this Note to, among other things, match and support
its obligations under contracts entered into by Holder with third parties and
that in the event of a prepayment, Holder could suffer loss and additional
expenses which are extremely difficult and impractical to ascertain.
Accordingly, it is the express intent of Maker and Holder that: (a) Maker shall
have no right to prepay this Note during the No-Prepayment Period; (b) any
prepayment of this Note during the No-Prepayment Period shall only occur in the
event Holder accelerates payment under this Note or as otherwise set forth in
the Mortgage; (c) any prepayment described in foregoing clause (b) shall (unless
otherwise expressly permitted in the Mortgage) require the payment of the
Prepayment Premium; and (d) to the extent permitted by applicable law, Maker has
waived, and hereby waives, any right to prepay this Note except as expressly
provided in the Mortgage or this Note during the No-Prepayment Period. In the
event, notwithstanding the foregoing express intent of Maker and Holder and the
express waiver by Maker of any right to prepay this Note during the
No-Prepayment Period, that the applicable law of the jurisdiction in which the

                                       4


Property is located permits the Maker to prepay this Note during the
No-Prepayment Period, then the applicable Prepayment Premium described in clause
(c) in the third sentence of this grammatical paragraph shall be paid to Holder
as a condition to any such prepayment.

     Maker expressly acknowledges that, pursuant to the provisions of this Note
and except as otherwise provided in this Note or the Mortgage, Maker has no
right to prepay this Note in whole or in part during the No-Prepayment Period.
In the event any prepayment is required or expressly permitted, Maker shall be
liable for the payment of the Prepayment Premium unless expressly stated
otherwise in this Note or in the Mortgage. Furthermore, Maker waives any rights
it may have under any applicable state laws as they relate to any prepayment
restrictions contained in this Paragraph 9 or otherwise contained in this Note
and expressly acknowledges that Holder has made the loan evidenced by this Note
in reliance upon such agreement and waiver of Maker and that Holder would not
have made the loan evidenced by this Note without such agreement and waiver of
Maker. Maker acknowledges that specific weight has been given to the
consideration given for such agreement, which consideration is the granting of
the loan.

     10.  EVASION OF PREPAYMENT PREMIUM. Maker acknowledges that in the event of
an acceleration of payment of this Note following an Event of Default by Maker,
a tender of payment of an amount necessary to satisfy the indebtedness evidenced
hereby, but not including the Prepayment Premium, made at any time prior to a
foreclosure sale by Maker, its successors or assigns or by anyone on behalf of
Maker, or by a buyer upon foreclosure or power of sale, shall constitute a
prepayment hereunder and shall be presumed to be and conclusively deemed to
constitute a deliberate evasion of the prepayment provisions hereof and shall
therefore be subject to the Prepayment Premium in accordance with this Note with
the date of prepayment being deemed the date of occurrence of the foreclosure
sale or the tender of payment of the amount necessary to pay the entire
indebtedness evidenced hereby in full, including the Prepayment Premium.

     11.  MAKER'S COVENANTS. Maker agrees that:

     (a)  this instrument and the rights and obligations of all parties
hereunder shall be governed by and construed under the laws of the state or
commonwealth in which the Property is located;

     (b)  the obligation evidenced by this Note is an exempted transaction under
the Truth-in-Lending Act, 15 U.S.C Section 1601, ET SEQ. (1982);

     (c)  said obligation constitutes a business loan for the purpose of the
application of any laws that distinguish between consumer loans and business
loans and that have as their purpose the protection of consumers in the state or
commonwealth in which the Property is located;

     (d)  at the option of the Holder, the United States District Court for the
district in which the Property is located and any court of competent
jurisdiction of the state or commonwealth in which the Property is located shall
have jurisdiction in any action, suit or other proceeding arising out of or
relating to any act taken or omitted hereunder or the enforcement of this Note,
the Mortgage and the Related Agreements and Maker shall not assert in any such

                                       5


action, suit or other proceeding that it is not personally subject to the
jurisdiction of such courts, that the action, suit or other proceeding is
brought in an inconvenient forum or that the venue of the action, suit or other
proceeding is improper;

     (e)  it hereby waives any objections to venue; and

     (f)  it hereby waives its right to a trial by jury,

     12.  SEVERABILITY. The parties hereto intend and believe that each
provision of this Note comports with all applicable local, state and federal
laws and judicial decisions. However, if any provision or any portion of any
provision contained in this Note is held by a court of law to be invalid,
illegal, unlawful, void or unenforceable as written in any respect, then it is
the intent of all parties hereto that such portion or provision shall be given
force to the fullest possible extent that it is legal, valid and enforceable,
that the remainder of the Note shall be construed as if such illegal, invalid,
unlawful, void or unenforceable portion or provision was not contained therein,
and the rights, obligations and interests of Maker and Holder under the
remainder of this Note shall continue in full force and effect.

     13.  USURY LAWS. It is the intention of Maker and Holder to conform
strictly to the usury laws now or hereafter in force in the state or
commonwealth in which the Property is located, and any interest payable under
this Note, the Mortgage, or any Related Agreement shall be subject to reduction
to an amount not to exceed the maximum non-usurious amount for commercial loans
allowed under the usury laws of the state or commonwealth in which the Property
is located as now or hereafter construed by the courts having jurisdiction over
such matters. In the event such interest (whether designated as interest,
service charges, points, or otherwise) does exceed the maximum legal rate, it
shall be:

     (a)  cancelled automatically to the extent that such interest exceeds the
maximum legal rate;

     (b)  if already paid, at the option of the Holder, either be rebated to
Maker or credited on the principal amount of the Note; and

     (c)  if the Note has been prepaid in full, then such excess shall be
rebated to Maker.

     14.  ACCELERATION. Upon an Event of Default, Holder shall have the right,
without further demand or notice, to declare the entire principal amount of this
Note and/or any Future Advance (as defined in the Mortgage) then outstanding,
all accrued and unpaid interest thereon and all other further sums payable under
this Note, which shall include the Prepayment Premium (calculated as provided in
Paragraph 9 above), the Mortgage or any note evidencing any Future Advance, to
be immediately due and payable and, notwithstanding the stated maturity in this
Note or any note evidencing any Future Advance, all such sums declared due and
payable shall thereupon become immediately due and payable. During the existence
of such Event of Default, Holder may apply payments received on any amounts due
under the Note, the Mortgage, any Related Agreement or any note evidencing any
Future Advance as Holder may determine in its sole discretion.

                                        6


     15.  WAIVERS BY MAKER. As to this Note, the Mortgage, the Related
Agreements and any other instruments securing the indebtedness, Maker and all
guarantors, sureties and endorsers, severally waive all applicable exemption
rights, whether under any state constitution, homestead laws or otherwise, and
also severally waive diligence, valuation and appraisement, presentment for
payment, protest and demand, notice of protest, demand and dishonor and
diligence in collection and nonpayment of this Note and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note (except notice of default specifically provided for
in the Mortgage and the Related Agreements). To the extent permitted by law,
Maker further waives all benefit that might accrue to Maker by virtue of any
present or future laws exempting the Property, or any other property, real or
personal, or the proceeds arising from any sale of any such property, from
attachment, levy, or sale under execution, or providing for any stay of
execution to be issued on any judgment recovered on this Note or in any action
to foreclose the Mortgage, injunction against sale pursuant to power of sale,
exemption from civil process or extension of time for payment. Maker agrees that
any real estate or any personalty that may be levied upon pursuant to a judgment
obtained by virtue of this Note, or any writ of execution issued thereon, may be
sold upon any such writ in whole or in part in any order desired by Holder.

     16.  MAKER NOT RELEASED. No delay or omission of Holder to exercise any of
its rights and remedies under this Note, the Mortgage or any Related Agreements
at any time following the happening of an Event of Default shall constitute a
waiver of the right of Holder to exercise such rights and remedies at a later
time by reason of such Event of Default or by reason of any subsequently
occurring Event of Default. The acceptance by Holder of payment of any sum
payable hereunder after the due date of such payment shall not be a waiver of
Holder's right to either require prompt payment when due of all other sums
payable hereunder or to declare a default for failure to make prompt payment.
This Note, or any payment hereunder, may be extended from time to time by
agreement in writing between Maker and Holder without in any other way affecting
the liability and obligations of Maker and endorsers, if any.

     17.  NONRECOURSE. Except as otherwise set forth in this Paragraph, Holder's
recourse under this Note, the Mortgage and the Related Agreements shall be
limited to and satisfied from the Property and the proceeds thereof, the rents
and all other income arising therefrom during and after the month in which an
Event of Default has occurred, the other assets of Maker arising out of the
Property which are given as collateral for this Note, and any other collateral
given in writing to Holder as security for repayment of this Note (all of the
foregoing are collectively referred to as the "Loan Collateral").
Notwithstanding the preceding sentence:

     (a)  Holder may, in accordance with the terms of this Note, the Mortgage or
any Related Agreement: (i) foreclose the lien of the Mortgage; (ii) take
appropriate action to enforce this Note, the Mortgage and the Related Agreements
to realize upon and/or protect the Loan Collateral; (iii) name Maker as a party
defendant in any action brought under this Note, the Mortgage or the Related
Agreements so long as the exercise of any remedy is limited to the Loan
Collateral; (iv) pursue all of its rights and remedies against any guarantor or
surety or master tenant whether or not a partner, member or other owner of
Maker; and (v) pursue all of its rights and remedies against Maker and the
indemnitors under that certain Environmental Indemnity Agreement of even date
herewith and that certain Terrorism Insurance Indemnity Agreement of even date
herewith;

                                        7


     (b)  Holder may seek damages or other monetary relief, to the extent of
actual monetary loss, or any other remedy at law or in equity against Maker, and
the indemnitors/guarantors, if any, under any nonrecourse exception indemnity
agreements ("Nonrecourse Indemnitors") by reason of or in connection with: (i)
the failure of Maker to pay to Holder, upon demand, all rents, issues and
profits of the Property to which Holder is entitled pursuant to this Note, the
Mortgage or the Related Agreements following an Event of Default; (ii) any waste
of the Property or any willful act or omission by Maker which damages or
materially reduces the value of the Property; (iii) the distribution of rents,
issues and profits from the Property prior to the payment of operating expenses
or the provision for reserves, if any, to be made pursuant to this Note, the
Mortgage or the Related Agreement prior to any other expenditure or distribution
by Maker; (iv) the failure to account for and to turn over security deposits
(and interest required by law or agreement to be paid thereon) or prepaid rents
following the occurrence of an Event of Default under this Note, the Mortgage or
any Related Agreements; (v) the failure to timely pay all real estate taxes or
any regular or special assessments affecting the Property; (vi) the failure to
account for and to turn over real estate tax accruals following the occurrence
of an Event of Default under this Note, the Mortgage or any Related Agreements;
(vii) the failure to maintain casualty and liability insurance as required under
the Mortgage or the Related Agreements or to apply insurance proceeds or
condemnation awards relating to the Property or other collateral in the manner
required under applicable provisions of this Note, the Mortgage or any Related
Agreements; (viii) any modification, termination or cancellation of any lease of
all or any portion of the Property without Holder's prior written consent, if
and to the extent such consent is required under the Mortgage or the Related
Agreements and if and to the extent such modification, termination or
cancellation has a material adverse affect on the value of the Property; (ix) a
default by Maker under any lease of all or any portion of the Property; or (x)
costs and expenses, including, without limitation, attorney's fees and transfer
taxes, incurred by Holder in connection with the enforcement of this Note, the
Mortgage or the Related Agreements or in connection with a deed-in-lieu of
foreclosure if the Event of Default giving rise to the enforcement action is one
described in subsections (b) or (c) as an exception to the nonrecourse
provisions, or if the Maker or any principal of Maker objects to any actions
taken by Holder to exercise its remedies under the Loan Documents; Maker or
principal of Maker commences any lawsuit to enjoin or delay a foreclosure of the
Property by Holder, or raises defenses or counterclaims to a foreclosure action;
Maker applies for the appointment of a receiver, trustee or liquidator for it or
for any of its property, or, as a debtor, files a voluntary petition in
bankruptcy, or petition or answer seeking reorganization or an arrangement with
creditors or takes advantage of any bankruptcy, reorganization, insolvency,
readjustment of debt, dissolution or liquidation law or statute, or makes a
general assignment for the benefit of creditors; or in the event any bankruptcy
or reorganization proceedings (voluntary or involuntary), the Maker or any
principal of Maker opposes any motion by Holder for relief from the Automatic
Stay; and

     (c)  Maker, any general partners of Maker and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by this Note and performance of all other obligations of
Maker under this Note, the Mortgage and Related Agreements upon the occurrence
of any of the following: (i) fraud or willful misrepresentation of a material
fact by Maker, any general partners of Maker, or Nonrecourse lndemnitor(s), if
any, in connection with this Note, the Mortgage, the Related Agreements or any
request for any action or consent by Holder; (ii) a Transfer of any interest in
Maker or all or any portion of the Property

                                        8


or any interest therein in violation of the terms of this Note, the Mortgage or
the Related Agreements; or (iii) the incurrence by Maker of any indebtedness in
violation of the terms of this Note, the Mortgage or Related Agreements (whether
secured or unsecured, direct or contingent), other than unsecured debt or
routine trade payables incurred in the ordinary course of business in connection
with the operation of the Property.

     In addition, Maker, any general partners of Maker and the Nonrecourse
Indemnitors, if any, shall be responsible for any costs and expenses incurred by
Holder in connection with the collection of any amounts for which Maker, its
general partners, if any, and the Nonrecourse Indemnitors, if any, are
personally liable under this Paragraph 17, including attorneys' fees and
expenses, court costs, filing fees and all other costs and expenses incurred in
connection therewith.

     18.  SUCCESSORS AND ASSIGNS. The provisions of this Note shall be binding
upon Maker and its legal representatives, successors and assigns and shall inure
to the benefit of any Holder and its successors and assigns. In the event Maker
is composed of more than one party, obligations arising from this Note are and
shall be joint and several as to each such party.

     19.  REMEDIES CUMULATIVE. The remedies of Holder as provided in this Note,
or in the Mortgage or the Related Agreements, and the warranties contained
herein or therein shall be cumulative and concurrent, may be pursued singly,
successively or together at the sole discretion of Holder, may be exercised as
often as occasion for their exercise shall occur and in no event shall the
failure to exercise any such right or remedy be construed as a waiver or release
of such right or remedy. No remedy under this Note, conferred upon or reserved
to Holder is intended to be exclusive of any other remedy provided in this Note,
the Mortgage or any of the Related Agreements or provided by law, but each shall
be cumulative and shall be in addition to every other remedy given under the
Mortgage or any of the Related Agreements or hereunder or now or hereafter
existing at law or in equity or by statute.

     20.  NOTICES. All notices, written confirmation of wire transfers and all
other communications with respect to this Note shall be directed as follows:

          If to Holder:

                c/o Allstate Investments, LLC
                Allstate Plaza South, Suite G5C
                3075 Sanders Road
                Northbrook, Illinois 60062
                Attention:   Commercial Mortgage Division
                             Servicing Manager

                                        9


          With a copy to:

                c/o Allstate Investments, LLC
                Allstate Plaza South, Suite G5A
                3075 Sanders Road
                Northbrook, Illinois 60062
                Attention:   Investment Law Division

          If to Maker;

                Inland Southeast Stony Creek, L.L.C.
                2901 Butterfield Road
                Oakbrook, Illinois 60523
                Attention:   Roberta Matlin

          With a copy to:

                The Inland Real Estate Group, Inc.
                2901 Butterfield Road
                Oakbrook, Illinois 60523
                Attention:   General Counsel

or at such other place as Holder or Maker may from time to time designate in
writing. All notices shall be in writing and shall be (a) hand-delivered, (b)
sent by United States express mail or by private overnight courier, or (c)
served by certified mail postage prepaid, return receipt requested, to the
appropriate address set forth above. Notices served as provided in (a) and (b)
shall be deemed to be effective upon delivery. Any notice served by certified
mail shall be deposited in the United States mail with postage thereon fully
prepaid and shall be deemed effective on the day of actual delivery as shown by
the addressee's return receipt or the expiration of three business days after
the date of mailing, whichever is earlier in time.

     21.  NO ORAL MODIFICATION. This Note may not be modified or discharged
orally, but only by an agreement in writing signed by the party against whom
enforcement of any waiver, modification or discharge is sought,

     22.  TIME. Time is of the essence with regard to the performance of the
obligations of Maker in this Note and each and every term, covenant and
condition herein by or applicable to Maker.

     23.  CAPTIONS. The captions and headings of the paragraphs of this Note are
for convenience only and are not to be used to interpret, define or limit the
provisions hereof.

     24.  REPLACEMENT NOTE. Upon receipt of evidence reasonably satisfactory to
Maker of the loss, theft, destruction or mutilation of this Note, and in the
case of any such loss, theft or destruction, upon delivery of an indemnity
agreement reasonably satisfactory to Maker or, in the case of any such
mutilation, upon surrender and cancellation of this Note, Maker will execute and
deliver to Holder in lieu thereof, a replacement note dated as of the date of
this Note,

                                       10


identical in form and substance to this Note and upon such execution and
delivery all references in the Mortgage to this Note shall be deemed to refer to
such replacement note.

     25.  TRANSFER OF NOTE. Holder may, at any time, sell, transfer or assign
this Note, the Mortgage and the Related Agreements, and any or all servicing
rights with respect to this Note, or grant participations in this Note or issue
mortgage pass-through certificates or other securities evidencing a beneficial
interest in this Note. Holder may forward to any prospective purchaser or any
rating agency rating securities all documents and information Holder now has or
may acquire, as Holder determines necessary or desirable, including, without
limitation, financial information regarding Maker, its general partners,
shareholders, members or other principals.

                                  *  *  *  *  *

                            [Signature Page Follows]

                                       11


     IN WITNESS WHEREOF, Maker has caused this Mortgage Note to be duly executed
on the date first above written.


                             MAKER:

                             INLAND SOUTHEAST STONY CREEK, L.L.C.,
                             a Delaware limited liability company

                             By: INLAND WESTERN RETAIL REAL ESTATE
                                 TRUST, INC., a Maryland corporation,
                                 Its sole member

                                 By:  D A Palmer    Debra A Palmer
                                    ---------------------------------
                                 Its: Asst. Secretary
                                     ---------------------------------

                                       12


                                    EXHIBIT A

                          BASIS POINT ADJUSTMENT TABLE



       U.S. Treasury                   U.S. Treasury
        Bond or Note    Basis Point     Bond or Note      Basis Point
           Yield        Adjustment         Yield           Adjustment
       -------------    -----------    -------------      -----------
                                                       
         0.00-1.55          .00         14.07-14.24             .40
         1.56-2.69          .01         14.25-14.41             .41
         2.70-3.48          .02         14.42-14.59             .42
         3.49-4.12          .03         14.60-14.77             .43
         4.13-4.68          .04         14.78-14.94             .44
         4.69-5.17          .05         14.95-15.11             .45
         5.18-5.63          .06         15.12-15.28             .46
         5.64-6.05          .07         15.29-15.44             .47
         6.06-6.44          .08         15.45-15.61             .48
         6.45-6.82          .09         15.62-15.77             .49
         6.83-7.17          .10         15.78-15.94             .50
         7.18-7.51          .11         15.95-16.10             .51
         7.52-7.83          .12         16.11-16.26             .52
         7.84-8.14          .13         16.27-16.41             .53
         8.15-8.44          .14         16.42-16.57             .54
         8.45-8.73          .15         16.58-16.73             .55
         8.74-9.02          .16         16.74-16.88             .56
         9.03-9.29          .17         16.89-17.03             .57
         9.30-9.55          .18         17.04-17.18             .58
         9.56-9.81          .19         17.19-17.33             .59
         9.82-10.07         .20         17.34-17.48             .60
        10.08-10.31         .21         17.49-17.63             .61
        10.32-10.55         .22         17.64-17.78             .62
        10.56-10.79         .23         17.79-17.92             .63
        10.80-11.02         .24         17.93-18.07             .64
        11.03-11.25         .25         18.08-18.21             .65
        11.26-11.47         .26         18.22-18.35             .66
        11.48-11.69         .27         18.36-18.49             .67
        11.70-11.90         .28         18.50-18.63             .68
        11.91-12.11         .29         18.64-18.77             .69
        12.12-12.32         .30         18.78-18.91             .70
        12.33-12.52         .31         18.92-19.05             .71
        12.53-12.72         .32         19.06-19.18             .72
        12.73-12.92         .33         19.19-19.32             .73
        12.93-13.12         .34         19.33-19.45             .74
        13.13-13.31         .35         19.46-19.59             .75
        13.32-13.50         .36         19.60-19.72             .76
        13.51-13.69         .37         19.73-19.85             .77
        13.70-13.87         .38         19.86-19.99             .78
        13.88-14.06         .39         20.00-20.12             .79

EX-10.38

                                                                   Exhibit 10.38

                                                      Allstate Insurance Company
                                                                 Loan No. 122397

                         MORTGAGE, ASSIGNMENT OF LEASES,
                     RENTS AND CONTRACTS, SECURITY AGREEMENT
                               AND FIXTURE FILING

                                      FROM

               INLAND SOUTHEAST STONY CREEK, L.L.C., AS MORTGAGOR

                                       TO

                    ALLSTATE INSURANCE COMPANY, AS MORTGAGEE

                             DATED: January 5, 2004

                            LOAN AMOUNT: $14,162,000

                                PROPERTY ADDRESS:
                            STONEY CREEK MARKETPLACE
                           17130 MERCANTILE BOULEVARD
                              NOBLESVILLE, INDIANA



                                TABLE OF CONTENTS



ARTICLE   SECTION   DESCRIPTION                                              PAGE NUMBER
- -------   -------   -----------                                              -----------
                                                                        
   I.               COVENANTS OF MORTGAGOR........................................5

          1.01.     Performance of Obligations Secured............................5
          1.02.     Insurance.....................................................5
          1.03.     Condemnation..................................................7
          1.04.     Damage to property............................................8
          1.05.     Escrow Fund for Condemnation and Insurance Proceeds..........10
          1.06.     Taxes, Liens and other Items.................................11
          1.07.     Assignment of Leases, Contracts, Rents and profits...........12
          1.08.     Due on Sale or Encumbrance...................................16
          1.09.     Preservation and Maintenance of property.....................16
          1.10.     Use of property..............................................17
          1.11.     Alterations and Additions....................................17
          1.12.     Offset Certificates..........................................18
          1.13.     Mortgagee's Costs and Expenses...............................18
          1.14.     Protection of Security; Costs and Expenses...................19
          1.15.     Mortgagor's Covenants Respecting Collateral..................20
          1.16.     Covenants Regarding Financial Statements.....................23
          1.17.     Environmental Covenants......................................24
          1.18.     Further Assurances...........................................25
          1.19.     Mortgagor's Continued Existence..............................26

   II.              EVENTS OF DEFAULT............................................26

          2.01.     Monetary and Performance Defaults............................26
          2.02.     Bankruptcy, Insolvency, Dissolution..........................27
          2.03.     Misrepresentation............................................27
          2.04.     Default under Subordinate Loans..............................27
          2.05.     Liens........................................................27
          2.06.     Judgments....................................................27
          2.07.     Leases.......................................................28
          2.08.     Mortgagor's Continued Existence..............................28
          2.09.     Breach of Due on Sale or Encumbrance Provision...............28
          2.10.     Default under Related Agreements.............................28

   III.             REMEDIES.....................................................28

          3.01.     Acceleration.................................................28
          3.02.     Entry........................................................28
          3.03.     Judicial Action..............................................30
          3.04.     Foreclosure..................................................30
          3.05.     Rescission of Notice of Default..............................33
          3.06.     Mortgagee's Remedies Respecting Collateral...................33
          3.07.     Proceeds of Sales........................................... 33
          3.08.     Condemnation and Insurance Proceeds..........................34






ARTICLE   SECTION   DESCRIPTION                                              PAGE NUMBER
- -------   -------   -----------                                              -----------
                                                                        

          3.09.     Waiver of Marshalling, Rights of Redemption, Homestead
                      and Valuation..............................................34
          3.10.     Remedies Cumulative..........................................35
          3.11.     Nonrecourse..................................................35
          3.12.     Evasion of Prepayment Premium................................37

   IV.              MISCELLANEOUS................................................37

          4.01.     Severability.................................................37
          4.02.     Certain Charges and Brokerage Fees...........................37
          4.03.     Notices......................................................38
          4.04.     Mortgagor Not Released; Certain Mortgagee Acts...............39
          4.05.     Inspection...................................................40
          4.06.     Release or Reconveyance or Cancellation......................40
          4.07.     Statute of Limitations.......................................40
          4.08.     Interpretation.............................................. 40
          4.09.     Captions.....................................................41
          4.10.     Consent......................................................41
          4.11.     Delegation to Subagents .....................................41
          4.12.     Successors and Assigns.......................................41
          4.13.     Governing Law................................................41
          4.14.     Changes in Taxation .........................................41
          4.15.     Maximum Interest Rate........................................41
          4.16.     Time of Essence..............................................42
          4.17.     Reproduction of Documents....................................42
          4.18.     No Oral Modifications........................................42
          4.19.     Further Assurance............................................42


                                       ii


              MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
                      SECURITY AGREEMENT AND FIXTURE FILING

     THIS MORTGAGE, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS, SECURITY
AGREEMENT AND FIXTURE FILING is made as of January 5, 2004, from INLAND
SOUTHEAST STONY CREEK, L.L.C., a Delaware limited liability company
("Mortgagor"), whose mailing address is 2901 Butterfield Road, Oakbrook,
Illinois 60523, in favor of ALLSTATE INSURANCE COMPANY, an Illinois insurance
corporation ("Mortgagee") whose mailing address is c/o Allstate Investments,
LLC, Allstate Plaza South, Suite G5C, 3075 Sanders Road, Northbrook,
Illinois, 60062.

     In consideration of the indebtedness herein recited and as security for
payment and performance of the payment of both principal and interest and the
other obligations set forth below, Mortgagor has granted, conveyed, bargained,
sold, alienated, enfeoffed, released, confirmed, transferred, pledged, warranted
and mortgaged, and by these presents does hereby grant, convey, bargain, sell,
alien, enfeoff, release, confirm, transfer, pledge, warrant and mortgage unto
Mortgagee, all of Mortgagor's estate, right, title and interest in, to and under
that certain real property located in Noblesville, County of Hamilton, State of
Indiana, more particularly described in EXHIBIT A attached hereto and
incorporated herein by this reference (the "Land");

     TOGETHER with all of Mortgagor's now or hereafter acquired estate, right,
title and interest in, to and under all buildings, structures, improvements and
fixtures now existing or hereafter erected on the Land and all right, title and
interest, if any, of Mortgagor in and to the streets and roads, opened or
proposed, abutting the Land to the center lines thereof, all rights of reversion
(including, without limitation, the right of reversion retained in that certain
Limited Warranty Deed recorded with the Hamilton County Recorder of Deeds as
Instrument No. 2000-57951 and re-recorded as Instrument No. 2001-25776), and
strips within or adjoining the Land, the air space and right to use said air
space above the Land, all rights of ingress and egress on or within the Land,
all easements, rights and appurtenances thereto or used in connection with the
Land, including without limitation, all lateral support, alley and drainage
rights, all revenues, income, rents, cash or security deposits, advance rental
deposits, profits, royalties, and other benefits thereof or arising from the use
or enjoyment of all or any portion thereof (subject however to the rights and
authorities given herein to Mortgagor to collect and apply such revenues, and
other benefits), all interests in and rights, royalties and profits in
connection with all minerals, oil and gas and other hydrocarbon substances
thereon or therein, and water stock, all options to purchase or lease, all
development or other rights relating to the Land or the operation thereof or
used in connection therewith (including, without limitation, all concurrency
rights, permits, prepaid utilities and impact fees of any nature, storm water
drainage rights and reservations, sanitary sewer rights and reservations,
potable water rights and reservations, allocations of traffic trips, use, rights
and reservations, law enforcement, library, park and educational fees, uses,
rights and reservations, and any tax and utility refunds and rebates,
irrespective of the time period to which such refunds and rebates relate),
including all Mortgagor's right, title and interest in all fixtures,
attachments, partitions, machinery, equipment, building materials, appliances
and goods of every nature whatever, whether now or hereafter located on, or
attached to, the Land, all of which, including replacements and additions
thereto, shall to the fullest extent permitted by law and for the purposes of
this Mortgage, be deemed to

                                        1


be real property and, whether affixed or annexed thereto or not, be deemed
conclusively to be real property; and Mortgagor agrees to execute and deliver,
from time to time, such further instruments and documents as may be required by
Mortgagee to confirm the legal operation and effect of this Mortgage on any of
the foregoing. All of the foregoing property described in this Section (the
"Improvements") together with the Land and the hereinafter defined Collateral,
shall be hereinafter referred to as the "Property").

     MORTGAGOR HEREBY FURTHER GRANTS to Mortgagee a security interest in, and
assigns, all of Mortgagor's now existing or hereafter acquired right, title and
interest in the following with the understanding and intention that this
Mortgage shall also constitute a security agreement pursuant to the Uniform
Commercial Code of the State of Indiana.

     (A)    All equipment, fixtures, inventory, goods, farm goods, instruments,
appliances, furnishings, machinery, tools, raw materials, component parts, work
in progress and materials, and all other tangible personal property of
whatsoever kind, used or consumed in the improvement, use or enjoyment of the
Property now or any time hereafter owned or acquired by Mortgagor, wherever
located and all products thereof whether in possession of Mortgagor or whether
located on the Property or elsewhere;

     (B)    To the extent such general intangibles are assignable, all general
intangibles relating to the Property or the design, development, operation,
management and use of the Property (other than trademarks that contain the word
"Inland"), including, but not limited to, (1) all names under which or by which
the Property may at any time be owned and operated or any variant thereof, and
all goodwill in any way relating to the Property and all service marks and
logotypes used in connection therewith, (2) all permits, licenses,
authorizations, variances, land use entitlements, approvals, consents,
clearances, and rights obtained from governmental agencies issued or obtained in
connection with the Property, (3) all permits, licenses, approvals, consents,
authorizations, franchises and agreements issued or obtained in connection with
the construction, use, occupation or operation of the property, (4) all
materials prepared for filing or filed with any governmental agency, and (5) all
of the books and records of Mortgagor in any way relating to construction or
operation of the Property;

     (C)    All shares of stock or partnership interest or other evidence of
ownership of any part of the Property that is owned by Mortgagor in common with
others, including all water stock relating to the property, if any, and all
documents or rights of membership in any owners' or members' association or
similar group having responsibility for managing or operating any part of the
Property provided, however, that the foregoing shall not include any ownership
interests in Mortgagor;

     (D)    All accounts, deposit accounts, supporting obligations,
letter-of-credit rights, tax or insurance escrows or other escrows held pursuant
to or in connection with this Mortgage or otherwise in connection with the
Property, accounts receivable, instruments, documents, documents of title,
general intangibles, rights to payment and contract rights of every kind, all of
Mortgagor's rights, direct or indirect, under or pursuant to any and all
construction, development, financing, guaranty, indemnity, maintenance,
management, service, supply and warranty agreements, commitments, contracts,
subcontracts, insurance policies, licenses and

                                        2


bonds now or anytime hereafter arising from construction on the Land or the use
or enjoyment of the Property to the extent such are assignable;

     (E)    All condemnation and eminent domain proceeds (including payments in
lieu thereof) and insurance proceeds related to the Property;

     TOGETHER with all additions to, substitutions for and the products of all
of the above, and all proceeds therefrom, whether cash proceeds or noncash
proceeds, received when any such property (or the proceeds thereof) is sold,
used, exchanged, leased, licensed, or otherwise disposed of, whether voluntarily
or involuntarily. Such proceeds shall include any of the foregoing specifically
described property of Mortgagor acquired with cash proceeds. Together with, and
without limiting the above items, all Goods, Accounts, Documents, Instruments,
Money, Chattel Paper, Deposit Accounts, Letter-of-Credit Rights, Investment
Property, Equipment and General Intangibles arising from or used in connection
with the Property, as those terms are defined in the Uniform Commercial Code
from time to time in effect in the state in which the Property is located. (All
of the foregoing including such products and proceeds thereof, are collectively
referred to as "Collateral".)

     To the extent any of the Collateral described herein is personal property
owned by a tenant of the Property, then the security interest therein granted by
this Mortgage shall extend only to the reversionary interest of Mortgagor, if
any, to such personal property.

     MORTGAGOR HEREBY WARRANTS AND REPRESENTS that it is the owner in fee title
to the Property (and the Collateral) free and clear of all liens and
encumbrances except for: the lien for current real estate taxes not yet due and
payable; and such other encumbrances as are set forth in EXHIBIT C attached
hereto and incorporated herein by this reference.

     The personal property in which Mortgagee has a security interest includes
goods which are or shall become fixtures on the Property. This Mortgage is
intended to serve as a fixture filing pursuant to the terms of the applicable
provisions of the Uniform Commercial Code of the State of Indiana and the
provisions of Exhibit B are, for that purpose, incorporated herein. This filing
is to be recorded in the real estate records of the appropriate city, town or
county in which the Property is located. In that regard, the following
information is provided:

     Names of Debtor:             Inland Southeast Stony Creek, L.L.C., a
                                  Delaware limited liability company

     Organizational Number
     of Debtor                    3733893

     Address of Debtor:           See Section 4.03 hereof

     Name of Secured Party:       Allstate Insurance Company,
                                  an Illinois insurance corporation

     Address of Secured Party:    See Section 4.03 hereof.

                                        3


     Mortgagor hereby represents, warrants and agrees that at the time of
execution of this Mortgage and so long as any payments or performance obligation
of the Mortgage, Note (as defined herein) or the Related Agreements (as defined
herein) shall remain outstanding, (i) there is not and will not be any financing
statement other than those granting a security interest in favor of Mortgagee
covering the Collateral, the Property, or any part thereof, on file in any
public office, including, without limitation, the office of the Secretary of
State of the State of Delaware, the Secretary of State of the State of Indiana,
or the clerks office in any county in which the Property or Collateral are
located; (ii) that none of the Collateral is in the possession of anyone other
than Mortgagor; and (iii) that all of the Collateral has been in continuous,
exclusive possession of Mortgagor.

     TO HAVE AND TO HOLD the Property hereby conveyed or mentioned and intended
so to be, unto Mortgagee, its successors and assigns, forever subject to and for
the purposes and uses herein set forth. This Mortgage secures:

     (A)    The repayment of the indebtedness evidenced by that certain Mortgage
Note (the "Note") of even date herewith with a maturity date of January 1, 2011,
executed by Mortgagor and payable to the order of Mortgagee, in the principal
sum of FOURTEEN MILLION ONE HUNDRED SIXTY TWO THOUSAND DOLLARS ($14,162,000),
with interest thereon as provided therein and all late charges, loan fees,
commitment fees, Prepayment Premium (as described in the Note), and all
extensions, renewals, modifications, amendments and replacements of the Note;

     (B)    The payment of all other sums which may be advanced by or otherwise
be due to Mortgagee under any provision of this Mortgage or under any other
instrument or document referred to in clause (C) below or otherwise, with
interest thereon at the rate provided herein or therein;

     (C)    The performance of each and every covenant and agreement of
Mortgagor contained (1) herein, in the Note, or in any note evidencing a Future
Advance (as hereinafter defined), and (2) in the obligations of Mortgagor upon
any and all pledge or other security agreements, loan agreements, disbursement
agreements, supplemental agreements, environmental indemnity agreements (the
foregoing shall not include the Commitment Letter between Mortgagor and
Mortgagee), assignments (both present and collateral) and all instruments of
indebtedness or security now or hereafter executed by Mortgagor in connection
with any indebtedness referred to in clauses (A), (B), (D), (E) or (F) of this
Section (including but not limited to the Assignment of Leases and Rents of even
date herewith from Mortgagor to Mortgagee (the "Assignment of Leases and
Rents") or for the purpose of supplementing or amending this Mortgage or any
instrument secured hereby (all of the foregoing in this clause(C), as the same
may be amended, modified or supplemented from time to time, together with the
Note and this Mortgage, being referred to hereinafter as "Related Agreements")
and all costs and expenses, including reasonable attorneys' and paralegals' fees
with respect to all such documents, including, without limitation, the
negotiation and drafting of any loan settlement or workout agreement;

     (D)    All costs, expenses, losses, damages and other charges sustained or
incurred by Mortgagee because of: (1) Mortgagor's default in payment or
performance, as the case may be,

                                        4


of any provision contained in this Mortgage or in any Related Agreement; (2)
defense of actions instituted by Mortgagor or a third party against Mortgagee
arising out of or related to the loan evidenced by the Note (the "Loan"), or in
the realizing upon, protecting, perfecting or defending the Property or the
Collateral; or (3) actions brought or defended by Mortgagee in enforcing
Mortgagee's security interest in the Property or the Collateral. All of these
costs and expenses include reasonable attorneys' fees and paralegals' fees,
whether incurred with respect to collection, litigation, bankruptcy proceedings,
interpretation, dispute, negotiation, trial, appeal, defensive actions
instituted by a third party against mortgagee, or enforcement or any judgment
based upon the Note, this Mortgage, or any of the Related Agreements, whether or
not suit is brought to collect such amounts or to enforce such rights or, if
brought, is prosecuted to judgment;

     (E)    All costs, expenses, and amounts arising under or pursuant to any
indemnity contained within the Note, this Mortgage, or in any of the Related
Agreements, or in any separate agreement executed by Mortgagor in favor of
Mortgagee; and

     (F)    The repayment of any other loans or advances, with interest thereon,
hereafter made to Mortgagor (or any successor in interest to Mortgagor as the
owner of the Property or any part thereof) by Mortgagee when the promissory note
evidencing the loan or advance specifically states that said note is secured by
this Mortgage, together with all extensions, renewals, modifications, amendments
and replacements thereof (herein and in the Related Agreements "Future
Advance"), provided that notwithstanding anything herein to the contrary, the
total amount secured by this Mortgage, including the amounts due under the Note
and capitalized interest, costs and impositions, shall not exceed in the
aggregate $100,000,000. The parties hereby acknowledge and intend that all such
advances, including Future Advances whenever hereafter made, shall be a lien
from the time this Mortgage is recorded.

                                    ARTICLE I

                             COVENANTS OF MORTGAGOR

     To protect the security of this Mortgage, and as additional consideration
to Mortgagee, Mortgagor covenants, warrants and agrees as follows:

     1.01.  PERFORMANCE OF OBLIGATIONS SECURED. Mortgagor shall promptly pay
when due the principal of and interest on the indebtedness evidenced by the
Note, the principal of and interest on any Future Advance, any Prepayment
Premium and late charges provided for in the Note or in any note evidencing a
Future Advance, and shall further perform fully and in a timely manner all other
obligations of Mortgagor contained herein or in the Note or in any note
evidencing a Future Advance or in any of the Related Agreements.

     1.02   INSURANCE. For all times during the period there remains any
indebtedness under the Note, or any and all other indebtedness (including
without limitation Future Advances) secured by this Mortgage, Mortgagor shall
keep the Property insured against all risks or hazards as Mortgagee may
reasonably require. Such insurance shall be in policy form, amount and coverage
reasonably satisfactory to Mortgagee, including, but not limited to:

                                        5


     (A)    Fire and extended coverage on an "all risk" replacement cost basis,
in an amount equal to the insurable value of the Improvements, without
coinsurance or deducting for depreciation, containing a waiver of subrogation
clause and a deductible amount acceptable to Mortgagee;

     (B)    General public liability insurance, in such form, amount and
deductible satisfactory to Mortgagee, and naming Mortgagee c/o Mortgagee's
servicing agent, if any, as additional insured covering Mortgagee's interest in
the Property;

     (C)    Business interruption or rent loss insurance endorsement in an
amount at least equal to 100 percent of the sum of: annual debt service on the
Note, the annual debt service on any other financing permitted by Mortgagee,
ground rents, if any, and operating expenses (without contribution from
Mortgagor for a period of 12 months), including, without limitation, real estate
taxes and assessments and insurance, for the Property;

     (D)    Flood insurance (whether or not available through the National Flood
Insurance Program) sufficient to cover any damage which may be anticipated in
the event of flood unless Mortgagor has provided Mortgagee evidence satisfactory
to Mortgagee that no portion of the Property is located within the boundaries of
the 100 year flood plain (Flood Zone A);

     (E)    "Dram shop" insurance if alcoholic beverages are sold on the
Property;

     (F)    Boiler and machinery insurance when risks covered thereby are
present and Mortgagee requires such insurance; and

     (G)    Earthquake insurance if Mortgagee requires such insurance.

     The insurance coverages described in subsections (A), (C), (D), (F), and
(G) above shall name Mortgagee c/o Mortgagee's servicing agent, if any, under a
standard noncontributory mortgagee loss payable clause (and naming Mortgagee as
loss payee for rent loss coverage) or otherwise directly insure Mortgagee's
interest in the Property. All losses under said insurance shall be payable to
Mortgagee in the manner provided in Sections 1.04 and 1.05 hereof. All policies
of insurance required under this Section 1.02 shall be with a company or
companies with a policy rating of A and financial rating of at least Class X in
the most current edition of Best's Key Rating Guide and authorized to do
business in the state in which the Property is located. All policies of
insurance shall provide that they will not be canceled or modified without 30
days' prior written notice to Mortgagee. True copies of the above mentioned
insurance policies or evidence of such insurance (in the form of Accord Form 27)
satisfactory to Mortgagee shall be delivered to and held by Mortgagee. True
copies of all renewal and replacement policies or evidences of such insurance
forms (Accord Form 27) thereof shall be delivered to Mortgagee at least 30 days
before the expiration of the expiring policies. If any renewal or replacement
policy is not obtained as required herein, Mortgagee is authorized to obtain the
same in Mortgagor's name and at Mortgagor's expense. Mortgagee shall not by the
fact of failing to obtain any insurance, incur any liability for or with respect
to the amount of insurance carried, the form or legal sufficiency of insurance
contracts, solvency of insurance companies, or payment or defense of lawsuits,
and Mortgagor hereby expressly assumes full responsibility therefor and all
liability, if any, with respect thereto.

                                        6


     1.03.  CONDEMNATION.

     (A)    Immediately upon obtaining knowledge of the commencement or threat
of any action in connection with (1) any condemnation, (2) any other taking of
the Property or any part thereof by any public authority or private entity
having the power of eminent domain, or (3) any conveyance in lieu of such
condemnation or taking of the Property or any part thereof ("Condemnation"),
Mortgagor shall notify Mortgagee in writing but in no event later than ten (10)
days after Mortgagor obtains knowledge of the commencement of or threat or
likelihood of a Condemnation. Mortgagee shall have the right, but not the
obligation, to participate in any proceedings relating to any Condemnation and
may, in its sole discretion, consent or withhold its consent to any settlement,
adjustment, or compromise of any claims arising from the Condemnation and no
such settlement, adjustment or compromise shall be final or binding upon
Mortgagee without Mortgagee's prior consent.

     (B)    Except as expressly provided in Section 1.03(C), if all or part of
the Property is taken by Condemnation and Mortgagee in its reasonable judgment
determines that the remainder of the Property, if any, cannot be operated as an
economically viable entity at substantially the same level of operations as
immediately prior to such Condemnation, then all proceeds of the Condemnation
("Condemnation Proceeds") shall be paid over to Mortgagee and shall be applied
first toward reimbursement of the costs and expenses (including reasonable
attorneys' and paralegals' fees) of Mortgagee, if any, in connection with the
recovery of such Condemnation Proceeds, and then, in the sole and absolute
discretion of Mortgagee and without regard to the adequacy of its security under
this Mortgage, shall be applied against all amounts due hereunder or under the
Note and any remaining Condemnation Proceeds shall be released to Mortgagor.
Partial prepayment of the Note under this Section 1.03(B) with Condemnation
Proceeds shall not be subject to the Prepayment Premium; however, such partial
prepayment shall not entitle Mortgagor to prepay the portion of the Note
remaining unpaid after application of the Condemnation Proceeds. Full or partial
prepayment of the balance shall continue to be subject to the terms and
conditions of the Note, including the No-Prepayment Period and the Prepayment
Premium described therein.

     (C)    If less than all of the Property is taken by Condemnation and
Mortgagee in its reasonable judgment determines that the remainder of the
Property can be operated as an economically viable entity at substantially the
same level of operations as immediately prior to such Condemnation, then
Mortgagor shall diligently restore the Property to a condition and use as close
as possible to its condition immediately prior to the Condemnation and all
Condemnation Proceeds shall be made available to Mortgagor for such restoration.
If the estimated cost of restoration, as reasonably determined by Mortgagee, is
equal to or less than One Hundred Fifty Thousand Dollars ($150,000), all
Condemnation Proceeds shall be released directly to Mortgagor for restoration of
the Property. If the estimated cost of restoration exceeds One Hundred Fifty
Thousand Dollars ($150,000), all Condemnation Proceeds shall be deposited into
an escrow fund in accordance with Section 1.05 below. Mortgagee shall have the
right to obtain an opinion of an independent contractor or engineer satisfactory
to Mortgagee, at Mortgagor's expense, to estimate the cost to restore the
remaining portion of the Property. If the amount of the Condemnation Proceeds is
not sufficient to restore the Property based on the opinion of an independent
contractor or engineer, subject to revision as restorations are made, Mortgagor
shall

                                        7


be obligated to pay the difference toward the restoration of the Property, prior
to the disbursement of any Condemnation Proceeds to, or for the account of,
Mortgagor.

     (D)    If an Event of Default exists at any time from the time of a
Condemnation through the completion of restoration and payment of any
Condemnation Proceeds, the use of the Condemnation Proceeds shall be governed by
the remedies set forth in Article III below. If an event has occurred which with
notice, the passage of time, or both, could become an Event of Default, then,
the Condemnation Proceeds shall be held by Mortgagee or in the Escrow Fund (as
defined below), as applicable, pending cure of such event prior to the
expiration of any applicable cure or grace period. The application of any
Condemnation Proceeds to the indebtedness secured hereby shall not cure or waive
any Event of Default hereunder, or invalidate any act done pursuant to any
notice thereof.

     1.04.  DAMAGE TO PROPERTY.

     (A)    Promptly upon obtaining knowledge of any damage to the Property or
any part thereof with an estimated cost of restoration in excess of Fifty
Thousand Dollars ($50,000), but in no event later than ten (10) days after
Mortgagor obtains such knowledge, Mortgagor shall notify Mortgagee of such
damage in writing. Mortgagor shall diligently restore the Property to the same
condition that existed immediately prior to the damage whether or not insurance
proceeds are sufficient for such restoration. All proceeds of any insurance on
the Property ("Insurance Proceeds") received by Mortgagor shall be applied to
such restoration. Mortgagee shall have the right to obtain an opinion of an
independent contractor or engineer satisfactory to Mortgagee, at Mortgagor's
expense, to estimate the cost to restore the Property to its original condition,
which opinion may be revised as restorations are made. If the amount of the
Insurance Proceeds is not sufficient to restore the Property based on an
independent contractor's or engineer's opinion, subject to revision as
restorations are made, Mortgagor shall be obligated to pay the difference toward
the restoration of the Property, prior to the application of any Insurance
Proceeds to such restoration as provided herein.

     (B)    If the estimated cost of restoration is equal to or less than One
Hundred Fifty Thousand Dollars ($150,000), Mortgagor shall promptly settle and
adjust any claims under the insurance policies which insure against such risks
and, upon receipt of the Insurance Proceeds, Mortgagee shall deliver such to
Mortgagor for use in restoration of the Property.

     (C)    If the estimated cost of restoration is greater than One Hundred
Fifty Thousand Dollars ($150,000), Mortgagee shall have the right, but not the
obligation, to participate in the settlement of the insurance claims and may, in
its sole discretion, consent or withhold its consent to any settlement,
adjustment, or compromise of such insurance claims and no such settlement,
adjustment, or compromise shall be final or binding upon Mortgagee without its
prior consent. Upon settlement of insurance claims, and if Mortgagor can
demonstrate to the reasonable satisfaction of Mortgagee that the projected ratio
of Net Operating Income, as defined below, to annual debt service due under the
Notes and any other notes secured by the Property ("Debt Coverage Ratio") will
be at least one hundred five percent (105%) for the twelve (12) months
immediately following reconstruction of the Property, the Insurance Proceeds
shall be deposited into an escrow fund in accordance with Section 1.05 below.

                                        8


     As used in this Mortgage, "Net Operating Income" shall mean:

     (i)    all gross operating revenues anticipated to be received during the
following twelve-month period based on leases in effect as of the date of
calculation and only for such time as those leases are contracted to remain in
effect without expiration by their terms or optional termination by the tenant
(unless the tenant has waived its termination rights in writing or the term of
the lease has been extended in writing), including without limitation all
amounts to be received from tenants as payment of operating expenses (including
real estate taxes and insurance and/or other operating expenses reimbursed by
tenants) but not including refundable deposits, lease termination payments,
excess tenant improvement and leasing commission payments included as additional
rent, principal or interest payments received by Mortgagor on loans to tenants
and fees and reimbursements for work performed for tenants by Mortgagor, LESS:

     (ii)   all amounts, calculated on a pro forma basis, for the operation or
maintenance of the Property for the following 12 month period, including ground
rents, the cost of property management (which shall be no less than four percent
of gross revenues), maintenance, cleaning, security, landscaping, parking
maintenance and utilities, and other costs and expenses approved in writing by
Mortgagee and amounts reasonably estimated by Mortgagee for the payment of real
estate taxes and assessments and other taxes related to the operation of the
Property, insurance premiums, necessary repairs and future replacements of
equipment; payments under the Note shall not be included in Net Operating
Income.

     Notwithstanding the foregoing, if any of the Related Agreements require a
historical calculation of Net Operating Income, it shall be calculated on a cash
basis for the previous twelve-month period as of the date of such calculation.

     (D)    If in the reasonable judgment of Mortgagee the conditions of Section
1.04(C) cannot be satisfied, then at any time from and after the occurrence of
the damage, upon written notice to Mortgagor, Mortgagee may declare the entire
balance of the Note and/or any Future Advances then outstanding and accrued and
unpaid interest thereon, and all other sums or payments required thereunder or
under this Mortgage, without any Prepayment Premium (provided there is no Event
of Default hereunder), to be immediately due and payable, and all Insurance
Proceeds shall be applied by Mortgagee first to the reimbursement of any costs
or expenses incurred by Mortgagee in connection with the damage or the
determination to be made hereunder, and then to the payment of the indebtedness
secured by this Mortgage in such order as Mortgagee may determine in its sole
discretion.

     (E)    Notwithstanding any provision herein to the contrary, if an Event of
Default exists at any time from the time of damage through the completion of
restoration and the final release of any Insurance Proceeds to Mortgagor, the
use of the Insurance Proceeds shall be governed by the remedies set forth in
Article III below. If an event has occurred which with notice, the passage of
time, or both, could become an Event of Default, then the Insurance Proceeds
shall be held by Mortgagee or in the Escrow Fund, as applicable, pending cure of
such event prior to the expiration of any applicable cure or grace period. The
application of any Insurance Proceeds to the indebtedness secured hereby shall
not cure or waive any Event of Default hereunder or invalidate any act done
pursuant to any notice thereof.

                                        9


     1.05.  ESCROW FUND FOR CONDEMNATION AND INSURANCE PROCEEDS.

     (A)    In the circumstances indicated above in subsections 1.03(C) and
1.04(C), all Condemnation Proceeds and Insurance Proceeds ("Proceeds") shall be
deposited in an interest bearing escrow fund ("Escrow Fund"). The escrow agent
and the form of the escrow agreement shall be reasonably satisfactory to
Mortgagee and Mortgagor. The costs and fees of such escrow agent shall be paid
by Mortgagor. If the amount of the Proceeds is not sufficient to restore the
Property based on an independent contractor's or engineer's opinion obtained by
Mortgagee at Mortgagor's expense, subject to revision as restorations are made,
Mortgagor shall be obligated to deposit in the Escrow Fund the difference
between the contractor's or engineer's estimate and the amount of the Proceeds
or deliver to the escrow agent an irrevocable, unconditional letter of credit
issued in the amount of such difference in a form and by a financial institution
acceptable to Mortgagee or other cash equivalent acceptable to Mortgagee.
Mortgagor's funds, if necessary, and the Proceeds shall be deposited into the
Escrow Fund and shall not be released by the escrow agent unless used to restore
the Property to its original condition and unless a disbursement agent
satisfactory to Mortgagee and Mortgagor approves such disbursements from time to
time. The escrow agreement shall provide that the escrow agent shall only
disburse funds to Mortgagor so long as the restoration work is being diligently
performed by Mortgagor and only after (1) Mortgagor has delivered to Mortgagee
and Mortgagee has approved the plans and specifications for the restoration of
the Property; (2) Mortgagor has executed a contract acceptable to Mortgagee with
a general contractor acceptable to Mortgagee for the restoration of the
Property; (3) the general contractor has submitted lien waivers and/or releases,
executed by the general contractor and all subcontractors and suppliers which
may be partial to the extent of partial payments and which, in the case of
releases, may be contingent upon payment if the escrow agent makes payment
directly to such contractor, subcontractor or supplier; (4) Mortgagor has
furnished Mortgagee with an endorsement to its title policy showing no
additional exceptions; and (5) Mortgagor has deposited its funds in the Escrow
Fund as provided in this Section and has submitted such other documents and
information as may be reasonably requested by Mortgagee to determine that the
work to be paid for has been performed in accordance with the plans and
specifications reasonably approved by Mortgagee. If any requisition for payment
of work performed is for an amount which would result in the remaining balance
of the Escrow Fund to be insufficient to complete the remainder of the
restoration, Mortgagor shall advance the requisite amount in cash to the Escrow
Fund immediately upon written request from the disbursement agent or Mortgagee.
Any failure by Mortgagor to satisfy any of the conditions to the disbursement of
Proceeds set forth in this Section upon demand by Mortgagee shall constitute a
Performance Default, as hereinafter defined.

     (B)    Any Condemnation Proceeds and any interest thereon remaining in the
Escrow Fund after payment of the costs to complete the restoration of the
Property pursuant to the approved plans and specifications and the costs of the
escrow agent and other costs described in Section 1.05(A) shall be paid first,
to Mortgagor to the extent of any funds of Mortgagor's contributed to the
restoration pursuant to Section 1.05(A) (so long as there is no Event of Default
or an event which with notice, the passage of time, or both, could become an
Event of Default); thereafter any remaining Condemnation Proceeds shall be
returned to Mortgagor (i) if in Mortgagee's sole discretion (reasonably
exercised) the restoration of the Property has been completed in a satisfactory
manner and with satisfactory results and (ii) so long as there is no Event of
Default or an event which with notice, the passage of time, or both, could
become an

                                       10


Event of Default. If the conditions of Section 1.05(B)(i) are not satisfied,
then any remaining Condemnation Proceeds shall be applied to the partial payment
or prepayment of the Note without payment of any Prepayment Premium; provided,
however, that any such partial prepayment shall not entitle Mortgagor to prepay
the portion of the Note remaining unpaid after application of the Proceeds.
Prepayment of the balance shall continue to be subject to the terms and
conditions of the Note, including the No-Prepayment Period and the Prepayment
Premium described therein. If an Event of Default exists, the use of the
Condemnation Proceeds shall be governed by Article III below. If, however, an
event exists which with notice, the passage of time, or both, could become an
Event of Default, the remaining balance in the Escrow Fund shall be held by the
escrow agent pending cure of the event prior to the expiration of any applicable
cure or grace period.

     (C)    Any Insurance Proceeds and any interest thereon remaining in the
Escrow Fund after payment of the costs to complete the restoration of the
Property pursuant to the approved plans and specifications and the costs of the
escrow agent and other costs described in Section 1.05(A) shall be paid first,
to Mortgagor to the extent of any funds of Mortgagor's contributed to the
restoration pursuant to Section 105)(A) (so long as there is no Event of Default
or an event which with notice, the passage of time, or both, could become an
Event of Default); thereafter any remaining Insurance Proceeds shall be returned
to Mortgagor (i) if in Mortgagee's sole discretion (reasonably exercised) the
restoration of the Property has been completed in a satisfactory manner and with
satisfactory results and (ii) so long as there is no Event of Default or an
event which with notice, the passage of time, or both, could become an Event of
Default. If the conditions of Section 1.05(C)(i) are not satisfied, then any
remaining Insurance Proceeds shall be applied to the partial payment or
prepayment of the Note without payment of any Prepayment Premium; provided,
however, that any such partial prepayment shall not entitle Mortgagor to prepay
the portion of the Note remaining unpaid after application of the Proceeds.
Prepayment of the balance shall continue to be subject to the terms and
conditions of the Note, including the No-Prepayment Period and the Prepayment
Premium described therein. If an Event of Default exists, the use of the
Insurance Proceeds shall be governed by Article III below. If, however, an event
exists which with notice, the passage of time, or both, could become an Event of
Default, the remaining balance in the Escrow Fund shall be held by the escrow
agent pending cure of the event prior to the expiration of any applicable cure
or grace period.

     1.06.  TAXES, LIENS AND OTHER ITEMS.

     (A)    Mortgagor shall pay or cause to be paid any and all taxes, bonds,
assessments, fees, liens, charges, fines, impositions and any accrued interest
or penalty thereon, and any and all other items which are attributable to or
affect the Property (collectively, "Impositions") by making payment prior to
delinquency directly to the payee thereof and promptly furnish copies of paid
receipts for these to Mortgagee. Mortgagor shall promptly discharge or bond any
lien or encumbrance on the Property whether or not said lien or encumbrance has
or may attain priority over this Mortgage. This Mortgage shall be the sole
encumbrance on the Property and, if with the consent of Mortgagee it is not the
sole encumbrance, then it shall be prior to any and all other liens or
encumbrances on the Property. Mortgagor may in good faith and with due diligence
protest the payment of any Imposition which it believes unwarranted or excessive
and may defer payment of such Imposition pending conclusion of such contest if
legally permitted to do so, provided that the priority of this Mortgage and
Mortgagee's security is not materially and

                                       11


adversely affected and that Mortgagor shall have furnished Mortgagee or the
taxing authority such security as may be required.

     (B)    As further security for the payment of the Note and the payment of
real estate taxes, regular or special assessments and insurance premiums,
Mortgagor shall be required to deposit one-twelfth (1/12) of the annual amounts
of such items as estimated by Mortgagee, with each monthly payment on the Note,
so that Mortgagee will hold a sufficient amount to pay all such charges not less
than thirty (30) days prior to the date on which such items become due and
payable. Mortgagee shall be furnished evidence to allow it to estimate such
amounts, including paid receipts or annual insurance premium statements,
assessment notices and tax receipts. All funds so deposited shall, until applied
to the payment of the aforesaid items, as hereinafter provided, be held by
Mortgagee without interest (except to the extent required under applicable law)
and may be commingled with other funds of Mortgagee. All funds so deposited
shall be applied to the payment of the aforesaid items only upon the
satisfaction of the following conditions: (1) no Event of Default or event,
which with notice or the passage of time or both could become an Event of
Default, shall have occurred; (2) Mortgagee shall have sufficient funds to pay
the full amounts of such items (which funds may include amounts paid solely for
such purpose by Mortgagor in addition to the escrowed funds); and (3) Mortgagor
shall have furnished Mortgagee with prior written notification that such items
are due and with the bills and invoices therefor in sufficient time to pay the
same before any penalty or interest attaches and before policies of insurance
lapse, as the case may be, and shall have deposited any additional funds as
Mortgagee may determine as necessary to pay such items.

     (C)    Mortgagee expressly disclaims any obligation to pay the aforesaid
items unless and until Mortgagor complies with all of the provisions set forth
in subsections 1.06(A) and (B). Mortgagor hereby pledges and grants a security
interest in any and all monies now or hereafter deposited pursuant to subsection
1.06(B) as additional security for the Note and Related Agreements. If any Event
of Default shall have occurred, or if the Note shall be accelerated as herein
provided, all funds so deposited may, at Mortgagee's option, be applied as
determined solely by Mortgagee or to cure said Event of Default or as provided
in this Section 1.06. In no event shall Mortgagor claim any credit against the
principal and interest due hereunder for any payment or deposit for any of the
aforesaid items.

     1.07.  ASSIGNMENT OF LEASES, CONTRACTS, RENTS AND PROFITS.

     (A)    Mortgagor hereby absolutely, presently and unconditionally grants,
assigns, transfers, conveys and sets over to Mortgagee, subject to all of the
terms, covenants and conditions set forth herein, all of Mortgagor's right,
title and interest in and to the following whether arising under the Leases (as
defined herein), by statute, at law, in equity, or in any other way:

            (1)  All of the leases of the Property which are in effect on the
     date hereof and all leases entered into or in effect from time to time
     after the date hereof, including, without limitation, all amendments,
     extensions, replacements, modifications and renewals thereof and all
     subleases, concession agreements, any ground leases or ground subleases and
     all other agreements affecting the same (the "Leases") and all guaranties
     thereunder;

                                       12


            (2)  All of the rents, income, profits, revenue, security deposits,
     judgments, Condemnation Proceeds, Insurance Proceeds, unearned insurance
     premiums, all termination and/or cancellation payments received by
     Mortgagor in connection with any Lease, proceeds from the surrender, sale
     or other disposition of any Lease, any other fees or sums payable to
     Mortgagor or any other person as landlord and any award or payment in
     connection with any enforcement action of any Lease, including, without
     limitation, any award to Mortgagor made hereafter in any court involving
     any of the tenants under the Leases in any bankruptcy, insolvency, or
     reorganization proceeding in any state or federal court, and Mortgagor's
     right to appear in any action and/or to collect any such award or payment,
     and all payments by any tenant in lieu of rent (collectively, "Rents and
     Profits"); and

            (3)  All contracts, agreements, management, operating and
     maintenance agreements, warranties, licenses, permits, guaranties and sales
     contracts relating to the Property and the Collateral entered into by, or
     inuring to the benefit of, Mortgagor (the "Contracts").

     (B)    Notwithstanding the provisions of subsection 1.07(A), so long as no
Event of Default has occurred and is continuing hereunder, and, subject to
subsection 1.07(F) and Article III, Mortgagor shall have a license to manage the
Property; to collect, receive and use all Rents and Profits in accordance with
the terms of the Leases; to let the Property subject to the terms hereof and to
take all actions which a reasonable and prudent landlord would take in enforcing
the provisions of the Leases and Contracts; provided, however, that all amounts
so collected shall be applied toward operating expenses, real estate taxes and
insurance relating to the Property, capital repair items necessary to the
operation of the Property on a current basis, and the payment of sums due and
owing under the Note and this Mortgage prior to any other expenditure or
distribution by Mortgagor. From and after the occurrence of an Event of Default
(whether or not Mortgagee shall have exercised Mortgagee's option to declare the
Note immediately due and payable), such license shall be automatically revoked
without any action required by Mortgagee. Any amounts received by Mortgagor or
its agents in the performance of any acts prohibited by the terms of this
Mortgage, including but not limited to any amounts received in connection with
any cancellation, modification or amendment of any of the Leases prohibited by
the terms of this Mortgage and any amounts received by Mortgagor as rents,
income, issues or profits from the Property from and after the occurrence of an
Event of Default under this Mortgage, the Note, or any of the other Related
Agreements, shall be held by Mortgagor as trustee for Mortgagee and all such
amounts shall be accounted for to Mortgagee and shall not be commingled with
other funds of the Mortgagor. Any person acquiring or receiving all or any
portion of such trust funds shall acquire or receive the same in trust for
Mortgagee as if such person had actual or constructive notice that such funds
were impressed with a trust in accordance herewith.

     (C)    Upon the occurrence of an Event of Default, Mortgagee shall have the
right but not the obligation to perform as landlord under the Leases and as a
party under the Contracts. The assignment of Rents and Profits set forth herein
constitutes an irrevocable direction and authorization to all tenants under the
Leases to pay all Rents and Profits to Mortgagee upon demand and without further
consent or other action by Mortgagor. Mortgagor irrevocably appoints Mortgagee
its true and lawful attorney, at the option of Mortgagee at any time after the

                                       13


occurrence of an Event of Default, to demand, receive and enforce payment, to
give receipts, releases and satisfactions, and to sue, either in the name of
Mortgagor or in the name of Mortgagee, for all such Rents and Profits and apply
the same to the indebtedness secured by this Mortgage.

     (D)    Neither the foregoing assignment of Rents and Profits, Leases and
Contracts to Mortgagee nor the exercise by Mortgagee of any of its rights or
remedies under Article III shall be deemed to make Mortgagee a
"mortgagee-in-possession" or otherwise liable in any manner with respect to the
Property, unless Mortgagee, in person or by agent, assumes actual possession
thereof. Nor shall appointment of a receiver for the Property by any court at
the request of Mortgagee or by agreement with Mortgagor, or the entering into
possession of the Property by such receiver, be deemed to make Mortgagee a
"mortgagee-in-possession" or otherwise liable in any manner with respect to the
Property, Collateral or any of the Rents and Profits.

     (E)    In the event Mortgagee collects and receives any Rents and Profits
under this Section 1.07 pursuant to any Monetary or Performance Default as
defined in Section 2.01 hereof, such collection or receipt shall in no way
constitute a curing of the Monetary or Performance Default.

     (F)    Mortgagor shall not, without the prior written consent of Mortgagee,
(1) enter into any lease, extend or renew any Lease (other than extensions or
renewals in accordance with the terms of a lease approved by Mortgagee), or
consent to or permit the assignment or subletting of any Leases (other than
assignments or subleases in accordance with the terms of a lease approved by
Mortgagee), or amend or terminate any Lease; (2) alter, modify, change or
terminate the terms of any guaranties of any Leases; (3) create or permit any
lien or encumbrance which, upon foreclosure, would be superior to any such
Leases or in any other manner impair Mortgagee's rights and interest with
respect to the Rents and Profits; (4) pledge, transfer, mortgage or otherwise
encumber or assign the Leases, the Contracts or the Rents and Profits; or (5)
collect rents more than 30 days prior to their due date. Notwithstanding the
foregoing, so long as no Event of Default has occurred and is continuing
hereunder, Mortgagor may enter into Leases, extend or renew Leases, and permit
the assignment or sublease of Leases which demise 10,000 rentable square feet or
less for a term of five years or less ("Non-material Leases"), provided they are
on rental rates, including rental concessions, at least equal to that charged
for comparable properties within the Property's submarket area, have been
negotiated at arm's length, and do not contain material modifications to the
form of lease previously approved by Mortgagee. Mortgagor may also amend
Non-material Leases without Mortgagee's prior written consent if, in Mortgagor's
prudent business judgment, such amendments are necessary and do not impair the
value of the Property. Mortgagee will not unreasonably withhold or delay its
consent to any item submitted to it for approval pursuant to subsections
1.07(F)(1) or (2) above. Any lease submitted for Mortgagee's consent shall, at
Mortgagee's option, be accompanied by a Subordination, Nondisturbance and
Attornment Agreement in Mortgagee's then current form or another form reasonably
acceptable to Mortgagee.

     (G)    Mortgagor shall promptly give notice to Mortgagee of any default
under any of the Leases meeting the criteria of a lease for which Mortgagee's
consent would have been required pursuant to Section 1.07(F) regardless of
whether such Leases were executed before or after the date of this Mortgage,
together with a complete copy of any notices delivered to or by

                                       14


the tenant as a result of such default. Mortgagee shall have the right, but not
the obligation, to cure any default of Mortgagor under any of the Leases and all
amounts disbursed in connection with said cure shall be deemed to be
indebtedness secured hereby.

     (H)    Mortgagee shall have the right to approve any lease forms used by
Mortgagor for lease of space in the Property.

     (I)    Mortgagor hereby represents, warrants and agrees that:

     (1)    Mortgagor has the right, power and capacity to make this assignment
and that no person, firm or corporation or other entity other than Mortgagor has
or will have any right, title or interest in or to the Leases or the Rents and
Profits.

     (2)    Mortgagor shall, at its sole cost and expense, perform and discharge
all of the obligations and undertakings of the landlord under the Leases.
Mortgagor shall enforce the performance of each obligation of the tenants under
the Leases and will appear in and prosecute or defend any action connected with
the Leases or the obligations of the tenants thereunder.

     (J)    Mortgagee shall not be obligated to perform or discharge, nor does
it hereby undertake to perform or discharge, any obligation, duty or liability
under the Leases or under or by reason of this assignment. Mortgagor shall and
does hereby agree to indemnify Mortgagee for and to defend and hold Mortgagee
harmless from any and all liability, loss or damage which Mortgagee may or might
incur under the Leases or under or by reason of this assignment, and from any
and all claims whatsoever which may be asserted against Mortgagee by reason of
any alleged obligations or undertakings on Mortgagee's part to perform or
discharge any of the terms, covenants or agreements contained in the Leases;
provided, however, that the foregoing indemnity shall not apply to the extent
any of the foregoing arises wholly or in substantial part from the gross
negligence or willful misconduct of Mortgagee. Should Mortgagee incur any
liability, loss or damage under the Leases or under or by reason of this
assignment, or in the defense of any of such claims or demands, the amount
thereof, including costs, expenses and attorneys' and paralegals' fees at all
trial and appellate levels and whether suit be brought or not, shall be secured
by this Mortgage; and Mortgagor shall reimburse Mortgagee therefor immediately
upon demand, and upon failure of Mortgagor to do so, Mortgagee may declare all
sums so secured to be immediately due and payable.

     (K)    Mortgagee may take or release other security, may release any party
primarily or secondarily liable for any indebtedness secured hereby, may grant
extensions, renewals or indulgences with respect to such indebtedness, and may
apply any other security therefor held by it to the satisfaction of such
indebtedness, without prejudice to any of its rights hereunder.

     (L)    Nothing herein contained and no act done or omitted by Mortgagee
pursuant to the powers and rights granted it herein shall be deemed to be a
waiver by Mortgagee of its other rights and remedies under the Note, this
Mortgage and the Related Agreements, and this assignment is made and accepted
without prejudice to any of the other rights and remedies possessed by Mortgagee
under the terms thereof. The right of Mortgagee to collect said indebtedness and
to enforce any other security therefor held by it may be exercised by Mortgagee
either prior to, simultaneously with, or subsequent to any action taken by it

                                       15


hereunder. It is the intent of both Mortgagor and Mortgagee that this assignment
be supplementary to, and not in substitution or derogation of, any other
provision contained in this Mortgage giving Mortgagee any interest in or rights
with respect to the Leases or Rents and Profits.

     (M)    Neither this assignment nor pursuit of any remedy hereunder by
Mortgagee shall cause or constitute a merger of the interests of the tenant and
Mortgagor under any of the Leases such that any of the Leases hereby assigned
are no longer valid and binding legal obligations of the parties executing the
same.

     (N)    Mortgagor agrees, from time to time, to execute and deliver, upon
demand, all assignments and any and all other writings as Mortgagee may
reasonably deem necessary or desirable to carry out the purpose and intent
hereof, or to enable Mortgagee to enforce any right or rights hereunder.

     1.08.  DUE ON SALE OR ENCUMBRANCE. Neither Mortgagor nor its sole member,
shall, without the prior written consent of Mortgagee: (i) create, effect,
consent to, suffer to exist, assume, incur, permit (voluntarily or
involuntarily, by operation of law or otherwise) any direct or indirect
conveyance, sale, assignment, transfer, grant, lien, pledge, mortgage, security
interest or other encumbrance or disposition (each of the foregoing defined as
"Transfer") of the Property or an interest therein; (ii) be divested of its
title to the Property or any interest therein; (iii) enter into a contract to
sell or grant any option to purchase that results in a transfer of possession or
equitable title to the Property or any portion thereof prior to the payment of
the Note in accordance with its terms; (iv) enter into any lease giving the
tenant any option to purchase the Property or any portion thereof; (v) permit or
suffer any Transfer of any direct or indirect ownership interest in the
Mortgagor or any indemnitor or guarantor under this Mortgage or any Related
Agreement; (vi) permit or suffer any Transfer of any ownership interest in any
direct or indirect owner of a legal or beneficial interest in the Mortgagor
(including, without limitation its partners, members, trustees, beneficiaries or
shareholders); (vii) permit or suffer the merger, dissolution, liquidation, or
consolidation of the Mortgagor or any of the direct or indirect owners of
Mortgagor or the conversion of one type of legal entity into another type of
legal entity. Except as expressly consented to in writing by Mortgagee,
Mortgagor shall not incur any additional indebtedness (secured or unsecured,
direct or contingent) other than unsecured debt or trade payables incurred in
the ordinary course of business in connection with the operation of the
Property. Upon the occurrence of any of the prohibited actions specified herein,
then Mortgagee shall have the right, at its option, to declare the indebtedness
secured by this Mortgage immediately due and payable, irrespective of the
maturity date specified in the Note.

     1.09.  PRESERVATION AND MAINTENANCE OF PROPERTY. Mortgagor shall hire
competent and responsible property managers who shall be reasonably acceptable
to Mortgagee. Mortgagor, at its sole cost and expense, shall keep the Property
and every part thereof in good condition and repair, in accordance with sound
and prudent property management practices, and shall promptly and faithfully
comply with and obey all laws, ordinances, rules, regulations, requirements and
orders of every duly constituted governmental authority or agent having
jurisdiction with respect to the Property. All repairs, replacements and
renewals shall be at least equal in quality to the original Improvements.
Mortgagor shall not permit or commit any waste, impairment, or deterioration of
the Property, nor commit, suffer or permit any act upon or use of the Property
in

                                       16


violation of law or applicable order of any governmental authority, whether now
existing or hereafter enacted, or in violation of any covenants, conditions or
restrictions affecting the Property or bring or keep any article in the Property
or cause or permit any condition to exist thereon which would be prohibited by
or invalidate the insurance coverage required to be maintained hereunder.
Mortgagor shall promptly bond or discharge any mechanics' liens against the
Property.

     1.10   USE OF PROPERTY. Except as may have been previously agreed in
writing by Mortgagee, Mortgagor shall continue to operate the Property for the
purposes for which it was used on the date hereof and for no other purpose.
Mortgagor shall not make or suffer any improper or offensive use of the Property
or any part thereof and will not use or permit to be used any part of the
Property for any dangerous, noxious, offensive or unlawful trade or business or
for any purpose which will reduce the value of the Property in any respect or
will cause the Property or any part thereof or interest therein to be subject to
forfeiture. Mortgagor at its expense will promptly comply with all rights of way
or use, privileges, franchises, servitudes, licenses, easements, tenements,
hereditaments and appurtenances forming a part of the Property and all
instruments relating or evidencing the same, in each case, to the extent
compliance therewith is required of Mortgagor under the terms thereof. Mortgagor
will not take any action which results in a forfeiture or termination of the
rights afforded to Mortgagor under any such instruments and will not, without
the prior written consent of Mortgagee, amend in any material respect any of
such instruments. Mortgagor shall at all times comply with all laws affecting
the Property and comply with any instruments of record at the time in force
affecting the Property or any part thereof and shall procure, maintain and
comply with all permits, licenses, and other authorizations required for any use
of the Property or any part thereof then being made, and for the proper
erection, installation, operation and maintenance of the Improvements or any
part thereof. Mortgagor shall not initiate, join in, acquiesce in, or consent to
any change in any private restrictive covenant, zoning law or other public or
private restriction, limiting or defining the uses which may be made of the
Property or any part thereof. In furtherance of the foregoing sentence,
Mortgagor will not, by act or omission: (i) impair the integrity of the Property
as a single zoning lot separate and apart from all other premises; or (ii)
permit or suffer to permit the Property to be used by the public or any party in
such manner as might make possible a claim of adverse usage or possession or any
implied dedication or easement. If under applicable zoning provisions the use of
all or any portion of the Property is or shall become a nonconforming use,
Mortgagor will not cause or permit such nonconforming use to be discontinued or
abandoned, if such discontinuance or abandonment would prevent the same or
similar nonconforming use in the future, without the express written consent of
Mortgagee (except that a nonconforming use that results from a tenant's use may
be discontinued without Mortgagee's consent if such tenant's lease terminates or
expires by its terms).

     Mortgagor shall not conduct or permit or allow to be conducted on the
Property any dry cleaning plant or facility or similar operation, provided that
Mortgagor may conduct or permit or allow to be conducted on the Property a dry
cleaning drop-off establishment, so long as no dry cleaning is performed
therein.

     1.11   ALTERATIONS AND ADDITIONS. Mortgagor shall not cause, suffer or
permit:

                                       17


     (A)    Any material alterations of the Property except (1) as required by
any law, statute, ordinance, order, rule, regulation, decree or other
requirement of the United States, the applicable state or county in which the
Property is located or any political subdivision of any of the foregoing, or any
agency, department, commission, board, court, bureau or instrumentality of any
of them ("Governmental Authority") or by any condition of any approval, consent,
registration, franchise, permit, license, variance, certificate of occupancy or
other authorization with regard to zoning, landmark, ecological, environmental,
air quality, subdivision, planning, building or land use required by any
Governmental Authority for the construction, lawful occupancy and operation of
the Property and the actual and contemplated uses thereof, or (2) as permitted
or required to be made by the terms of any Leases approved by Mortgagee (with
respect to work in any space demised thereunder);

     (B)    Any demolition or removal of any portion of the Property;

     (C)    Any change which would increase the risk of fire or other hazard;

     (D)    Any zoning, reclassification with respect to the Property; or

     (E)    Any unlawful use of, or nuisance to exist upon, the Property.

     As used herein, the term "material alteration" shall mean any alteration,
improvement or replacement (i) the cost of which (including any related
alteration, improvement or replacement) shall exceed two percent of the
principal amount of the indebtedness secured by this Mortgage (excluding tenant
improvement work pursuant to Leases), or (ii) which materially and adversely
affects the mechanical, electrical, heating, ventilating, air-conditioning or
other building or operating systems of any of the Improvements, or materially
and adversely affects the cost of operation or maintenance of any such building
or operating systems, affects the structure or structural soundness of any of
the improvements of the Property, or the exterior or appearance of the Property,
or otherwise has a material adverse effect on the Property including the use
and/or value thereof.

     1.12.  OFFSET CERTIFICATES. Mortgagor, within five days upon request in
person or within ten days upon request by mail, shall furnish a written
statement duly acknowledged and notarized, of all amounts due on any
indebtedness secured hereby or secured by any of the Related Agreements, whether
for principal or interest on the Note or otherwise, and stating whether any
offsets or defenses exist against the indebtedness secured hereby and covering
such other matters with respect to any such indebtedness as Mortgagee may
reasonably require.

     1.13.  MORTGAGEE'S COSTS AND EXPENSES. Mortgagor shall pay all costs, fees
and expenses of Mortgagee, its agents and counsel, in connection with the
performance of Mortgagee's obligations, duties, rights, options and permitted
actions hereunder. Mortgagor will pay or reimburse Mortgagee upon demand for all
reasonable attorney's and paralegals' fees, costs and expenses, including those
in connection with appellate proceedings, incurred by Mortgagee in any
proceedings involving the estate of a decedent or an insolvent, or in any
action, legal proceeding or dispute of any kind in which Mortgagee is a
plaintiff or defendant, affecting the indebtedness secured hereby or the
Property or Collateral, this Mortgage or the interest created herein, any
condemnation action involving the Property or any action to protect the

                                       18


security hereof; and any such amounts paid by Mortgagee shall be secured by this
Mortgage. If Mortgagor shall default in the payment of any tax, lien, assessment
or charge levied or assessed against the Property; in the payment of any utility
charge, whether public or private; in the payment of any insurance premium; in
the procurement of insurance coverage and the delivery of the insurance policies
required hereunder; in the performance of any covenant, term or condition of any
leases affecting all or any part of the Property; or in the performance or
observance of any covenant, condition or term of this Mortgage; then Mortgagee,
at its option, may perform or observe the same, and all payments made or costs
incurred by Mortgagee in connection therewith, shall be secured hereby and shall
be, without demand, immediately repaid by Mortgagor to Mortgagee with interest
thereon at the Default Rate as described in the Note. Mortgagee shall be the
sole judge of the legality, validity and priority of any such tax, lien,
assessment, charge, claim, premium and obligation, of the necessity for any such
actions and of the amount necessary to be paid in satisfaction thereof.
Mortgagee is hereby empowered to enter and to authorize others to enter upon the
Property or any part thereof for the purpose of performing or observing any such
defaulted covenant, condition or term, without thereby becoming liable to
Mortgagor or any other person in possession holding under Mortgagor. All rights
of Mortgagee as set forth herein are rights to be exercised at the sole option
and discretion of Mortgagee and Mortgagee shall have no duty to Mortgagor or any
other person or entity to perform any acts authorized by this Section or to
incur any expense, make any appearance or take any other action. As used herein,
the term "reasonable attorney's fees" shall include support staff costs, and the
term "costs and expenses" shall include, without limitation, the amounts
expended in litigation preparation and computerized research, telephone and
telefax expenses, mileage, depositions, postage, photocopies, process service,
videotapes and the like.

     1.14.  PROTECTION OF SECURITY; COSTS AND EXPENSES.

     (A)    In addition to any other rights or remedies of Mortgagee hereunder,
under any of the Related Agreements, or in law or in equity, upon the occurrence
and during the continuance of an Event of Default (or prior thereto after notice
to Mortgagor, when possible, if Mortgagor is not paying or performing the act
itself and Mortgagee determines in its sole good faith judgment that the same is
appropriate to preserve the Property or the lien of this Mortgage or any other
collateral securing the indebtedness evidenced by the Note, either before or
after acceleration of the indebtedness) Mortgagee may, but shall not be required
to, make any payment or perform any act required to be performed by Mortgagor
hereunder or under any of the Related Agreements in any form and manner deemed
expedient to Mortgagee, including, without limitation, if applicable: (1) paying
any Impositions which remain unpaid; (2) procuring the release, discharge,
compromise or settlement of any lien filed or otherwise asserted against the
Property which has not been discharged by Mortgagor in accordance with the
provisions of this Mortgage or any of the Related Agreements, and (3) obtaining
insurance policies where insurance coverage was required to be obtained
hereunder and the required evidence that Mortgagor had obtained the same has not
been delivered to Mortgagee as required hereunder. Nothing herein shall be
construed to require Mortgagee to advance or expend monies for any purpose
mentioned herein, or for any other purpose.

     (B)    Mortgagor and its property manager, if applicable, shall appear in
and defend any action or proceeding purporting to affect the security of this
Mortgage or any additional or other security for the obligations secured hereby,
or the rights or powers of the Mortgagee, and shall

                                       19


pay all costs and expenses actually incurred, including, without limitation,
cost of evidence of title and actual attorneys' and paralegals' fees, in any
such action or proceeding in which Mortgagee may appear, and in any suit brought
by Mortgagee to foreclose this Mortgage or to enforce or establish any other
rights or remedies of Mortgagee hereunder or under any other security for the
obligations secured hereby. If Mortgagor fails to perform any of the covenants
or agreements contained in this Mortgage, or if any action or proceeding is
commenced which affects Mortgagee's interest in the Property or any part
thereof, including, eminent domain, code enforcement, or proceedings of any
nature whatsoever under any federal or state law, whether now existing or
hereafter enacted or amended, relating to bankruptcy, insolvency, arrangement,
reorganization or other form of debtor relief, or to a decedent, then Mortgagee
may, but without obligation to do so and without notice to or demand upon
Mortgagor, perform such covenant or agreement and compromise any encumbrance,
charge or lien which in the judgment of Mortgagee appears to be prior or
superior hereto. Mortgagor shall further pay all expenses of Mortgagee actually
incurred (including reasonable and actual fees and disbursements of counsel)
incident to the protection or enforcement of the rights of Mortgagee hereunder,
and enforcement or collection of payment of the Note or any Future Advance
whether by judicial or nonjudicial proceedings, or in connection with any
bankruptcy, insolvency, arrangement, reorganization or other debtor relief
proceeding of Mortgagor, or otherwise.

     (C)    Mortgagor shall pay to Mortgagee, immediately upon written notice
from Mortgagee: (i) all recordation, transfer, stamp, documentary or other fees
or taxes levied on Mortgagee (exclusive of Mortgagee's income taxes) by reason
of the making or recording of the Note, this Mortgage or any Related Agreement,
and (ii) all intangible property taxes levied upon any holder of the Note or
Mortgagee under this Mortgage or secured party under the Related Agreements.

     Any amounts disbursed by Mortgagee pursuant to this Section or Section
1.13, including, without limitation, reasonable attorneys' and paralegals' fees,
whether or not the indebtedness as a result thereof shall exceed the face amount
of the Note, shall be additional indebtedness of Mortgagor secured by this
Mortgage and each of the Related Agreements as of the date of disbursement shall
become immediately due and payable on demand and shall bear interest at the
Default Rate set forth in the Note, from demand until paid. All such amounts
shall be payable by Mortgagor immediately upon demand. Nothing contained in this
section shall be construed to require Mortgagee to incur any expense, make any
appearance, or take any other action.

     1.15   MORTGAGOR'S COVENANTS RESPECTING COLLATERAL.

     (A)    This instrument also creates a security interest in the Collateral,
the Contracts and in any sums held by Mortgagee, its servicing agent or any
escrow agent appointed under the terms of this Mortgage, which security interest
Mortgagor hereby grants in favor of Mortgagee under the Indiana Uniform
Commercial Code, and Mortgagee shall also have all the rights and remedies of a
secured party under the Indiana Uniform Commercial Code, and without limitation
upon or in derogation of the rights and remedies created and accorded to
Mortgagee by this Mortgage pursuant to the common law or any other laws of the
State of Indiana or any other jurisdiction, it being understood that the rights
and remedies of Mortgagee under the Indiana Uniform Commercial Code shall be
cumulative and in addition to all other rights and remedies of Mortgagee arising
under the Mortgage, the Note, the Related Agreements, the common law or

                                       20


any other laws of the State of Indiana or any other jurisdiction. The security
interest granted by this Mortgage is for the purpose of securing all obligations
of Mortgagor as set forth in this Mortgage, the Note and the Related Agreements.
Mortgagor acknowledges that this Mortgage shall constitute a Security Agreement
as that term is used under the laws of the State of Indiana in favor of
Mortgagee. To the extent a security interest cannot be granted or perfected
under the applicable Uniform Commercial Code provisions in any personal property
in which Mortgagor has any right, title or interest, Mortgagor hereby pledges to
Mortgagee all of its right, title and interest in all such personal property
including, but not limited to, deposit accounts, escrowed funds, cash and cash
receipts, as the same shall relate to the Property or the Collateral or the
conduct of business on the Property, now existing, hereafter acquired, wherever
located and however held. Any person holding property in which Mortgagor has any
interest shall be deemed to be holding such property in trust for Mortgagee.

     (B)    Mortgagor shall execute and deliver financing and continuation
statements covering the Collateral from time to time and in such form as
Mortgagee may require to perfect and continue the perfection of Mortgagee's
security interest with respect to such property, and Mortgagor shall pay all
reasonable costs and expenses of any record searches for financing statements
Mortgagee may require. Mortgagor hereby authorizes and empowers Mortgagee to
file (and hereby irrevocably appoints Mortgagee its agent and attorney-in-fact,
which shall be coupled with an interest, to execute and file, on Mortgagor's
behalf) at any time and from time to time any initial financing statements,
amendments thereto and continuation statements with or without signature of
Mortgagor as authorized by applicable law, as applicable to the Collateral. For
purposes of such filings, Mortgagor agrees to furnish any information requested
by Mortgagee promptly upon request by Mortgagee describing the Collateral.
Mortgagor hereby ratifies and approves all filings of financing statements,
amendments and continuations applicable to the Collateral made or filed by
Mortgagee prior to the date of this Mortgage.

     (C)    Without the prior written consent of Mortgagee, Mortgagor shall not
create or suffer to be created any other security interest in or lien or
encumbrance on the Collateral, including replacements and additions thereto.

     (D)    Without the prior written consent of Mortgagee or except in the
ordinary course of business, Mortgagor shall not sell, transfer or encumber any
of the Collateral, or remove any of the Collateral from the Property unless
Mortgagor shall promptly substitute and replace the property removed with
similar property of at least equivalent value on which Mortgagee shall have a
continuing security interest ranking at least equal in priority to Mortgagee's
security interest in the property removed.

     (E)    Mortgagor shall (1) upon reasonable notice (unless an emergency or
Event of Default exists) permit Mortgagee and its representatives to enter upon
the Property to inspect the Collateral and Mortgagor's books and records
relating to the Collateral and make extracts therefrom and to arrange for
verification of the amount of Collateral, under procedures acceptable to
Mortgagee, directly with Mortgagor's debtors or otherwise at Mortgagor's
expense; (2) promptly notify Mortgagee of any attachment or other legal process
levied against any of the Collateral and any information received by Mortgagor
relative to the Collateral, Mortgagor's debtors or other persons obligated in
connection therewith, which may in any way affect the value of the Collateral or
the rights and remedies of Mortgagee in respect thereto; (3)

                                       21


reimburse Mortgagee upon demand for any and all costs actually incurred,
including, without limitation, reasonable and actual attorneys', paralegals' and
accountants' fees, and other expenses incurred in collecting any sums payable by
Mortgagor under any obligation secured hereby, or in the checking, handling and
collection of the Collateral and the preparation and enforcement of any
agreement relating thereto; (4) notify Mortgagee of each location at which the
Collateral is or will be kept, other than for temporary processing, storage or
similar purposes, and of any removal thereof to a new location, including,
without limitation, each office of Mortgagor at which records relating to the
Collateral are kept; (5) provide, maintain and deliver to Mortgagee originals or
certified copies of the policies of insurance and certificates of insurance
insuring the Collateral against loss or damage by such risks and in such
amounts, form and by such companies as Mortgagee may require and with loss
payable to Mortgagee, and in the event Mortgagee takes possession of the
Collateral, the insurance policy or policies and any unearned or returned
premium thereon shall at the option of Mortgagee become the sole property of
Mortgagee; and (6) do all acts necessary to maintain, preserve and protect all
Collateral, keep all Collateral in good condition and repair and prevent any
waste or unusual or unreasonable depreciation thereof.

     (F)    Until Mortgagee exercises its right to collect proceeds of the
Collateral pursuant hereto, Mortgagor will collect with diligence any and all
proceeds of the Collateral. If an Event of Default exists, any proceeds received
by Mortgagor shall be held in trust for Mortgagee, and Mortgagor shall keep all
such collections separate and apart from all other funds and property so as to
be capable of identification as the property of Mortgagee and shall deliver to
Mortgagee such collections at such time as Mortgagee may request in the
identical form received, properly endorsed or assigned when required to enable
Mortgagee to complete collection thereof.

     (G)    Mortgagee shall have all of the rights and remedies granted to a
secured party under the Uniform Commercial Code of the state in which the
Collateral is located, as well as all other rights and remedies available at law
or in equity. During the continuance of any Event of Default hereunder or under
the Note, Mortgagee shall have the right to take possession of all or any part
of the Collateral, to receive directly or through its agent(s) collections of
proceeds of the Collateral (including notification of the persons obligated to
make payments to Mortgagor in respect of the Collateral), to release persons
liable on the Collateral and compromise disputes in connection therewith, to
exercise all rights, powers and remedies which Mortgagor would have, but for the
security agreement contained herein, to all of the Collateral and proceeds
thereof, and to do all other acts and things and execute all documents in the
name of Mortgagor or otherwise, deemed by Mortgagee as necessary, proper and
convenient in connection with the preservation, perfection or enforcement of its
rights hereunder; and

     (H)    After any Event of Default hereunder or under the Note, Mortgagor
shall, at the request of Mortgagee, assemble and deliver the Collateral and
books and records pertaining to the Property at a place designated by Mortgagee,
and Mortgagee may, with reasonable notice to Mortgagor (unless an emergency
exists), enter onto the Property and take possession of the Collateral. It is
agreed that public or private sales, for cash or on credit to a wholesaler or
retailer or investor, or user of collateral of the types subject to the security
agreement, or public auction, are all commercially reasonable since differences
in the sales prices generally realized in the different kinds of sales are
ordinarily offset by the differences in the costs and credit risks of such
sales. The proceeds of any sale of the Collateral shall be applied first to the
expenses of

                                       22


Mortgagee actually incurred in retaking, holding, preparing for sale, or selling
the Collateral or similar matters, including reasonable and actual attorneys'
and paralegals' fees, and then, as Mortgagee shall solely determine.

     (I)    Upon the request of Mortgagee, Mortgagor will cooperate with
Mortgagee in obtaining control with respect to those items of Collateral
consisting of deposit accounts, investment property, letter-of-credit rights or
any other Collateral as to which "control" is required under the applicable
Uniform Commercial Code for perfection of a security interest.

     1.16   COVENANTS REGARDING FINANCIAL STATEMENTS.

     (A)    Mortgagor shall keep true books of record and account in which full,
true and correct entries in accordance with sound accounting practice and
principles applied on a consistent basis from year to year shall be made of all
dealings or transactions with respect to the Property.

     (B)    (1) Mortgagor shall deliver to Mortgagee:

     (A)    Within one hundred twenty (120) days after the last day of each
fiscal year of Mortgagor and Mortgagor's sole member during the term of the
Note, unaudited financial reports prepared on a cash basis, including income
statements and cash flow statements covering the operation of the Property and
unaudited annual financial reports prepared on a cash basis, including balance
sheets, income statements and cash flow statements covering the financial
condition of Mortgagor and Mortgagor's sole member for the previous fiscal year,
all certified to Mortgagee to be complete, correct and accurate by the
individual, managing general partner, manager or chief financial officer of the
party whom the report concerns; and

     (B)    If available, within thirty (30) days after receipt by Mortgagor,
original annual audit reports of an independent certified public accountant
prepared in accordance with generally accepted accounting principles containing
an unqualified opinion, including balance sheets, income statements and cash
flow statements covering the operation of the Property and the financial
condition of Mortgagor and Mortgagor's sole member for the previous fiscal year.

     (2)    At the request of Mortgagee from time to time (but no more often
than once in each fiscal quarter of Mortgagor during the term of the Note),
Mortgagor shall also deliver to Mortgagee unaudited financial reports prepared
on a cash basis, including income statements and cash flow statements covering
the operation of the Property and unaudited financial reports prepared on a cash
basis, including balance sheets, income statements and cash flow statements
covering the financial condition of Mortgagor and Mortgagor's sole member for
the previous fiscal quarter, a portfolio analysis report covering the operation
of all properties of which Mortgagor or Mortgagor's sole member is the owner
(direct or indirect) or a general partner of the owner (direct or indirect),
setting out a cash flow statement (including debt service payments) for each
such property, and a current rent roll of the Property, all certified to
Mortgagee to be complete, correct and accurate by the individual, managing
general partner, manager or chief financial officer of the party whom the report
concerns.

                                       23


     (3)    All reports covering the financial condition of Mortgagor or
Mortgagor's sole member shall include, without limitation, balance sheets and
statements of income and of partner's equity, if applicable, setting forth in
each case in comparative form the figures for the previous fiscal quarter or
year, as the case may be. All interim quarterly reports shall also include a
breakdown of all categories of revenues and expenses, and any supporting
schedules and data requested by Mortgagee. Each set of annual or quarterly
financial reports or quarterly rent rolls delivered to Mortgagee pursuant to
this Section shall also be accompanied by a certificate of the chief financial
officer, the managing general partner or the manager of the party whom the
report concerns, stating whether any condition or event exists or has existed
during the period covered by the annual or quarterly reports which then
constituted or now constitutes an Event of Default under the Note or this
Mortgage, or which if continued or not cured would, after passage of time,
constitute an Event of Default, and if any such condition or event then existed
or now exists, specifying its nature and period of existence and what Mortgagor
did or proposes to do with respect to such condition or event.

     (C)    In the event such statements are not in a form reasonably acceptable
to Mortgagee or Mortgagor fails to furnish such statements and reports, then
Mortgagee shall have the immediate and absolute right to audit the respective
books and records of the Property and Mortgagor or Mortgagor's sole member, as
applicable, at the expense of Mortgagor.

     (D)    Notwithstanding the foregoing, Mortgagor shall not be required to
deliver financial reports covering the financial condition of Mortgagor if and
so long as (1) the Property is Mortgagor's only asset, and (2) Mortgagor
delivers the unaudited financial reports covering the operation of the Property
when and as described above.

     1.17.  ENVIRONMENTAL COVENANTS.

     Mortgagor covenants:

     (A)    That no Hazardous Materials (as defined below) are currently on or
in the Property (except as expressly described in the Phase I Environmental Site
Assessment of the Property prepared by ATC Associates, Inc., dated November 18,
2003) or shall be installed, used, generated, manufactured, treated, handled,
refined, produced, processed, stored or disposed of, in, on or under the
Property other than Hazardous Materials in quantities and of types reasonably
and customarily associated with general office use which have been and are
stored, used and disposed of in compliance with Hazardous Material Laws (as
defined below) and the presence of which do not require compliance with any
reporting requirements under any Hazardous Material Laws;

     (B)    That no activity shall be undertaken on the Property which would
cause:

            (1)  the Property to become a hazardous waste treatment, storage or
     disposal facility under any Hazardous Material Law,

            (2)  a release or threatened release of Hazardous Material from the
     Property in violation of any Hazardous Material Law, or

                                       24


            (3)  the discharge of Hazardous Material into any watercourse, body
     of surface or subsurface water or wetland, or the discharge into the
     atmosphere of any Hazardous Material which would require a permit under any
     Hazardous Material Law and for which no such permit has been issued;

     (C)    That no activity shall be undertaken or permitted to be undertaken,
by the Mortgagor on the Property which would result in a violation under any
Hazardous Material Law; and

     (D)    To obtain and deliver to Mortgagee, within a reasonable time
following completion of actions required by an appropriate governmental agency,
certifications of engineers or other professionals reasonably acceptable to
Mortgagee, in form and substance satisfactory to Mortgagee, certifying that all
necessary and required actions to clean up, remove, contain, prevent and
eliminate all releases or threats of release of Hazardous Materials on or about
the Property to the levels required by the appropriate governmental agencies
have been taken and, to the knowledge of such professional, the Property is then
in compliance with applicable Hazardous Material Laws as then in effect and
applicable to such actions. For purposes of this Mortgage, "Hazardous Materials"
means and includes asbestos or any substance containing asbestos,
polychlorinated biphenyls, any explosives, radioactive materials, chemicals
known or suspected to cause cancer or reproductive toxicity, pollutants,
effluents, contaminants, emissions, infectious wastes, any petroleum or
petroleum-derived waste or product or related materials and any items defined as
hazardous, special or toxic materials, substances or waste under any Hazardous
Material Law, or any material which shall be removed from the Property pursuant
to any administrative order or enforcement proceeding or in order to place the
Property in a condition that is suitable for ordinary use. "Hazardous Material
Laws" means all federal, state and local laws (whether under common law, statute
or otherwise), ordinances, rules, regulations and guidance documents now in
force, as amended from time to time, in any way relating to or regulating human
health or safety, industrial hygiene or environmental conditions, protection of
the environment, pollution or contamination of the air, soil, surface water or
groundwater, and includes, without limitation, the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601, et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et
seq., the Clean Water Act, 33 U.S.C. Section 1251 et seq., the Clean Air Act, as
amended, 42 U.S.C. Section 7401 et seq., the Occupational Safety and Health Act,
29 U.S.C. Section 651 et seq., the Hazardous Materials Transportation Act, 49
U.S.C. Section 1801 et seq., the Federal Water Pollution Control Act, 33 U.S.C.
Section 1321 et seq., and the Toxic Substances Control Act, 15 U.S.C. Section
2601 et seq.

     1.18.  FURTHER ASSURANCES. Mortgagor, from time to time, will execute,
acknowledge, subscribe and deliver to or at the direction of Mortgagee such
documents and further assurance as Mortgagee may reasonably require for the
purpose of evidencing, perfecting or confirming the lien and security interest
created by this Mortgage or the security to be afforded by the Related
Agreements, or both. Without limiting the foregoing and notwithstanding anything
in this Mortgage or the Related Agreements to the contrary, Mortgagor will
defend, indemnify and hold Mortgagee harmless with respect to any suit or
proceeding in which the validity, enforceability or priority of any such lien or
security interest, or both, is endangered or contested, directly or indirectly.
If Mortgagor fails to undertake the defense of any such claim in a timely
manner, or, in Mortgagee's sole determination, fails to prosecute such defense
with due diligence, then

                                       25


Mortgagee is authorized to take, at the sole expense of Mortgagor, all necessary
and proper action in defense of any such claim, including, without limitation,
the retention of legal counsel, the prosecution or defense of litigation and the
compromise or discharge of claims, including payment of all costs and reasonable
attorneys' and paralegals' fees. All costs, expenses and losses, if any, so
incurred by Mortgagee, including all attorneys' and paralegals' fees regardless
of whether suit is brought, for all administrative, trial and appellate
proceedings, if any, will constitute advances by Mortgagee as provided in
Section 1.14 hereinabove.

     1.19.  MORTGAGOR'S CONTINUED EXISTENCE. Mortgagor shall at all times during
the term of the Loan maintain its legal existence and qualification to do or
transact business in the state in which the Property or any of the Collateral is
located. Mortgagor's exact legal name, state of organization and chief executive
office are as set forth respectively in the initial paragraph of this Mortgage.
So long as any of the indebtedness secured hereby remains outstanding, Mortgagor
will provide Mortgagee with thirty (30) days prior written notice of any change
in Mortgagor's name, organizational identification number, state of organization
or, if any individual, principal residence.

                                   ARTICLE II

                                EVENTS OF DEFAULT

     Each of the following shall constitute an event of default ("Event of
Default") hereunder:

     2.01.  MONETARY AND PERFORMANCE DEFAULTS.

     (A)    Failure to make any payment due under any one or more of the Note or
any note evidencing a Future Advance, other than the final payment and
Prepayment Premium, or to make any payment due under this Mortgage to Mortgagee
or any other party, including without limitation, payment of escrow deposits,
real estate taxes, insurance premiums and ground rents, if any, on or before the
fourth (4th) day after such payment is due; or

     (B)    Failure to make the final payment or the Prepayment Premium due
under any one or more of the Note or any note evidencing a Future Advance when
such payment is due whether at maturity, by reason of acceleration, as part of a
prepayment or otherwise (the defaults in (A) and (B) hereinafter "Monetary
Default"); or

     (C)    Breach or default in the performance of any of the covenants or
agreements of Mortgagor contained herein or in any Related Agreement
("Performance Default"), if such Performance Default shall continue for thirty
(30) days or more after written notice to Mortgagor from Mortgagee specifying
the nature of the Performance Default; provided, however, that if such
Performance Default is of a nature that it cannot be cured within the thirty
(30) day period, then Mortgagor shall not be in default if it commences good
faith efforts to cure the Performance Default within the thirty (30) day period,
demonstrates continuous diligent efforts to cure the Performance Default in a
manner reasonably satisfactory to Mortgagee and, within a reasonable period, not
to exceed one hundred eighty (180) days after the date of the original written
notice of the Performance Default, completes the cure of such Performance
Default. Notwithstanding the foregoing, if the breach or default is one which is
defined as an Event of Default elsewhere in

                                       26


this Article II or in the default definition of any Related Agreement, then
Mortgagor shall not be entitled to any notice or cure period upon the occurrence
of such breach or default except for such notice and cure periods, if any, as
may be expressly granted in such other defined Event of Default.

     2.02.  BANKRUPTCY, INSOLVENCY, DISSOLUTION.

     (A)    Any court of competent jurisdiction shall sign an order (1)
adjudicating Mortgagor, its sole member, or any Guarantor (which term when used
in this Mortgage shall mean any guarantor of payment of the indebtedness)
bankrupt or insolvent, (2) appointing a receiver, trustee or liquidator of the
Property or Collateral or of a substantial part of the property of Mortgagor,
its sole member, or any Guarantor, or (3) approving a petition for, or effecting
an arrangement in bankruptcy, or any other judicial modification or alteration
of the rights of Mortgagee or of other creditors of Mortgagor, its sole member,
or any Guarantor; or

     (B)    Mortgagor, its sole member, or any Guarantor shall (1) apply for or
consent to the appointment of a receiver, trustee or liquidator for it or for
any of its property, (2) as debtor, file a voluntary petition in bankruptcy, or
petition or answer seeking reorganization or an arrangement with creditors or to
take advantage of any bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute, or an answer admitting the
material allegations of a petition filed against it and any proceeding under
such law, (3) admit in writing an inability to pay its debts as they mature, or
(4) make a general assignment for the benefit of creditors; or

     (C)    An involuntary petition in bankruptcy is filed against Mortgagor,
its sole member, or any Guarantor and the same is not vacated or stayed within
90 days of the filing date.

     2.03.  MISREPRESENTATION. Mortgagor makes or furnishes a representation,
warranty, statement, certificate, schedule and/or report to Mortgagee in or
pursuant to this Mortgage or any of the Related Agreements which is false or
misleading in any material respect as of the date made or furnished, or becomes
false or breached in any material respect upon or after execution of this
Mortgage.

     2.04.  DEFAULT UNDER SUBORDINATE LOANS. An occurrence of a default under
any loan subordinate to this Mortgage which is not an independent default under
this Mortgage which results in the commencement of foreclosure proceedings or
the taking of any other remedial action under such subordinate loan.

     2.05.  LIENS. Any federal, state or local tax lien or any claim of lien for
labor or materials or any other lien or encumbrance of any nature whatsoever is
recorded against Mortgagor or any of the Property or Collateral and is not
removed by payment or transferred to substitute security in the manner provided
by law, within thirty (30) days after it is recorded in accordance with
applicable law.

     2.06.  JUDGMENTS. (A)    A final judgment, other than a final judgment in
connection with any condemnation, is entered against Mortgagor that (1)
materially and adversely affects the value, use or operation of the Property or
other Collateral, or (2) adversely affects, or reasonably

                                       27


may adversely affect, the validity or enforceability of this Mortgage, any of
the Related Agreements or the Note or priority of the liens or security
interests created by this Mortgage or any of the Related Agreements; or (B)
execution or other final process issues thereon with respect to the Property or
other Collateral; and (C) Mortgagor does not discharge the same or provide for
its discharge in accordance with its terms, or procure a stay of execution
thereon, in any event within thirty (30) days from entry, or Mortgagor shall
not, within such period or such longer period during which execution on such
judgment shall have been stayed, appeal therefrom or from the order, decree or
process upon or pursuant to which such judgment shall have been entered, and
cause its execution to be stayed during such appeal, or if on appeal such order,
decree or process shall be affirmed and Mortgagor shall not discharge such
judgment or provide for its discharge in accordance with its terms within sixty
(60) days after the entry of such order or decree or affirmance, or if any stay
of execution on appeal is released or otherwise discharged.

     2.07.  LEASES. Mortgagor's default in the performance of its obligations as
lessor under any Lease of 10,000 square feet or more, which default could
result, in Mortgagee's judgment, in the termination of said Lease.

     2.08.  MORTGAGOR'S CONTINUED EXISTENCE.  Mortgagor ceases to exist or to be
qualified to do or transact business in the state in which the Property or any
of the Collateral is located or is dissolved or is a party to a merger,
consolidation or reorganization, or sells all or substantially all of its
assets.

     2.09.  BREACH OF DUE ON SALE OR ENCUMBRANCE PROVISION. Any occurrence of a
prohibited Transfer under Section 1.08 hereof.

     2.10.  DEFAULT UNDER RELATED AGREEMENTS.  A "Default" or "Event of Default"
shall have occurred under or as defined in any of the Note, the Assignment of
Leases and Rents or any other Related Agreement.

                                   ARTICLE III

                                    REMEDIES

     Upon the occurrence of any Event of Default, Mortgagee shall have the
following rights and remedies set forth in Sections 3.01 through 3.08:

     3.01.  ACCELERATION. Notwithstanding the stated maturity date in the Note,
or any note evidencing any Future Advance, Mortgagee may without notice or
demand, declare the entire principal amount of the Note and/or any Future
Advances then outstanding and accrued and unpaid interest thereon, and all other
sums or payments required thereunder or under this Mortgage or the Related
Agreements including, but not limited to the Prepayment Premium described in the
Note, to be due and payable immediately.

     3.02.  ENTRY. Irrespective of whether Mortgagee exercises the option
provided in section 3.01 above, Mortgagee in person or by agent or by
court-appointed receiver (and Mortgagee shall have the right to the immediate
appointment of such a receiver without regard to the adequacy of the security
and Mortgagor hereby irrevocably consents to such appointment and

                                       28


waives notice of any application therefor) may, at its option, without any
action on its part being required, without in any way waiving such Event of
Default, with or without the appointment of a receiver, or an application
therefor:

     (A)    Take possession of the Property and conduct tests of, manage or hire
a manager to manage, lease and operate the Property or any part thereof, on such
terms and for such period of time as Mortgagee may deem proper, with full power
to make, from time to time, all alterations, renovations, repairs or
replacements thereto as may seem proper to Mortgagee;

     (B)    With or without taking possession of the Property, collect and
receive all Rents and Profits, notify tenants under the Leases or any other
parties in possession of the Property to pay Rents and Profits directly to
Mortgagee, its agent or a court-appointed receiver and apply such Rents and
Profits to the payment of:

            (1)  all costs and expenses incident to taking and retaining
     possession of the Property (including the cost of any receivership),
     management and operation of the Property, keeping the Property properly
     insured and all alterations, renovations, repairs and replacements to the
     Property;

            (2)  all taxes, charges, claims, assessments, and any other liens
     which may be prior in lien or payment to this Mortgage or the Note, and
     premiums for insurance, with interest on all such items; and

            (3)  the indebtedness secured hereby together with all costs and
     attorney's and paralegals' fees, in such order or priority as to any of
     such items as Mortgagee in its sole discretion may determine, any statute,
     law, custom or use to the contrary notwithstanding;

     (C)    Exclude Mortgagor, its agents and servants, wholly from the
Property;

     (D)    Have joint access with Mortgagor to the books, papers and accounts
of Mortgagor relating to the Property, at the expense of Mortgagor;

     (E)    Commence, appear in and/or defend any action or proceedings
purporting to affect the interests, rights, powers and/or duties of Mortgagee
hereunder, whether brought by or against Mortgagor or Mortgagee; and

     (F)    Pay, purchase, contest or compromise any claim, debt, lien, charge
or encumbrance which in the judgment of Mortgagee may affect or appear to affect
the interest of Mortgagee or the rights, powers and/or duties of Mortgagee
hereunder.

     Mortgagee, as a matter of right without notice to Mortgagor or anyone
claiming under it and without regard to the then value of the Property or the
interest of Mortgagor therein, shall have the right to apply to any court having
jurisdiction to appoint a receiver or receivers to take charge of the Property
or any portion thereof. Any such receiver or receivers shall have all of the
usual and customary powers and duties of receivers in like or similar cases and
all of the powers and duties of Mortgagee in case of entry as provided
hereinabove, including without limitation, the right to collect and receive
Rents and Profits. All such Rents and Profits Paid to Mortgagee

                                       29


or collected by such receiver shall be applied as provided for in subsection
3.02(B) above. Mortgagor for itself and any subsequent owner of the Property
hereby waives any and all defenses to the application for such receiver and
hereby irrevocably consents to such appointment without notice of any
application therefore.

     The receipt by Mortgagee of any Rents and Profits pursuant to this Mortgage
after the institution of foreclosure or other proceedings under the Mortgage
shall not cure any such Event of Default or affect such proceedings or any sale
pursuant thereto. After deducting the expenses and amounts set forth above in
this section 3.02, as well as just and reasonable compensation for all
Mortgagee's employees and other agents (including, without limitation,
reasonable and actual attorneys' and paralegals' fees and management and rental
commissions) engaged and employed, the moneys remaining, at the option of
Mortgagee, may be applied to the indebtedness secured hereby. Whenever all
amounts due on the Note and under this Mortgage shall have been paid and all
Events of Default have been cured and any such cure has been accepted by
Mortgagee, Mortgagee shall surrender possession to Mortgagor. The same right of
entry, however, shall exist if any subsequent Event of Default shall occur;
provided, however, Mortgagee shall not be under any obligation to make any of
the payments or do any of the acts referred to in this section 3.02.

     3.03.  JUDICIAL ACTION.  Mortgagee may bring an action in any court of
competent jurisdiction to foreclose this instrument or to enforce any of the
covenants and agreements hereof. The Property may be foreclosed in parts or as
an entirety.

     3.04.  FORECLOSURE. Mortgagee may institute an action of mortgage
foreclosure against the Property, or take such other action at law or in equity
for the enforcement of this Mortgage and realization on the mortgage security or
any other security herein or elsewhere provided for, as the law may allow, and
may proceed therein to final judgment and execution for the entire unpaid
balance of the principal debt and the Prepayment Premium, with interest thereon
at the rate stipulated in the Note to the date of default, and thereafter at the
Default Rate specified in the Note, together with all other sums due by
Mortgagor in accordance with the provisions of the Note and this Mortgage,
including any sums which may have been advanced or loaned by Mortgagee to
Mortgagor after the date of this Mortgage, including Future Advances, and all
sums which may have been advanced by Mortgagee for taxes, water or sewer rents,
charges or claims, payments or prior liens, insurance, utilities or repairs to
the Property, all costs of suit, together with interest at the Default Rate on
any judgment obtained by Mortgagee from and after the date of any sheriff or
other judicial sale until actual payment is made of the full amount due
Mortgagee. In addition, as an alternative to the right of foreclosure for the
full amount secured hereby after acceleration thereof, Mortgagee shall have the
right, to the extent permitted by law, to institute partial foreclosure
proceedings with respect to the portion of said indebtedness so in default, as
if under a full foreclosure, and without declaring the entire secured
indebtedness due, and provided that if foreclosure sale is made because of
default of a part of the secured indebtedness, such sale may be made subject to
the continuing lien of this Mortgage for the unmatured part of the secured
indebtedness, and it is agreed that such sale pursuant to a partial foreclosure,
if so made, shall not in any manner affect the unmatured part of the secured
indebtedness, but as to such unmatured part this Mortgage and the lien thereof
shall remain in full force and effect just as though no foreclosure sale had
been made under the provisions of this section. Notwithstanding the filing of
any partial foreclosure or entry of a decree of sale therein,

                                       30


Mortgagee may elect at any time prior to a foreclosure sale pursuant to such
decree, to discontinue such partial foreclosure and to accelerate the secured
indebtedness by reason of any uncured default or defaults upon which such
partial foreclosure was predicated or by reason of any other defaults, and
proceed with full foreclosure proceedings. It is further agreed that several
foreclosure sales may be made pursuant to partial foreclosures without
exhausting the right of full or partial foreclosure sale for any unmatured part
of the secured indebtedness, it being the purpose to provide for a partial
foreclosure sale of the secured indebtedness without exhausting the power to
foreclose and to sell the Property pursuant to any such partial foreclosure for
any other part of the secured indebtedness whether matured at the time or
subsequently maturing, and without exhausting any right of acceleration and full
foreclosure.

     All advances, disbursements and expenditures made or incurred by Mortgagee
before and during a foreclosure, and before and after judgment of foreclosure,
and at any time prior to sale, and, where applicable, after sale, and during the
pendency of any related proceedings, for the following purposes, in addition to
those otherwise authorized by this Mortgage or by the Act (collectively
"Protective Advances"), shall have the benefit of all applicable provisions of
the Act, including those provisions of the Act hereinbelow referred to:

     (A)    all advances by Mortgagee in accordance with the terms of this
Mortgage to: (i) preserve, maintain, repair, restore or rebuild the improvements
upon the Property; (ii) preserve the lien of the Mortgage or the priority
thereof; or (iii) enforce this Mortgage;

     (B)    payments by Mortgagee of: (i) principal, interest or other
obligations in accordance with the terms of any senior mortgage or other prior
lien or encumbrance; (ii) real estate taxes and assessments, general and special
and all other taxes and assessments of any kind or nature whatsoever which are
assessed or imposed upon the Property or any part thereof; (iii) other
obligations authorized by this Mortgage; or (iv) with court approval, any other
amounts in connection with other liens, encumbrances or interests reasonably
necessary to preserve the status of title;

     (C)    advances by Mortgagee in settlement or compromise of any claims
asserted by claimants under senior mortgages or any other prior liens;

     (D)    reasonable and actual attorneys' and paralegals' fees and other
costs incurred: (i) in connection with the foreclosure of this Mortgage; (ii) in
connection with any action, suit or proceeding brought by or against Mortgagee
for the enforcement of this Mortgage or arising from the interest of Mortgagee
hereunder; or (iii) in preparation for or in connection with the commencement,
prosecution or defense of any other action related to the Mortgage or the
Property;

     (E)    Mortgagee's fees and costs, including reasonable and actual
attorneys' and paralegals' fees, arising between the entry of judgment of
foreclosure and the confirmation hearing;

     (F)    expenses deductible from proceeds of sale; and

                                       31


     (G)    expenses incurred and expenditures made by Mortgagee for any one or
more of the following: (i) if the Property or any portion thereof constitutes
one or more units under a condominium declaration, assessments imposed upon the
unit owner thereof; (ii) if Mortgagor's interest in the Property is a leasehold
estate under a lease or sublease, rentals or other payments required to be made
by the lessee under the terms of the lease or sublease; (iii) premiums for
casualty and liability insurance paid by Mortgagee whether or not Mortgagee or a
receiver is in possession, if reasonably required, in reasonable amounts, and
all renewals thereof, without regard to the limitation to maintaining of
existing insurance in effect at the time any receiver or mortgagee takes
possession of the Property; (iv) repair or restoration of damage or destruction
in excess of available insurance proceeds or condemnation awards; (v) payments
deemed by Mortgagee to be required for the benefit of the Property or required
to be made by the owner of the Property under any grant or declaration of
easement, easement agreement, agreement with any adjoining land owners or
instruments creating covenants or restrictions for the benefit of or affecting
the Property; (vi) shared or common expense assessments payable to any
association or corporation in which the owner of the Property is a member in any
way affecting the Property; (vii) if the loan secured hereby is a construction
loan, costs incurred by Mortgagee for demolition, preparation for and completion
of construction, as may be authorized by the applicable commitment, loan
agreement or other agreement; (viii) payments required to be paid by Mortgagor
or Mortgagee pursuant to any lease or other agreement for occupancy of the
Property; and (ix) if this Mortgage is insured, payments of FHA or private
mortgage insurance required to keep such insurance in force.

     All Protective Advances shall be so much additional indebtedness secured by
this Mortgage, and shall become immediately due and payable without notice and
with interest thereon from the date of the advances until paid at the rate of
interest payable after default under the terms of the Note.

     This Mortgage shall be a lien for all Protective Advances as to subsequent
purchasers and judgment creditors from the time this Mortgage is recorded.

     All Protective Advances shall, except to the extent, if any, that any of
the same is clearly contrary to or inconsistent with the provisions of the Act,
apply to and be included in:

            (1)  any determination of the amount of indebtedness secured by this
     Mortgage at any time;

            (2)  the indebtedness found due and owing to the Mortgagee in the
     judgment of foreclosure and any subsequent supplemental judgments, orders,
     adjudications or findings by the court of any additional indebtedness
     becoming due after such entry of judgment, it being agreed that in any
     foreclosure judgment, the court may reserve jurisdiction for such purpose;

            (3)  if right of redemption has not been waived by this Mortgage,
     computation of amounts required to redeem;

            (4)  determination of amounts deductible from sale proceeds;

                                       32


            (5)  application of income in the hands of any receiver or mortgagee
     in possession; and

            (6)  computation of any deficiency judgment.

     3.05.  RESCISSION OF NOTICE OF DEFAULT. Mortgagee, from time to time before
any foreclosure sale, public sale or deed in lieu of foreclosure, may rescind
any such notice of breach or default and of election to cause the Property to be
sold by executing and delivering to Mortgagor a written notice of such
rescission, which notice, when recorded, shall also constitute a cancellation of
any prior declaration of default and demand for sale or such documents as may be
required by the laws of the state in which the Property is located to effect
such rescission. The exercise by Mortgagee of such right of rescission shall not
constitute a waiver of any breach or Event of Default then existing or
subsequently occurring, or impair the right of Mortgagee to execute and deliver
to Mortgagor, as above provided, other declarations of default and demand for
sale, and notices of breach or default, and of election to cause the Property to
be sold to satisfy the obligations hereof, nor otherwise affect any provision,
agreement, covenant or condition of the Related Agreements, the Note or of this
Mortgage or any of the rights, obligations or remedies of the parties
thereunder.

     3.06.  MORTGAGEE'S REMEDIES RESPECTING COLLATERAL. Mortgagee may realize
upon the Collateral, enforce and exercise all of Mortgagor's rights, powers,
privileges and remedies in respect of the Collateral, dispose of or otherwise
deal with the Collateral in such order as Mortgagee may in its discretion
determine, and exercise any and all other rights, powers, privileges and
remedies afforded to a secured party under the laws of the state in which the
Property is located as well as all other rights and remedies available at law or
in equity.

     3.07.  PROCEEDS OF SALES. The proceeds of any sale made under or by virtue
of this Article III, together with all other sums which then may be held by
Mortgagee under this Mortgage, whether under the provisions of this Article III
or otherwise, shall be applied as follows:

     (A)    To the payment of the costs, fees and expenses of sale and of any
judicial proceedings (including reasonable attorneys' and paralegals' fees and
costs, whether incurred before, during or after such proceedings, in any
appellate proceedings, before during or after sale of the Property or the
Collateral, or otherwise incurred) wherein the same may be made, including the
cost of evidence of title in connection with the sale, compensation to
Mortgagee, and to the payment of all expenses, liabilities and advances made or
incurred by Mortgagee under this Mortgage, together with interest on all
advances made by Mortgagee at the interest rate applicable under the Note, but
limited to any maximum rate permitted by law to be charged by Mortgagee;

     (B)    To the payment of any and all sums expended by Mortgagee under the
terms hereof, not then repaid, with accrued interest at the Default Rate set
forth in the Note, and all other sums (except advances of principal and interest
thereon) required to be paid by Mortgagor pursuant to any provisions of this
Mortgage, or the Note, or any note evidencing any Future Advance, or any of the
Related Agreements, including, without limitation, all expenses,

                                       33


liabilities and advances made or incurred by Mortgagee under this Mortgage or in
connection with the enforcement thereof, together with interest thereon as
herein provided; and

     (C)    To the payment of the entire amount then due, owing or unpaid for
principal and interest upon the Note, any notes evidencing any Future Advance,
and any other obligation secured hereby, with interest on the unpaid principal
at the rate set forth therein from the date of advancement thereof until the
same is paid in full; and then.

     (D)    The remainder, if any, to the person or persons, including
Mortgagor, legally entitled thereto.

     3.08.  CONDEMNATION AND INSURANCE PROCEEDS. All Condemnation Proceeds,
Insurance Proceeds and any interest earned thereon shall be paid over either by
the condemning authority, insurance company or escrow agent to Mortgagee and
shall be applied first toward reimbursement of the costs and expenses of
Mortgagee (including reasonable attorneys' and paralegals' fees), if any, in
connection with the recovery of such Proceeds, and then shall be applied in the
sole and absolute discretion of Mortgagee and without regard to the adequacy of
its security under this Mortgage (A) to the payment or prepayment of all or any
portion of the Note including the Prepayment Premium described in the Note; (B)
to the reimbursement of expenses incurred by Mortgagee in connection with the
restoration of the Property or Collateral; or (C) to the performance of any of
the covenants contained in this Mortgage as Mortgagee may determine. Any
prepayment of the Note or portion thereof pursuant to Mortgagee's election under
this Section shall be subject to the Prepayment Premium described in the Note.
Upon any Event of Default by Mortgagor under this Mortgage, all right, title and
interest of Mortgagor in and to all any and all insurance policies then in
force, including any and all unearned premiums and existing claims, will inure
to Mortgagee, which, at its sole option, and as attorney-in-fact for Mortgagor,
may then make, settle and give binding acquittances for claims under all such
policies, and may assign and transfer such policies or cancel or surrender them,
applying any unearned premium in such manner as Mortgagee may elect. The
foregoing appointment of Mortgagee as attorney-in-fact for Mortgagor is coupled
with an interest, and is irrevocable.

     3.09.  WAIVER OF MARSHALLING, RIGHTS OF REDEMPTION, HOMESTEAD AND
VALUATION.

     (A)    Mortgagor, for itself and for all persons hereafter claiming through
or under it or who may at any time hereafter become holders of liens junior to
the lien of this Mortgage, hereby expressly waives and releases all rights to
direct the order in which any of the Property or Collateral shall be sold in the
event of any sale or sales pursuant hereto and to have any of the Property
and/or any other property now or hereafter constituting security for any of the
indebtedness secured hereby marshalled upon any foreclosure of this Mortgage or
of any other security for any of said indebtedness.

     (B)    To the fullest extent permitted by law, Mortgagor, for itself and
all who may at any time claim through or under it, hereby expressly waives,
releases and renounces all rights of redemption from any foreclosure sale, all
rights of homestead, exception, monitoring reinstatements, forbearance,
appraisement, valuation, stay and all rights under any other laws which may be
enacted extending the time for or otherwise affecting enforcement or collection
of the Note, the debt evidenced thereby, or this Mortgage.

                                       34


     3.10.  REMEDIES CUMULATIVE. No remedy herein conferred upon or reserved to
Mortgagee is intended to be exclusive of any other remedy herein or by law or
equity provided, but each shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity or
by statute. No delay or omission of Mortgagee to exercise any right or power
accruing upon any Event of Default shall impair any right or power or shall be
construed to be a waiver of any Event of Default or any acquiescence therein.
Every power and remedy given by this Mortgage to Mortgagee may be exercised
separately, successively or concurrently from time to time as often as may be
deemed expedient by Mortgagee. If there exists additional security for the
performance of the obligations secured hereby, Mortgagee, at its sole option,
and without limiting or affecting any of its rights or remedies hereunder, may
exercise any of the rights and remedies to which it may be entitled hereunder
either concurrently with whatever rights and remedies it may have in connection
with such other security or in such order as it may determine. Any application
of any amounts or any portion thereof held by Mortgagee at any time as
additional security or otherwise, to any indebtedness secured hereby shall not
extend or postpone the due dates of any payments due from Mortgagor to Mortgagee
hereunder or under the Note, any Future Advance, or under any of the Related
Agreements, or change the amounts of any such payments or otherwise be construed
to cure or waive any default or notice of default hereunder or invalidate any
act done pursuant to any such default or notice.

     3.11.  NONRECOURSE.  Except as otherwise set forth in this Section, and
subject to Section 3.12 hereof, Mortgagee's recourse under this Mortgage, the
Note and the Related Agreements shall be limited to and satisfied from the
Property and the proceeds thereof, the rents and all other income a rising
therefrom during and after the month in which an Event of Default has occurred,
the other assets of Mortgagor arising out of the Property which are given as
collateral for the Note, and any other collateral given in writing to Mortgagee
as security for repayment of the Note (all of the foregoing are collectively
referred to as the "Loan Collateral"). Notwithstanding the preceding sentence:

     (A)    Mortgagee may, in accordance with the terms of this Mortgage, the
Note or any Related Agreement: (1) foreclose the lien of this Mortgage; (2) take
appropriate action to enforce this Mortgage, the Note and the Related Agreements
to realize upon and/or protect the Loan Collateral; (3) name Mortgagor as a
party defendant in any action brought under this Mortgage, the Note or the
Related Agreements so long as the exercise of any remedy is limited to the Loan
Collateral; (4) pursue all of its rights and remedies against any guarantor or
surety or master tenant whether or not a partner, member or other owner of
Mortgagor; and (5) pursue all of its rights and remedies against Mortgagor and
the indemnitors under that certain Environmental Indemnity Agreement of even
date herewith and that certain Terrorism Insurance Indemnity Agreement of even
date herewith;

     (B)    Mortgagee may seek damages or other monetary relief, to the extent
of actual monetary loss, or any other remedy at law or in equity against
Mortgagor, and the indemnitors/guarantors, if any, under any nonrecourse
exception indemnity agreements ("Nonrecourse Indemnitors") by reason of or in
connection with: (1) the failure of Mortgagor to pay to Mortgagee, upon demand,
all rents, issues and profits of the Property to which Mortgagee is entitled
pursuant to this Mortgage, the Note or the Related Agreements following an Event
of Default; (2) any waste of the Property or any willful act or omission by
Mortgagor which

                                       35


damages or materially reduces the value of the Property; (3) the distribution of
rents, issues and profits from the Property prior to the payment of operating
expenses or the provision for reserves, if any, to be made pursuant to this
Mortgage, the Note or the Related Agreement prior to any other expenditure or
distribution by Mortgagor; (4) the failure to account for and to turn over
security deposits (and interest required by law or agreement to be paid thereon)
or prepaid rents following the occurrence of an Event of Default under this
Mortgage, the Note or any Related Agreements; (5) the failure to timely pay all
real estate taxes or any regular or special assessments affecting the Property;
(6) the failure to account for and to turn over real estate tax accruals
following the occurrence of an Event of Default under this Mortgage, the Note or
any Related Agreements; (7) the failure to maintain casualty and liability
insurance as required under the Note or the Related Agreements or to apply
insurance proceeds or condemnation awards relating to the Property or other
collateral in the manner required under applicable provisions of this Mortgage,
the Note or any Related Agreements; (8) any modification, termination or
cancellation of any lease of all or any portion of the Property without
Mortgagee's prior written consent, if and to the extent such consent is
required under the Note or the Related Agreements and if and to the extent such
modification, termination or cancellation has a material adverse affect on the
value of the Property; (9) a default by Mortgagor under any lease of all or any
portion of the Property; or (10) costs and expenses, including, without
limitation, attorneys' and paralegals' fees and transfer taxes, incurred by
Mortgagee in connection with the enforcement of this Mortgage, the Note or the
Related Agreements or in connection with a deed-in-lieu of foreclosure if the
Event of Default giving rise to the enforcement action is one described in
subsections (B) or (C) as an exception to the nonrecourse provisions, or if the
Mortgagor or any principal of Mortgagor objects to any actions taken by
Mortgagee to exercise its remedies under this Mortgage, the Note or the Related
Agreements; Mortgagor or principal of Mortgagor commences any lawsuit to enjoin
or delay a foreclosure of the Property by Mortgagee, or raises defenses or
counterclaims to a foreclosure action; Mortgagor applies for the appointment of
a receiver, trustee or liquidator for it or for any of its property, or, as a
debtor, files a voluntary petition in bankruptcy, or petition or answer seeking
reorganization or an arrangement with creditors or takes advantage of any
bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or
liquidation law or statute, or makes a general assignment for the benefit of
creditors; or in the event any bankruptcy or reorganization proceedings
(voluntary or involuntary), the Mortgagor or any principal of Mortgagor opposes
any motion by Mortgagee for relief from the Automatic Stay; and

     (C)    Mortgagor, any general partners of Mortgagor and the Nonrecourse
Indemnitor(s), if any, shall become personally liable for payment of all the
indebtedness evidenced by the Note and performance of all other obligations of
Mortgagor under this Mortgage, the Note and Related Agreements upon the
occurrence of any: (i) fraud or willful misrepresentation of a material fact by
Mortgagor, any general partners of Mortgagor, or Nonrecourse Indemnitor(s), if
any, in connection with this Mortgage, the Note, the Related Agreements or any
request for any action or consent by Mortgagee; (ii) a Transfer of any interest
in Mortgagor or all or any portion of the Property or any interest therein in
violation of the terms of this Mortgage, the Note or the Related Agreements; or
(iii) the incurrence by Mortgagor of any indebtedness in violation of the terms
of this Mortgage, the Note or Related Agreements (whether secured or unsecured,
direct or contingent), other than unsecured debt or routine trade

                                       36


payables incurred in the ordinary course of business in connection with the
operation of the Property.

     In addition, Mortgagor, any general partners of Mortgagor and the
Nonrecourse Indemnitors, if any, shall be responsible for any costs and expenses
incurred by Mortgagee in connection with the collection of any amounts for which
Mortgagor, its general partners, if any, and the Nonrecourse Indemnitors, if
any, are personally liable under this Section 3.11, including attorneys' and
paralegals' fees and expenses, court costs, filing fees and all other costs and
expenses incurred in connection therewith.

     3.12.  EVASION OF PREPAYMENT PREMIUM. Mortgagor agrees that in the event
Mortgagee exercises its right to accelerate the maturity date of the Note
following an Event of Default, a tender of payment of an amount necessary to
satisfy the entire indebtedness evidenced by the Note, but without including the
Prepayment Premium described in the Note, made at any time prior to foreclosure
sale either by Mortgagor, its successors and assigns or by anyone on behalf of
Mortgagor, shall be deemed to constitute an evasion of the prepayment provisions
of the Note and such payment shall therefore be deemed to be a prepayment under
the Note, and to the extent permitted by law, shall include the Prepayment
Premium described in the Note.

                                   ARTICLE IV

                                  MISCELLANEOUS

     4.01.  SEVERABILITY. In the event any one or more of the provisions
contained in this Mortgage shall for any reason be held to be invalid, illegal
or uneforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Mortgage, but this Mortgage shall
be construed as if such invalid, illegal or unenforceable provision had never
been contained herein, but only to the extent that it is invalid, illegal or
unenforceable.

     4.02.  CERTAIN CHARGES AND BROKERAGE FEES.

     (A)    Mortgagor agrees to pay Mortgagee its standard charge (or if there
is no standard charge, then Mortgagor shall reimburse Mortgagee for its
reasonable expenses) for each written statement requested of Mortgagee as to the
obligations secured hereby, furnished at Mortgagor's request. Mortgagor further
agrees to pay the charges of Mortgagee for any other service rendered Mortgagor,
or on its behalf, connected with this Mortgage or the indebtedness secured
hereby, including, without limitation, the delivery to an escrow holder of a
request for full or partial release or satisfaction of this Mortgage,
transmittal to an escrow holder of moneys secured hereby, changing its records
pertaining to this Mortgage and indebtedness secured hereby to show a new owner
of the Property, and replacing an existing policy of insurance held hereunder
with another such policy.

     (B)    Mortgagor agrees to indemnify and hold Mortgagee harmless from any
responsibility and/or liability for the payment of any commission charge or
brokerage fees to anyone which may be payable in connection with the funding of
the loan evidenced by the Note and this Mortgage or refinancing of any prior
indebtedness, if applicable, based upon any action

                                       37


taken by Mortgagor. It is understood that any such commission charge or
brokerage fees shall be paid directly by Mortgagor to the entitled parties.

     4.03.  NOTICES.

     (A)    All notices expressly provided hereunder to be given by Mortgagee to
Mortgagor and all notices, demands and other communications of any kind or
nature whatever which Mortgagor may be required or may desire to give to or
serve on Mortgagee shall be in writing and shall be (1) hand-delivered,
effective upon receipt, (2) sent by United States Express Mail or by private
overnight courier, effective upon receipt, or (3) served by certified mail, to
the appropriate address set forth below, or at such other place as Mortgagor or
Mortgagee, as the case may be, may from time to time designate in writing by ten
(10) days prior written notice thereof. Any such notice or demand served by
certified mail, return receipt requested, shall be deposited in the United
States mail, with postage thereon fully prepaid and addressed to the party so to
be served at its address stated below or at such other address of which said
party shall have theretofore notified in writing, as provided above, the party
giving such notice. Service of any such notice or demand so made shall be deemed
effective on the day of actual delivery as shown by the addressee's return
receipt or the expiration of three (3) business days after the date of mailing,
whichever is the earlier in time. Any notice required to be given by Mortgagee
shall be equally effective if given by Mortgagee's agent, if any.

                                       38


     (B)    Mortgagor hereby requests that any notice, demand, request or other
communication (including any notice of an Event of Default and notice of sale as
may be required by law) desired to be given or required pursuant to the terms
hereof be addressed to Mortgagor as follows:

            Inland Southeast Stony Creek, L.L.C.
            2901 Butterfield Road
            Oakbrook, Illinois 60523
            Attention:    Roberta Matlin

     With a copy to:

            The Inland Real Estate Group, Inc.
            2901 Butterfield Road
            Oakbrook, Illinois 60523
            Attention:    General Counsel

     All notices and other communications to Mortgagee shall be addressed as
follows:

            c/o Allstate Investments, LLC
            Allstate Plaza South, Suite G5C
            3075 Sanders Road
            Northbrook, Illinois 60062
            Attention:    Commercial Mortgage Division
                          Servicing Manager

     With a copy to:

            Allstate Insurance Company
            Investment Law Division
            Allstate Plaza South, Suite G5A
            3075 Sanders Road
            Northbrook, Illinois 60062

     4.04.  MORTGAGOR NOT RELEASED: CERTAIN MORTGAGEE ACTS.

     (A)    Extension of the time for payment or modification of the terms of
payment of any sums secured by this Mortgage granted by Mortgagee to any
successor in interest of Mortgagor shall not operate to release, in any manner,
the liability of Mortgagor. Mortgagee shall not be required to: commence
proceedings against such successor or refuse to extend time for payment or
otherwise modify the terms of payment of the sums secured by this Mortgage, by
reason of any demand made by Mortgagor. Without affecting the liability of any
person, including Mortgagor, but subject to the terms and provisions of Section
3.11, for the payment of any indebtedness secured hereby, or the legal operation
and effect of this Mortgage on the remainder of the Property for the full amount
of any such indebtedness and liability unpaid, Mortgagee is empowered as
follows: Mortgagee may from time to time and without notice (1) release any
person liable for the payment of any of the indebtedness; (2) extend the time or
otherwise alter the terms of payment of any of the indebtedness; (3) accept
additional real or personal property

                                       39


of any kind as security therefor, whether evidenced by deeds of trust,
mortgages, security agreements or any other instruments of security; or (4)
alter, substitute or release any property securing the indebtedness.

     (B)    Mortgagee may at its sole option and without any duty to do so, at
any time, and from time to time, (1) consent to the making of any map or plan of
the Property or any part thereof; (2) join in granting any easement or creating
any restriction thereon; (3) join in any subordination or other agreement
affecting this Mortgage or the legal operation and effect or charge hereof; or
(4) release or reconvey, without any warranty, all or part of the Property from
the lien of this Mortgage.

     4.05.  INSPECTION. Upon reasonable prior notice and subject to the rights
of tenants under the Leases, Mortgagee may at any reasonable time make or cause
to be made entry upon and make inspections, reappraisals, surveys, construction
and environmental testing of the Property or any part thereof in person or by
agent, and if Mortgagee has a reasonable basis to believe that Mortgagor is in
breach of any covenant of this Mortgage in regard to the Property, the cost of
any such inspection shall be borne by the Mortgagor.

     4.06.  RELEASE OR RECONVEYANCE OR CANCELLATION. Upon the payment in full of
all sums secured by this Mortgage, Mortgagee shall cancel and release this
Mortgage and shall surrender this Mortgage and all notes evidencing indebtedness
secured by this Mortgage to Mortgagor. Upon payment of its fees and any other
sums owing to it under this Mortgage, Mortgagee shall release this Mortgage or
reconvey the Property without warranty to the person or persons legally entitled
thereto. The duly recorded release or reconveyance of the Property shall
constitute a reassignment of the Leases by the Mortgagee to the Mortgagor. Such
person or persons shall pay all fees of Mortgagee and costs of recordation, if
any. The recitals in such release or reconveyance of any matters or facts shall
be conclusive proof of the truthfulness thereof.

     4.07.  STATUTE OF LIMITATIONS. Mortgagor hereby expressly waives and
releases to the fullest extent permitted by law, the pleading of any statute of
limitations as a defense to any and all obligations secured by this Mortgage.

     4.08.  INTERPRETATION. Wherever used in this Mortgage, unless the context
otherwise indicates a contrary intent, or unless otherwise specifically provided
herein, the word "Mortgagor" shall mean and include both Mortgagor and any
subsequent owner or owners of the Property, and the word "Mortgagee" shall mean
and include not only the original Mortgagee hereunder but also any future owner
and holder, including pledgees, of the Note or other obligations secured hereby.
In this Mortgage, the Note and the Related Agreements, whenever the context so
requires, the masculine gender includes the feminine and/or neuter, and the
neuter includes the feminine and/or masculine, and the singular number includes
the plural. In this Mortgage the Note and the Related Agreements, the use of the
word "including" shall not be deemed to limit the generality of the term or
clause to which it has reference, whether or not non-limiting language (such as
"without limitation," or "but not limited to," or words of similar import) is
used with reference thereto.

                                       40


     4.09.  CAPTIONS. The captions and headings of the Articles and Sections of
this Mortgage, the Note and the Related Agreements are for convenience only and
are not to be used to interpret, define or limit the provisions hereof.

     4.10.  CONSENT. The granting or withholding of consent by Mortgagee to any
transaction as required by the terms hereof shall not be deemed a waiver of the
right to require consent to future or successive transactions. Mortgagor
covenants and agrees to reimburse Mortgagee promptly on demand for all legal and
other expenses incurred by Mortgagee or its servicing agent in connection with
all requests by Mortgagor for consent or approval under this Mortgage.

     4.11.  DELEGATION TO SUBAGENTS. Wherever a power of attorney is conferred
upon Mortgagee hereunder or under the Related Agreements, it is understood and
agreed that such power is conferred with full power of substitution, and
Mortgagee may elect in its sole discretion to exercise such power itself or to
delegate such power, or any part thereof, to one or more subagents and such
power shall be deemed to be coupled with an interest and irrevocable so long as
this Mortgage has not been cancelled.

     4.12.  SUCCESSORS AND ASSIGNS. All of the grants, obligations, covenants,
agreements, terms, provisions and conditions herein shall run with the land and
shall apply to, bind and inure to the benefit of, the heirs, administrators,
executors, legal representatives, successors and assigns of Mortgagor (but this
shall not permit any assignment prohibited hereby) and the endorsees,
transferees, successors and assigns of Mortgagee. In the event Mortgagor is
composed of more than one party, the obligations, covenants, agreements, and
warranties contained herein and in the Related Agreements as well as the
obligations arising therefrom are and shall be joint and several as to each such
party.

     4.13.  GOVERNING LAW. THIS MORTGAGE IS INTENDED TO BE GOVERNED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED.
MORTGAGOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY.

     4.14.  CHANGES IN TAXATION. If, after the date of this Mortgage, any law is
passed by the state in which the Property is located or by any other governing
entity, imposing upon Mortgagee any tax against the Property, or changing in any
way the laws for the taxation of mortgages or deeds of trust or debts secured by
mortgages or deeds of trust so that an additional or substitute tax is imposed
on Mortgagee or the holder of the Note, Mortgagor shall reimburse Mortgagee for
the amount of such taxes immediately upon receipt of written notice from
Mortgagee. Provided, however, that such requirement of payment shall be
ineffective if Mortgagor is permitted by law to pay the whole of such tax in
addition to all other payments required hereunder, without any penalty or charge
thereby accruing to Mortgagee and if Mortgagor in fact pays such tax prior to
the date upon which payment is required by such notice.

     4.15.  MAXIMUM INTEREST RATE. No provision of this Mortgage or of the Note
or of any note evidencing a Future Advance shall require the payment or permit
the collection of interest in excess of the maximum non-usurious rate permitted
by applicable law. In the event such interest does exceed the maximum legal
rate, it shall be canceled automatically to the extent that such interest
exceeds the maximum legal rate and if theretofore paid, credited on the
principal amount of the Note or, if the Note has been prepaid, then such excess
shall be rebated to

                                       41


Mortgagor. It is the intent of Mortgagor and Mortgagee that the interest rate
charged under the Note, this Mortgage any note representing any Future Advance
and any of the Related Agreements shall comply with all applicable law and not
exceed the maximum rate allowed by law.

     4.16.  TIME OF ESSENCE. Time is of the essence of the obligations of
Mortgagor in this Mortgage and the Related Agreements and each and every term,
covenant and condition made herein by or applicable to Mortgagor.

     4.17.  REPRODUCTION OF DOCUMENTS. This Mortgage and all documents relating
thereto, specifically excluding the Note but including, without limitation,
consents, waivers and modifications which may hereafter be executed, financial
and operating statements, certificates and other information previously or
hereafter furnished to Mortgagee, may be reproduced by Mortgagee by any
photographic, photostatic, microfilm, micro-card, miniature photographic or
other similar process and Mortgagee may destroy any original document ("Master")
so reproduced. Mortgagor agrees and stipulates that any such reproduction is an
original and shall be admissible in evidence as the Master in any judicial or
administrative proceeding (whether or not the Master is in existence and whether
or not such reproduction was made or preserved by Mortgagee in the regular
course of business) and any enlargement, facsimile or further reproduction of
such a reproduction shall be no less admissible.

     4.18.  NO ORAL MODIFICATIONS. This Mortgage may not be amended or modified
orally, but only by an agreement in writing signed by the party against whom
enforcement of any amendment or modification is sought.

     4.19.  FURTHER ASSURANCES. Mortgagor, from time to time, will execute,
acknowledge, subscribe and deliver to or at the direction of Mortgagee such
documents and further assurances as Mortgagee may reasonably require for the
purpose of evidencing, perfecting or confirming the lien and security interest
created by this Mortgage or the security to be afforded by the Related
Agreements, or both. Without limiting the foregoing and notwithstanding anything
in this Mortgage or the Related Agreements to the contrary, Mortgagor will
defend, indemnify and hold Mortgagee harmless with respect to any suit or
proceeding in which the validity, enforceability or priority of any such lien or
security interest, or both, is endangered or contested, directly or indirectly.
If Mortgagor fails to undertake the defense of any such claim in a timely
manner, or, in Mortgagee's sole determination, fails to prosecute such defense
with due diligence, then Mortgagee is authorized to take, at the sole expense of
Mortgagor, all necessary and proper action in defense of any such claim,
including, without limitation, the retention of legal counsel, the prosecution
or defense of litigation and the compromise or discharge of claims, including
payment of all costs and reasonable attorneys' and paralegals' fees. All costs,
expenses and losses, if any, so incurred by Mortgagee, including all reasonable
attorneys' and paralegals' fees, regardless of whether suit is brought, for all
administrative, trial and appellate proceedings, if any, will constitute
advances by Mortgagee as provided herein.

                                    * * * * *

                            [Signature Page Follows]

                                       42


     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Mortgage as of the day and year first hereinabove written.


                                       MORTGAGOR AND "DEBTOR"

                                       INLAND SOUTHEAST STONY CREEK, L.L.C.,
                                       a Delaware limited liability company

                                       By:  INLAND WESTERN RETAIL REAL ESTATE
                                            TRUST, INC., a Maryland corporation,
                                            Its sole member

                                            By: /s/ Debra A. Palmer
                                               --------------------------
                                            Its: Asst Secretary
                                                -------------------------

                                       43


STATE OF Illinois )
                  )  SS.
COUNTY OF Cook    )


     I, the undersigned, a Notary Public, in and for the County and State
aforesaid, DO HEREBY CERTIFY, that Debra A. Palmer, the Asst. Secretary of
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, the sole
member of INLAND SOUTHEAST STONY CREEK, L.L.C., a Delaware limited liability
company, personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that as such officer he/she signed and delivered the said
instrument as his/her free and voluntary act and deed and as the free and
voluntary act and deed of said entities, for the uses and purposes therein set
forth.

     GIVEN under my hand and notarial seal this 14th day of January, 2004.

(SEAL)

                                       /s/ Elizabeth Ann Irving
                                       ------------------------
                                             Notary Public

My commission expires:
                                             "OFFICIAL SEAL"
11-14-2004                                 ELIZABETH ANN IRVING
                                     NOTARY PUBLIC STATE OF ILLINOIS
                                     My Commission Expires 11/14/2004

This document prepared by,
and after recording return to:

Sandra L. Waldier
Bell, Boyd & Lloyd LLC
70 West Madison Street
Suite 3300
Chicago, Illinois 60602



                                    EXHIBIT A


                               Legal Description:

Lots numbered 2,3,5, and 7A and Blocks "A", "B", and "C" as shown on the plat of
Stony Creek Marketplace Lots 2, 3, 4, 5, 7, and Blocks A, B, and C Corrective
Plat recorded January 16, 2004 in Plat Cabinet 3, Slide 328 as Instrument No.
2004-00003598 in the Office of the Recorder of Hamilton County, Indiana.

Together with easements created by that certain Declaration of Development
Standards, Covenants and Restrictions dated June 14, 2001, recorded on July 3,
2001 as instrument No. 200100040592, as amended by that certain First Amendment
to Declaration of Development Standards, Covenants and Restrictions dated
January 24, 2003, recorded January 28, 2003 as Instrument No. 200300010148.



                                    EXHIBIT B

                                (Fixture Filing)

     Pursuant to the security agreement contained in this Mortgage ("Security
Agreement") and the appropriate Uniform Commercial Code ("UCC") sections in the
State in which the Fixtures are located, as amended and recodified from time to
time, this Mortgage shall constitute a Fixture Filing.

     1.     DESCRIPTION OF FIXTURES. "Fixtures" shall include all articles of
personal property now or hereafter attached to, placed upon for an indefinite
term or used in connection with said real property, appurtenances and
improvements together with all goods and other property which are or at any time
become so related to the Property that an interest in them arises under real
estate law.

     2.     DESCRIPTION OF COLLATERAL. The Collateral, as defined in the
Security Agreement, includes, without limitation, the following items and types
of Collateral as well as certain other items and types of Collateral:

     All equipment, fixtures, goods, inventory and all present and future
accessions and products thereof and thereto as defined in the UCC, now or at any
time acquired, used, or to be used for or in connection with the construction,
use or enjoyment of the Property by Mortgagor, whether in the possession of
Mortgagor, warehousemen, bailees or any other person and whether located at the
Property or elsewhere, including without limitation:

     (A)    all building, maintenance or service equipment; building,
maintenance or raw materials or supplies; component parts or work in process;
appliances; furnishings; machinery; and tools; and

     (B)    all goods and property covered by any warehouse receipts, bills of
lading and other documents evidencing any goods or other tangible personal
property of any kind (including any Collateral) in which Mortgagor now or at any
time hereafter has any interest in connection with any or all of the Property or
Collateral; and

     (C)    any and all products of any accessions to any such Collateral which
may exist at any time.

     Part of the above described goods are or are to become Fixtures on the
Property. As used in this Exhibit to qualify the scope of Mortgagee's security
interest in any of the Collateral, the phrase "in connection with any or all of
the Property or Collateral" shall be used in its broadest and most comprehensive
sense and shall include without limitation property used or acquired (or to be
used or acquired) in connection with the improvement, development, construction,
repair or remodeling of any or all of the Property, property arising from or in
connection with the operation, use, maintenance, occupancy, sale, lease or
disposition of any or all of the Property or Collateral, property used or
acquired (or to be used or acquired) in connection with Mortgagor's performance
of any of its obligations to Mortgagee, and property acquired with any loan
proceeds. If any property is used (or to be used) for multiple or different
purposes, and one such purpose relates to any aspect of the Property or
collateral, such property shall constitute



Collateral hereunder, unless Mortgagee shall release such property from this
Fixture Filing and Mortgagee's security interest in a duly executed written
instrument.

     3.     RELATION OF FIXTURE FILING TO MORTGAGE. Some or all of the
Collateral described in Section 2 above may be or become Fixtures in which
Mortgagee has a security interest under the Security Agreement. However, nothing
herein shall be deemed to create any lien or interest in favor of Mortgagee
under this Mortgage in any such Collateral which is not a fixture, and the
purpose of this Exhibit B is to create a fixture filing under the appropriate
Uniform Commercial Code sections in the State in which the Fixtures are located,
as amended or recodified from time to time, the rights, remedies and interests
of Mortgagee under this Mortgage are independent and cumulative, and there shall
be no merger of any lien hereunder with any security interest created by the
Security Agreement. Mortgagee may elect to exercise or enforce any of its
rights, remedies, or interests under this Mortgage as Mortgagee may from time to
time deem appropriate.

            4.   NAME AND ADDRESS OF MORTGAGEE:

                 Allstate Life Insurance Company and
                 Allstate Insurance Company
                 Allstate Plaza South, Suite G5C
                 3075 Sanders Road
                 Northbrook, Illinois 60062
                 Attention:   Commercial Mortgage Division
                              Servicing Manager

     5.     OTHER FIXTURE FINANCING AND REMOVAL OF FIXTURES. (A) Mortgagee has
not consented to any other security interest of any other person in any Fixtures
and has not disclaimed any interest in any Fixtures; and (B) Mortgagee has not
agreed or consented to the removal of any Fixtures from the Property, and any
such consent by Mortgagor shall not be binding on Mortgagee. Mortgagee reserves
the right to prohibit the removal of any Fixtures by any person with the legal
right to remove any Fixtures from the Property unless and until such person
makes arrangements with (and satisfactory to) Mortgagee for the payment to
Mortgagee of all costs of repairing any physical injury to the Property which
may be caused by the removal of such Fixtures. Any such payment shall be made
directly to Mortgagee at its request, and Mortgagee may hold such payment as
additional collateral under this Mortgage. Failure by Mortgagor to cause the
delivery to Mortgagee of any such payment shall constitute both: (1) waste under
(and breach of) this Mortgage; and (2) conversion of Collateral under (and a
breach of) the Security Agreement.



                                    EXHIBIT C

                             (Permitted Exceptions)

1.   Taxes for the year 2003 and subsequent years, a lien but not yet due and
     payable.

2.   Easement of necessity for access for the adjoiner to the east across the
     insured real estate.

3.   Terms and provisions of a Road Easement Agreement dated October 10, 2000
     and recorded November 17, 2000 as Instrument No. 2000-57955.

4.   Rights of Reversion as set out in a Limited Warranty Deed with Right of
     Reversion dated October 17, 2000 and recorded November 17, 2000 as
     Instrument No. 2000-57951, as amended by Amended Limited Warranty Deed with
     Right of Reversion dated April 23, 2001 and recorded May 8, 2001 as
     Instrument No. 2001-25776.

5.   Memorandum of Development Agreement by and between Duke Construction
     Limited Partnership and Meijer Stores Limited Partnership dated June 15,
     2001 and recorded July 3, 2001 as Instrument No. 2001-40593.

6.   Terms and provisions of a Taxpayer Agreement and Consent to Real
     Property Tax Lien dated June 15, 2001 and recorded December 26, 2001 as
     Instrument No. 2001-85653.

7.   Terms and provisions of an Use Restriction Agreement by and between Duke
     Construction Limited Partnership and First Indiana Bank, N.A. dated January
     27, 2003 and recorded February 5, 2003 as Instrument No. 2003-12444.

8.   Easement in favor of: all utility companies and their agents and employees
     Type of easement: Utility
     Dated: March 20, 2002
     Recorded: May 2, 2002
     Instrument No.: 2002-32599
     Subject to the terms and conditions thereof.

9.   Limited Access Fence Removal Covenant recorded November 20, 2002 as
     Instrument No. 2002-89080.

10.  Terms and provisions of a Nonexclusive Parking Easement Agreement by and
     between Duke Construction Limited Partnership and Meijer Stores Limited
     Partnership dated February 28, 2003 and recorded March 12, 2003 as
     Instrument No. 2003-25008.

11.  Terms and provisions of an Ordinance Vacating Right of Way for Cumberland
     Road dated August 13, 2002 and recorded September 26, 2002 as Instrument
     No. 2002-70245.



12.  Convenants, conditions, restrictions, setback lines, utility easements and
     any amendments thereto contained in the plat of Stony Creek Marketplace,
     Lots 2, 3, 4, 5, 7 & Blocks A, B, & C, Secondary Plat recorded October 22,
     2002 in Plat Cabinet 3, Slide 74 as Instrument No. 2002-79217. A violation
     of the covenants, conditions, and restrictions will not result in
     forfeiture or reversion of title. We delete any covenant, condition, or
     restriction indicating a preference, limitation or discrimination based on
     race, color, religion, sex, handicap, familial status or national origin to
     the extent such covenants, conditions or restrictions violate 42 USC 3604
     (c).

13.  Declaration of Development Standards, Covenants and Restrictions dated June
     14, 2001 and recorded July 3, 2001 as Instrument No. 2001-40592, as amended
     by First American to Declaration of Development Standards, Covenants, and
     Restrictions dated January 24, 2003 and recorded January 28, 2003 as
     Instrument No. 2003-10148. The Declaration provides for regular and special
     assessments which shall constitute a lien upon the land. The Declaration
     also provides that the lien of any assessment shall be subordinate to the
     lien of any first mortgage. A violation of the covenants, conditions, and
     restrictions will not result in forfeiture or reversion of title. We delete
     any covenant, condition, or restriction indicating a preference, limitation
     or discrimination based on race, color, religion, sex, handicap, familial
     status or national origin to the extent such covenants, conditions, or
     restrictions violate 42 USC 3604 (c).

EX-10.39

                                                                   Exhibit 10.39

                       THIRD AMENDMENT TO CONTRACT OF SALE

          THIS THIRD AMENDMENT (this "THIRD AMENDMENT") dated as of January 16,
2004 by and between DDRA COMMUNITY CENTERS FOUR, L.P., having an address c/o DRA
Advisors LLC, 220 East 42nd Street, 27th Floor, New York, New York 10017
("SELLER") and INLAND REAL ESTATE ACQUISITIONS, INC., 2901 Butterfield Road, Oak
Brook, Illinois 60523 ("PURCHASER").

                              W I T N E S S E T H :

          WHEREAS, Seller and Purchaser have entered into a Contract of Sale,
dated December 23, 2003 as amended by a First Amendment to Contract dated as of
December 26, 2003, as amended by a Second Amendment to Contract dated as of
January 6, 2004 (as amended, the "CONTRACT") with respect to the Premises (as
defined in the Contract); and

          WHEREAS, the parties wish to amend the Contract.

          NOW, THEREFORE, for good and valuable consideration, the sufficiency
of which the parties hereby acknowledge, the parties agree as follows:

          1.   All capitalized terms set forth herein shall have the meanings
ascribed to such terms in the Contract unless otherwise defined herein.

          2.   The following shall be inserted as Article 15 of the Contract:

               15.1   At Closing, Seller shall deposit in escrow with Escrowee
the aggregate rent (including expense recovery charges) set forth on Schedule H
annexed hereto (except as may be reduced pursuant to Section 15.3 below) ("PAD
ESCROW") payable by the Space Tenants listed on Schedule H (each, and, if
applicable, their replacements, individually, a "PAD TENANT" and, collectively,
the "PAD TENANTS") for the first twelve (12) months (the "INITIAL PERIOD") of
the twenty four (24) month period commencing as of the Closing Date (such 24
month period, the "PAD TERM" and the second twelve (12) months of the Pad Term
(the "SECOND PERIOD"). The Pad Escrow shall be held in an interest bearing
account pursuant to the escrow instructions set forth on EXHIBIT 14 (as amended
in this Third Amendment). If, during the Pad Term, any Pad Tenant shall make a
monthly rent payment to Purchaser which is less than the monthly amount
corresponding to such Pad Tenant on Schedule H and such reduction in rent is due
directly to the Proceeding, Purchaser shall be entitled to withdraw, at any time
after the fifteenth (15th) day (the "WITHDRAWAL DATE") of the applicable month,
from the Pad Escrow the monthly rental payment for such Pad Tenant as set forth
on Schedule H less any amount received by Purchaser allocable to the Pad Tenant
(and if Purchaser thereafter receives any amount allocable to the Pad Tenant
whether during the Pad Term or after the expiration of the Pad Term, which is
attributable to the month for which Purchaser received an escrow withdrawal,
Purchaser shall promptly remit such amount to Escrowee if received during the
Initial Period and to Seller if received during the Second Period). Commencing
on the first anniversary of the Closing Date, Escrowee shall distribute to
Seller the balance of the Pad Escrow attributable to a particular month in the
Second Period immediately after the earlier of (i) Purchaser's Pad Escrow
withdrawal for such month or (ii) ten (10) days after the applicable Withdrawal
Date. Upon the expiration of the Pad Term, Escrowee shall distribute to Seller
the balance of the Pad Escrow, if any, and Seller shall be released from all
liability to Purchaser under this Article 15.



Notwithstanding the foregoing, to the extent any Pad Tenant delivers a "not
sufficient funds" check to Purchaser, and a corresponding sum is released to
Seller during the Second Period, pursuant to the terms of this paragraph, Seller
agrees to reimburse Purchaser therefor within thirty (30) days after receipt of
notice from Purchaser.

               15.2   During the Pad Term, Purchaser shall: (i) use best efforts
to enforce the provisions of all space leases at the Premises, (ii) take
commercially reasonable actions so as to mitigate the likelihood of a Pad Tenant
reducing its monthly rental payments or terminating its space lease, (iii) in
the event a Pad Tenant (A) vacates its premises and is in default under its
space lease for the nonpayment of rent or (B) terminates its space lease, use
best efforts to enter into new space leases for such premises consistent with
market standards and (iv) not enter into any agreement with a Pad Tenant
regarding its waiver or reduction of rent under its space lease, without
Seller's prior written consent.

               15.3   Notwithstanding anything contained herein to the contrary,
in the event that, as of the Closing Date, any Pad Tenant is deemed to occupy
Future Master Lease Space, Seller's obligations with respect to such Pad Tenant
under this Article 15 shall be null and void and of no further force and effect,
including without limitation, Seller's obligation to post the applicable Pad
Escrow.

               15.4   Seller shall have no obligation or liability to Purchaser,
pursuant to this Article 15, in excess of the amounts set forth on Schedule H
(as reduced pursuant to Section 15.1 and 15.3 above).

               15.5   The provisions of Article 15 shall survive Closing.

          3.   The following shall be inserted as Article 16 of the Contract:

               "Notwithstanding anything contained in the Contract to the
contrary, in consideration for the provisions set forth in Articles 15 and 19,
Purchaser hereby agrees to release, pay, indemnify, defend, exonerate, protect
and save Seller harmless against and from any and all costs, damages, losses,
liabilities, liens, encumbrances, judgments, obligations, penalties, claims,
disbursements or expenses of any kind or nature whatsoever, whether direct or
contingent, including, without limitation, reasonable attorneys' fees and
disbursements which may at any time be imposed upon, incurred by or asserted or
awarded against Purchaser, Seller or the Premises, and arising from, out of,
under, or in any way relating to the Proceeding or any work performed in
connection therewith except to the extent of Seller's obligations in Article 15,
provided that Purchaser's indemnity shall not include consequential damages.
Purchaser hereby acknowledges that Seller has filed a Motion to Withdraw the
Award (the "Award") of Special Commissioners in connection with the Proceeding
and Purchaser shall not object to or interfere with same. Notwithstanding the
foregoing, Purchaser agrees to use commercially reasonable efforts (at Seller's
sole cost and expense) to assist Seller in its collection of the Award in the
event Seller requests same. It is understood that the amount of the Award in
excess of Six Hundred Thousand and 00/100 Dollars ($600,000.00) shall belong to
Purchaser. The provisions of this Article 16 shall survive Closing."

          4.   The following shall be inserted as Article 17 of the Contract:

               "Notwithstanding anything contained in the contract to the
contrary, in consideration for the provisions set forth in Article 15, Seller
hereby agrees to release, pay,



indemnify, defend, exonerate, protect and save Purchaser harmless against and
from any and all costs, damages, losses, liabilities, liens, encumbrances,
judgments, obligations, penalties, claims, disbursements or expenses of any kind
or nature whatsoever, whether direct or contingent, including, without
limitation, reasonable attorneys' fees and disbursements which may at any time
be imposed upon, incurred by or asserted or awarded against Purchaser, Seller or
the Premises, and arising from, out of, under, or in any way relating to that
certain Petition titled ISO Group, Inc. d/b/a Successories of Texas, Plaintiff
v. DDRA Community Centers Four, L.P., Defendant, in the District Court of the
407th Judicial District, Bexar County, Texas, Case No. 2003C119672 (the
"Petition"), provided that Seller's indemnity shall not include consequential
damages. Seller may in connection with any settlement of the Petition, agree to
allow the Successories of Texas Space Tenant to reduce or abate the rental
payments under the Successories of Texas Space Lease affecting a period of time
not to exceed the Pad Term Purchaser agrees to reasonably cooperate with Seller
in the defense or settlement of the Petition and agrees not to adversely affect
Seller's defense of same in any manner, and Purchase agrees to execute an
amendment to such Space Lease reflecting any such rent reduction or abatement or
other reasonable provision. The provisions of this Article 17 shall survive
Closing."

          5.   The following shall be inserted as Article 18 of the Contract:

               "Seller agrees to endeavor to repair the roofs at the Premises as
set forth in Schedule I annexed hereto (the "Roof Repairs") on or prior to
Closing but if not so fully repaired Purchaser shall, as its sole remedy,
receive a credit equal to the difference between (i) Thirty-five Thousand and
00/100 Dollars ($35,000.00) and (ii) the amount expended by Seller (as evidenced
by copies of invoices and paid receipts) in connection with the Roof Repairs
from the date hereof through and including the date of Closing, whereupon
Purchaser shall be responsible for completing any such incomplete repairs.
Notwithstanding the foregoing, in no event shall Seller be obligated to expend
more than Thirty-five Thousand and 00/100 Dollars ($35,000.00) on the Roof
Repairs."

          6.   The Escrow Agreement annexed to the Contract as EXHIBIT 14 shall
be deleted and the annexed EXHIBIT 14 inserted in lieu thereof.

          7.   Purchaser hereby acknowledges and agrees that (i) the Contract is
in full force and effect and (ii) Purchaser shall have no right to cancel the
Contract pursuant to Sections 9.3(a)(xii) and 12 of the Contract.

          8.   Section 9.4(a)(ii) of the Contract shall be amended to insert the
words ", provided, that, Purchaser shall have no obligation to collect
Additional Rent payable under the Ross Dress for Less Space Lease that relates
to 2003 and prior calendar years." after the word "Closing" at the end of the
third (3rd) sentence.

          9.   Section 14.2 of the Contract shall be amended to insert the words
"or any termination fee" after the word "rent" in the following parenthetical
"(and if Purchaser receives any rent from Space Tenants allocable to Master
Lease Space after the expiration of the Master Lease term attributable to the
Master Lease term, Purchaser shall promptly remit such amounts to Seller)."

          10.  The following shall be inserted as Article 19 of the Contract:



               "Seller agrees to credit Purchaser, at Closing, Twenty-five
Thousand and 00/100 Dollars ($25,000.00) in connection with Purchaser's
relocation after the Closing of the West pylon sign, whereupon Purchaser shall
be responsible for all costs and expenses arising out of such relocation. Seller
agrees to credit Purchaser, at Closing, Forty-three Thousand Three Hundred
Twenty-seven and 00/100 Dollars ($43,327.00) in consideration of additional work
necessary to be performed by reason of the Proceeding."

          11.  Developers Diversified Realty Corporation agrees to use good
faith efforts to deliver to Purchaser's auditor an audit letter substantially in
the form annexed hereto as EXHIBIT A.

          12.  Except as modified by this Third Amendment, the Contract shall
remain unmodified and in full force and effect and is hereby ratified and
confirmed in all respects by Seller and Purchaser.

          13.  This Third Amendment may be executed in two or more counterparts
and each of such counterparts, for all purposes, shall be deemed to be an
original but all of such counterparts together shall constitute but one and the
same instrument, binding upon all parties hereto, notwithstanding that all of
such parties may not have executed the same counterpart. Facsimile signatures
shall be binding.

                         [SIGNATURES ON FOLLOWING PAGE]



     IN WITNESS WHEREOF, the parties hereto have duly executed this Third
Amendment the day and year first above written.

                              SELLER:

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner

                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member


                                        By:  /s/ David Luski
                                             -----------------------------------
                                             Name:  David Luski
                                             Title: Vice President

                              By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                   corporation, its general partner

                              By:  /s/ David Luski
                                   ---------------------------------------------
                                   Name:  David Luski
                                   Title: Authorized Person


                              PURCHASER:
                              INLAND REAL ESTATE ACQUISITIONS, INC.

                              By: /s/ G. Joseph Cosenza
                                  --------------------------
                                  Name: G. Joseph Cosenza
                                  Title: President

As to Sections 4 and 14 of the Contract:
HERITAGE TITLE COMPANY, Escrowee


- ---------------------------------------------------------


As to Section 4 of the Contract:
CHICAGO TITLE INSURANCE COMPANY, Initial Escrowee


- ---------------------------------------------------------

As to Section 11 of this Third Amendment:
DEVELOPERS DIVERSIFIED REALTY CORPORATION


          /s/ David Luski
- -----------------------------------------
          David Luski, Authorized Person



                                   SCHEDULE H



TENANT:                      PEARLE VISION   ALL BATTERY   SUCCESSORIES   SUPERCUTS
SPACE:                            401            420            425          430
SQUARE FEET:                     3,500          1,600          1,200        1,295       TOTAL
                             ------------------------------------------------------------------
                                                                       
BASE RENT/SQ. FT             $       34.50   $     23.00   $      22.00   $   26.00
EXPENSE RECOVERY/SQ. FT      $        5.54   $      5.76   $       5.76   $    5.76
                             ------------------------------------------------------
TOTAL RENT/SQ. FT            $       40.04   $     28.76   $      27.76   $   31.76
                             ------------------------------------------------------------------
ANNUAL RENTAL PAYMENT        $     140,140   $    46,016   $     33,312   $  47,129   $ 260,597
                             ------------------------------------------------------------------

                             ------------------------------------------------------------------
  Monthly Rental Payment     $      11,678   $     3,835   $      2,776   $   3,427   $  21,716
                             ==================================================================




                                   SCHEDULE I

1.   Replace the stained ceiling tiles at tenant space Pearle Vision.
2.   Repair transition control joints at tilt walls at tenant spaces Lifeway
     Christian and GameStop.
3.   Repair transition control joints and perimeter flashing at tilt walls at
     tenant space Petco.
4.   Repair hole in roof membrane at roof scupper at tenant space Designer Shoe
     Warehouse.
5.   Repair transition control joints at tilt walls at tenant space Designer
     Shoe Warehouse.
6.   Repair transition control joints at tilt walls and roof scuppers at rear of
     tenant space Ross Dress for Less.



                                    EXHIBIT A

                              FORM OF AUDIT LETTER

[DATE]

KPMG LLP
Peat Marwick Plaza
303 E. Wacker
Chicago, Illinois 60601

Ladies and Gentlemen:

We are writing you at your request to confirm our understanding that your audit
of the Historical Summary of Gross Income and Direct Operating Expenses
(Historical Summary) of DDRA Community Centers Four, L.P. (the "Partnership'),
owner of La Plaza Del Norte located in San Antonio, TX (the "Property") for the
twelve months ended December 31, 2003 was made for the purpose of expressing an
opinion as to whether the Historical Summary presents fairly, in all material
respects, the gross income and direct operating expenses in conformity with
accrual basis of accounting. In connection with your audit we confirm, to the
best of our knowledge and belief, the following representations during your
audit:

     We have made available to you:

       1.  All financial records and related data.

     There have been no:

       2a. Meetings of the board of directors.

       2b. Instances of fraud involving any member of management or employees
       who have significant roles in internal control.

       2c. Instances of fraud involving others that could have a material effect
       on the Historical Summary.

       2d. Violations or possible violations of laws or regulations, the effects
       of which should be considered for disclosure in the Historical Summary or
       as a basis for recording a loss contingency.

       2e. Communications from regulatory agencies concerning non-compliance
       with, or deficiencies in, financial reporting practices that could have a
       material effect on the Historical Summary.

     There are no:

       3a. Unasserted claims or assessments that our lawyer(s) has (have)
       advised us are probable of assertion and must be disclosed in accordance
       with Statement of Financial

                                       -8-


       Accounting Standards (SFAS) No. 5, Accounting for Contingencies.

       3b. Material liabilities or gain or loss contingencies that are required
       to be accrued or disclosed by SFAS No. 5.

       3c. Material transactions that have not been properly recorded in the
       accounting records underlying the Historical Summary.

       3d. Events, other than the sale to Inland Western San Antonio Limited
       Partnership and as otherwise disclosed in the audited financial
       statements for the Partnership for the year ended December 31, 2003, that
       have occurred subsequent to the balance sheet date and through the date
       of this letter that would require adjustment to or disclosure in the
       Historical Summary.

       4. The Property has complied with all aspects of contractual agreements
       that would have a material effect on the Historical Summary in the event
       of noncompliance.

Further, we confirm that we are responsible for the fair presentation in the
Historical Summary of Gross Income and Direct Operating Expenses in conformity
with the accrual basis of accounting.

Sincerely,

DEVELOPERS DIVERSIFIED REALTY CORPORATION

                                       -9-


                                   EXHIBIT 14

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                                ESCROW AGREEMENT

          This Escrow Agreement (this "AGREEMENT") is entered into as of January
__, 2004 by and between DDRA Community Centers Four, L.P. ("DDRA"),
[______________] ("Purchaser") and Heritage Title Company ("ESCROWEE").

                                    RECITALS:

          A.   DDRA and Purchaser entered into a contract of sale dated as of
December 23, 2003, as amended by a First Amendment to Contract dated as of
December 26, 2003, as amended by a Second Amendment to Contract dated as of
January 6, 2004 as amended by a Third Amendment to Contract dated as of January
___, 2004, (as amended, the "Contract") with respect to the sale of La Plaza Del
Norte located in San Antonio, Texas (the "PROPERTY").

          B.   Pursuant to Article 14 of the Contract, at Closing (as defined in
the Contract), DDRA has agreed to enter into master leases (each a "MASTER
LEASE" and collectively, the "MASTER LEASES") with Purchaser for the space set
forth on Exhibit A annexed hereto existing at the Property.

          C.   Pursuant to Article 15 of the Contract, DDRA has agreed to be
responsible for certain rent payments (the "RENT PAYMENT") for the Space Tenants
set forth on Exhibit B annexed hereto.

          NOW THEREFORE, for good and valuable consideration, the parties hereby
agree as follows:

          1.   All capitalized terms set forth herein shall have the meanings
ascribed to such terms in the Contract unless otherwise defined herein.

          2.   To fund DDRA's Master Lease obligations as to rent, leasing
commissions and tenant improvements, all as set forth in Section 14 of the
Contract, DDRA has on the date hereof deposited in escrow (the "MASTER LEASE
ESCROW") with Escrowee the amount (the "MASTER LEASE ESCROW AMOUNT") set forth
on Exhibit A annexed hereto. The Master Lease Escrow Amount shall be disbursed
by Escrowee subject to, and in accordance with, the terms and provisions of this
Paragraph 2.

               A.  The portion of the Master Lease Escrow Amount identified as
the sum of [_____________________] ($____________) is hereby referred to as the
Master Lease Rent Escrow. Purchaser shall receive a prorated credit from the
Master Lease Rent

                                      -10-


Escrow on the date of Closing for the rent attributable to the Master Lease
Space from the date of Closing through the end of the month in which Closing
occurs. Thereafter, Purchaser shall receive (and Escrow Agent is hereby
authorized to pay to Purchaser (subject to the terms of this Section 2(A)
without further direction from DDRA) monthly payments, on the fifth (5th) day of
each month (the "MONTHLY PAYMENT DATE"), for the applicable month's rent, from
the Master Lease Rent Escrow, in the sum of [_____] (prorated for any partial
months) (the "Rent Escrow Monthly Payment"). DDRA shall have the right to object
to any Rent Escrow Monthly Payment provided that DDRA sends written notice of
such objection to Purchaser and Escrowee on or before the third (3rd) day prior
to the applicable Monthly Payment Date ("RENTAL PAYMENT OBJECTION"). If Escrowee
does receive such Rental Payment Objection on or before the third (3rd) day
prior to the applicable Monthly Payment Date or if for any other reason Escrowee
in good faith shall elect not to make such payment, Escrowee shall forward a
copy of the Rental Payment Objection, if any, to Purchaser, and continue to hold
the applicable Rent Escrow Monthly Payment unless otherwise directed by written
instructions from the parties to this Agreement or by a judgment of a court of
competent jurisdiction. In any event, Escrowee shall have the right to refrain
from taking any further action with respect to the Master Lease Rent Escrow
until it is reasonably satisfied that such dispute is resolved or action by
Escrowee is required by an order or judgment of a court of competent
jurisdiction. Escrowee, by signing this Agreement at the end hereof where
indicated, signifies its agreement to hold the Master Lease Rent Escrow for the
purposes as provided in this Agreement.

               B.  (I) Beginning on the date hereof and continuing through and
including the date on which the term of the Master Leases expire pursuant to
Section 14 of the Contract (such period is hereinafter referred to as the
"MASTER LEASE ESCROW PERIOD"), Purchaser and/or DDRA may request (each such
request, a "DISBURSEMENT REQUEST", each such requesting party the "REQUESTING
PARTY" each such non-requesting party, the "NON-REQUESTING PARTY") by written
notice to Escrowee (with a copy of such request to the Non-Requesting Party),
that Escrowee disburse (each a "DISBURSEMENT") a portion of the Master Lease
Escrow Amount to the Requesting Party. Each such Disbursement Request shall
certify that the amount being requested is due to the Requested Party pursuant
to Article 14 of the Contract and shall include a reasonably detailed
description for which the Disbursement Request is being made, including a
stipulation as to the specific purpose of the Disbursement, being either rent,
leasing commissions or tenant improvements. On each Master Lease Rent
Termination Event, after receiving DDRA's Disbursement Request and subject to
Sections 2(B)(II) below, Escrowee is authorized and directed to deliver to DDRA
any unused portion of the Master Lease Escrow Amount (including any interest
earned thereon) allocable to the applicable space and DDRA shall be released
from all liability to Purchaser under Article 14 of the Contract and this
Agreement with respect to such space. Notwithstanding anything contained herein
to the contrary, Purchaser shall not be permitted to make a Disbursement Request
(pursuant to this Section 2(B)) with respect to the Master Lease Rent Escrow;
Section A above shall govern Purchaser's rights with respect to same.

                   (II) If Escrowee does not receive a written objection from
the Non-Requesting party to the proposed Disbursement within five (5) business
days after such demand is received by Escrowee and the Non-Requesting Party,
Escrowee is hereby authorized and directed to pay such Disbursement to the
Requesting Party. If Escrowee does receive such written objection within such
five (5) business day period or if for any other reason Escrowee in

                                      -11-


good faith shall elect not to make such payment, Escrowee shall forward a copy
of the objections, if any, to the Requesting Party, and continue to hold the
Disbursement unless otherwise directed by written instructions from the parties
to this Agreement or by a judgment of a court of competent jurisdiction. In any
event, Escrowee shall have the right to refrain from taking any further action
with respect to the Master Lease Escrow until it is reasonably satisfied that
such dispute is resolved or action by Escrowee is required by an order or
judgment of a court of competent jurisdiction. Escrowee, by signing this
Agreement at the end hereof where indicated, signifies its agreement to hold the
Master Lease Escrow Amount for the purposes as provided in this Agreement.

          3.   To fund DDRA's Rent Payment obligations, as set forth in Section
15 of the Contract, DDRA has on the date hereof deposited in escrow the Pad
Escrow with Escrowee the amount (the "PAD ESCROW AMOUNT") set forth on Exhibit B
annexed hereto. The Pad Escrow Amount shall be disbursed by Escrowee subject to,
and in accordance with, the terms and provisions of this Paragraph 3.

               A.  (I) Beginning after _______ [the fifteenth (15) day of the
first full month of the Pad Term] and continuing through and including _________
[the date on which the Pad Term expires pursuant to Section 15 of the Contract]
(such period is hereinafter referred to as the "PAD ESCROW PERIOD"), Purchaser
may make a Rent Payment request (each such request, a "RENT PAYMENT REQUEST") by
written notice to Escrowee (with a copy of such request to DDRA), that Escrowee
pay (each a "PAYOUT") a portion of the Pad Escrow Amount to Purchaser. Each such
Rent Payment Request shall certify that the amount being requested is due to
Purchaser pursuant to Article 15 of the Contract and shall include a reasonably
detailed description of all rent received (as of such date) by Purchaser for or
from such Pad Tenant. During the Second Period, Escrowee is authorized and
directed to deliver to DDRA the balance of the Pad Escrow Amount (including any
interest earned thereon) for a particular month and Pad Tenant immediately after
the earlier of (i) Purchaser's Pad Escrow withdrawal for such month and Pad
Tenant or (ii) ten (10) days after the applicable Withdrawal Date. Upon the
expiration of the Pad Escrow Period, Escrowee shall distribute to Seller the
balance of the Pad Escrow, if any, and Seller shall be released from all
liability to Purchaser under Article 15 of the Contract and this Agreement.

                   (II) If Escrowee does not receive a written objection from
DDRA to the proposed Payout within five (5) business days after such demand is
received by Escrowee and DDRA, Escrowee is hereby authorized and directed to pay
such Payout to the Purchaser. If Escrowee does receive such written objection
within such five (5) business day period or if for any other reason Escrowee in
good faith shall elect not to make such payment, Escrowee shall forward a copy
of the objections, if any, to the Purchaser, and continue to hold the Payout
unless otherwise directed by written instructions from the parties to this
Agreement or by a judgment of a court of competent jurisdiction. In any event,
Escrowee shall have the right to refrain from taking any further action with
respect to the Pad Escrow until it is reasonably satisfied that such dispute is
resolved or action by Escrowee is required by an order or judgment of a court of
competent jurisdiction. Escrowee, by signing this Agreement at the end hereof
where indicated, signifies its agreement to hold the Pad Escrow Amount for the
purposes as provided in this Agreement.

                                      -12-


          4.   In the event of any dispute, Escrowee shall have the right to
deposit the Master Lease Escrow Amount and/or the Pad Escrow Amount in court to
await the resolution of such dispute. Escrowee shall not incur any liability by
reason of any action or non-action taken by it in good faith or pursuant to the
judgment or order of a court of competent jurisdiction. Escrowee shall have the
right to rely upon the genuineness of all certificates, notices and instruments
delivered to it pursuant hereto, and all the signatures thereto or to any other
writing received by Escrowee purporting to be signed by any party hereto, and
upon the truth of the contents thereof.

          5.   On or before the tenth (10th) day of each calendar month during
the Master Lease Escrow Period and/or the Pad Escrow Period, Escrowee shall
provide Purchaser and DDRA with a written report of the Master Lease Escrow and
the Pad Escrow, showing (i) Disbursements and Payouts from the Master Lease
Escrow and Pad Escrow made in the prior calendar month, (ii) the balance
remaining in the Master Lease Escrow and Pad Escrow as of the date of the
report, and (iii) interest accrued on the Master Lease Escrow Amount and Pad
Escrow Amount during the prior calendar month.

          6.   Escrowee shall invest and reinvest the proceeds of the Master
Lease Escrow Amount and the Pad Escrow Amount and any interest earned thereon,
in an interest bearing bank money market account(s) as Purchaser shall direct
and as is reasonably acceptable to DDRA. The Master Lease Escrow Amount and Pad
Escrow Amount shall be held with the national bank of either J.P. Morgan Chase
Bank or Bank of America.

          7.   Escrowee shall be entitled to consult with counsel in connection
with its duties hereunder. Purchaser and DDRA, jointly and severally, agree to
reimburse Escrowee, upon demand, for the reasonable costs and expenses, and in
the event of a dispute, attorneys' fees incurred by Escrowee in connection with
its acting in its capacity as Escrowee. Escrowee shall not be liable for its
actions that may result in errors except for its own gross negligence or willful
misconduct. This Agreement shall terminate and be of no further force or effect
upon the full and final disbursement of the funds held hereby.

          8.   In the event of a breach by Purchaser or DDRA of any of the
provisions of this Agreement, the non-breaching party shall have all remedies
available to it at all law or in equity based on such default other than
consequential or punitive damages.

          9.   All notices hereunder shall be sent by certified or registered
mail, return receipt requested, or may be sent by Federal Express or other
national overnight courier which obtains a signature upon delivery, or may be
delivered by hand delivery addressed to the notice parties identified below for
such party or at such other addresses as such party shall designate from time to
time by notice:

                                      -13-


DDRA:

c/o DRA Advisors LLC
220 East 42nd Street
New York, New York 10017
Attention: Janine Roberts

with a copy to:

Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Attention: Martin Luskin, Esq.

with a copy to:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: [__________________]

with a copy to:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: Cheryl O'Connor, Esq.

PURCHASER:

Inland [__________,_____]
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Rob Barg
Facsimile: 630-218-4928 and 630-218-4935

with a copy to:

The Inland Group, Inc.
2901 Butterfield Road
Oak Brook, IL 60523
Attention: Robert Baum, General Counsel
Facsimile: 630-218-4900 and 630-571-2360

                                      -14-


ESCROWEE:

Heritage Title Company
__________________
__________________
__________________
Attention: ___________

Notices shall be deemed served three (3) days after mailing, and in the case of
overnight courier on the date actually delivered to or rejected by the intended
recipient, except for notice(s) which advise the other party of a change of
address of the party sending such notice, which notice shall not be deemed
served until actually received by the party to whom such notice is addressed or
delivery is refused by such party. Notices served by hand delivery shall be
deemed served on the date actually delivered to or rejected by the intended
recipient if delivered or rejected at or prior to 5:00 P.M. Eastern Time on a
business day and on the next business day if delivered or rejected after 5:00
P.M. Eastern Time on a business day or at any time on a non -business day.
Notices on behalf of the respective parties may be given by their attorneys and
such notices shall have the same effect as if in fact subscribed by the party on
whose behalf it is given.

          10.  This Agreement may not be assigned by either party without the
written consent of the other party. Any purported assignment of this Agreement
in violation of this paragraph shall be null and void.

          11.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. None of the provisions of this
Agreement are intended to be, nor shall they construed to be, for the benefit of
any third party.

          12.  This Agreement, the Exhibits annexed hereto and the Contract
shall constitute the entire agreement between the parties hereto with respect to
the subject matter hereof, and all understandings and agreements heretofore or
simultaneously had between the parties hereto are merged in and are contained in
this Agreement, the Exhibits annexed hereto and the Contract.

          13.  The provisions of this Agreement may not be waived, changed,
modified or discharged orally, but only by an agreement in writing signed by the
party against which any waiver, change, modification or discharge is sought.

          14.  If a party is required to perform an act or give a notice on a
date that is a Saturday, Sunday or national holiday, the date such performance
or notice is due shall be deemed to be the next business day.

          15.  This Agreement is to be governed and construed in accordance with
the laws of the State of New York. Purchaser, DDRA and Escrowee hereby submit to
the jurisdiction of the State and United States District courts located within
New York in respect of any suit or other proceeding brought in connection with
or arising out of this Agreement. Any

                                      -15-


legal suit, action or proceeding arising out of or relating to this Agreement
may be instituted in any federal or state court in the City of New York, County
of New York pursuant to Section 5-1402 of the New York General Obligations Law
and Purchaser, DDRA and Escrowee waive any objection which they may now or
hereafter have based on venue and/or forum non conveniens of any such suit
action or proceeding, and Purchaser, DDRA and Escrowee hereby irrevocably submit
to the jurisdiction of any such court in any suit, action or proceeding.

          16.  This Agreement may be executed in two or more counterparts and
each of such counterparts, for all purposes, shall be deemed to be an original
but all of such counterparts together shall constitute but one and the same
instrument, binding upon all parties hereto, notwithstanding that all of such
parties may not have executed the same counterpart.

          17.  If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such determination will
not effect the remaining provisions of this Agreement, all of which will remain
in full force and effect.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -16-


IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement the day
and year first above written.

                       DDRA:

                       DDRA COMMUNITY CENTERS FOUR, L.P., a Texas limited
                       partnership
                       By:  DRDI SAN ANTONIO LLC, a Delaware limited liability
                            company, its general partner

                            By:   DD SAN PEDRO CORP., a Texas corporation, its
                                  member

                                  By:
                                       -----------------------------------
                                       Name:
                                       Title:

                       PURCHASER:

                       By:
                          ---------------------------------
                            Name:
                            Title:


                       ESCROWEE:
                       HERITAGE TITLE COMPANY, AS AGENT FOR CHICAGO
                       TITLE INSURANCE COMPANY

                       By:
                          ------------------
                       Name:
                       Title:



                                    EXHIBIT A


                         MASTER LEASE TENANTS AND ESCROW



                                    EXHIBIT B


                             PAD TENANTS AND ESCROW



                      SECOND AMENDMENT TO CONTRACT OF SALE

          THIS SECOND AMENDMENT (this "SECOND AMENDMENT") dated as of January
__, 2004 by and between DDRA COMMUNITY CENTERS FOUR, L.P., having an address c/o
DRA Advisors LLC, 220 East 42nd Street, 27th Floor, New York, New York 10017
("SELLER") and INLAND REAL ESTATE ACQUISITION, INC., 2901 Butterfield Road, Oak
(Brook, Illinois 60523 ("PURCHASER").

                              W I T N E S S E T H:

          WHEREAS, Seller and Purchaser have entered into a Contract of Sale,
dated December 23, 2003, as amended by a First Amendment to Contract dated as of
December 26, 2003 (as amended, the "CONTRACT") with respect to the Premises (as
defined in the Contract); and

          WHEREAS, the parties wish to amend the Contact.

          NOW, THEREFORE, for good and valuable consideration, the sufficiency
of which the parties hereby acknowledge, the parties agree as follows:

          1.   All capitalized terms set forth herein shall have the meanings
ascribed to such terms in the Contract unless otherwise defined herein.

          2.   The Outside Termination Date is hereby extended to January 15,
2004, time being of the essence.

          3.   The first sentence of Section 9.1 of the Contract is hereby
deleted and the following inserted in lieu thereof:

               "Subject to the adjournments expressly allowed elsewhere in this
Contract, the closing of title (the "CLOSING") shall take place, time being of
the essence at 9:30 AM Eastern Time, on January 22, 2004."

          4.   Except as modified by this Second Amendment, the Contract shall
remain unmodified and in full force and effect and is hereby ratified and
confirmed in all respects by Seller and Purchaser.

          5.   This Second Amendment may be executed in two or more counterparts
and each of such counterparts, for all purposes, shall be deemed to be an
original but all of such counterparts together shall constitute but one and the
same instrument, binding upon all parties hereto, notwithstanding that all of
such parties may not have executed the same counterpart. Facsimile signatures
shall be binding.

                         [SIGNATURES ON FOLLOWING PAGE]



     IN WITNESS WHEREOF, the parties hereto have duly executed this Second
Amendment the day and year first above written.

                              SELLER:

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner

                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member


                                        By:  /s/ David Luski
                                             -----------------------------------
                                             Name:  David Luski
                                             Title: Vice President

                              By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                   corporation, its general partner


                              By:  /s/ David Luski
                                   ---------------------------------------------
                                   Name: David Luski
                                   Title: Authorized Person


                              PURCHASER:
                              INLAND REAL ESTATE ACQUISITIONS, INC.

                              By: /s/ Karen M Kautz
                                  ----------------------
                                  Name:  Karen M. Kautz
                                  Title: Vice President


As to Sections 4 and 14 of the Contract:
HERITAGE TITLE COMPANY, Escrowee

- ------------------------------------------

As to Section 4 of the Contract:
CHICAGO TITLE INSURANCE COMPANY, Initial Escrowee

/s/ Kimberly Kimmers
- ------------------------------------------



                       FIRST AMENDMENT TO CONTRACT OF SALE

          THIS FIRST AMENDMENT (this "FIRST AMENDMENT") dated as of December __,
2003 by and between DDRA COMMUNITY CENTERS FOUR, L.P., having an address c/o DRA
Advisors LLC, 220 East 42nd Street 27th Floor, New York, New York 10017
("SELLER") and INLAND REAL ESTATE ACQUISITION, INC., 2901 Butterfield Road, Oak
Brook, Illinois 60523 ("PURCHASER").

                              W I T N E S S E T H:

          WHEREAS, Seller and Purchaser have entered into a Contract of Sale,
dated December 23, 2003 (the "CONTRACT") with respect to the Premises (as
defined in the Contract); and

          WHEREAS, the parties wish to amend the Contract.

          NOW, THEREFORE, for good and valuable consideration, the sufficiency
of which the parties hereby acknowledge, the parties agree as follows:

          1.   All capitalized terms set forth herein shall have the meanings
ascribed to such terms in the Contract unless otherwise defined herein.

          2.   The Outside Termination Date is hereby extended to January 8,
2004, time being of the essence.

          3.   Except as modified by this First Amendment, the Contract shall
remain unmodified and in full force and effect and is hereby ratified and
confirmed in all respects by Seller and Purchaser.

          4.   This First Amendment may be executed in two or more counterparts
and each of such counterparts, for all purposes, shall be deemed to be an
original but all of such counterparts together shall constitute but one and the
same instrument, binding upon all parties hereto, notwithstanding that all of
such parties may not have executed the same counterpart Facsimile signatures
shall be binding.

                         [SIGNATURES ON FOLLOWING PAGE]



     IN WITNESS WHEREOF, the parties hereto have duly executed this First
Amendment the day and year first above written.

                              SELLER:

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner


                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member


                                        By:  /s/ Francis X. Tansey
                                             -----------------------------------
                                             Name:  Francis X. Tansey
                                             Title: President

                              By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                   corporation, its general partner


                              By:  /s/ Francis X. Tansey
                                   ---------------------------------------------
                                   Name:  Francis X. Tansey
                                   Title: Authorized Person


                              PURCHASER:
                              INLAND REAL ESTATE ACQUISITIONS, INC.

                              By: /s/ G. Joseph Cosenza
                                  ------------------------
                                  Name: G. Joseph Consenza
                                  Title: President

As to Sections 4 and 14:
HERITAGE TITLE COMPANY, Escrowee


        /s/ Brenda Ko Hindsman
- ---------------------------------------------------
              [ILLEGIBLE] Sr, V.P.


As to Section 4:
CHICAGO TITLE INSURANCE COMPANY, Initial Escrowee


/s/ Nancy Ro Castro
- ---------------------------------------------------



                                CONTRACT OF SALE

                                     BETWEEN

                        DDRA COMMUNITY CENTERS FOUR, L.P.

================================================================================

                                     SELLER

                                       AND

                      INLAND REAL ESTATE ACQUISITIONS, INC.

                                    PURCHASER

                  PREMISES: LA PLAZA DEL NORTE SHOPPING CENTER

                               SAN ANTONIO, TEXAS

                            DATED: DECEMBER 23, 2003

================================================================================



                            INDEX TO CONTRACT OF SALE
                                     BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER



                                                                             PAGE
                                                                         
1.     Definitions..............................................................1

2.     Subject of Sale..........................................................5

3.     Purchase Price...........................................................5

4.     Deposit Provisions.......................................................6

5.     "As-Is" "Where Is".......................................................7

6.     Representations..........................................................8

       6.1     Seller's Representations.........................................8
       6.2     Knowledge........................................................9
       6.3     Update and Survival.............................................10
       6.4     Liability for Misrepresentations................................10
       6.5     Purchaser's Representations.....................................11

7.     Ongoing Operations......................................................11

       7.1     Leasing Practice................................................11
       7.2     Personal Property and Equipment.................................13
       7.3     Employees.......................................................13
       7.4     Development Rights..............................................13
       7.5     Tax Protest Proceedings.........................................13
       7.6     Operation and Maintenance.......................................13
       7.7     Accounting......................................................13

8.     Title   ................................................................13

       8.1     Title Commitment................................................13
       8.2     Status of Title.................................................14
       8.3     Non-Permitted Title Objections..................................14

9.     Closing ................................................................15

       9.1     Closing Date and Location.......................................15
       9.2     Closing Expenses................................................15
       9.3     Closing Deliveries..............................................16
       9.4     Apportionments and Reimbursements...............................19
       9.5     Closing Condition...............................................23

10.    Default ................................................................23

       10.1    Purchaser's Default.............................................23
       10.2    Seller's Default................................................24




                            INDEX TO CONTRACT OF SALE
                                     BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER
                                    CONTINUED



                                                                             PAGE
                                                                        
11.    Risk of Loss............................................................24

       11.1    Condemnation....................................................24
       11.2    Destruction or Damage...........................................24

12.    Purchaser's Review Period...............................................25

13.    Miscellaneous...........................................................26

       13.1    Broker..........................................................26
       13.2    Assignment of this Contract.....................................26
       13.3    Attorneys' Fees.................................................27
       13.4    Notices.........................................................27
       13.5    Further Assurances..............................................28
       13.6    Confidentiality.................................................28
       13.7    Survival and Merger.............................................29
       13.8    Recording.......................................................29
       13.9    Successors and Assigns..........................................29
       13.10   Entire Agreement................................................29
       13.11   Waiver and Modifications........................................30
       13.12   Captions and Titles.............................................30
       13.13   Construction....................................................30
       13.14   Non-Business Days...............................................30
       13.15   Governing Law and Jurisdiction..................................30
       13.16   Counterparts....................................................30
       13.17   No Third Party Benefits.........................................30
       13.18   Submission not an Offer.........................................30
       13.19   Severability....................................................30

14.    Master Lease............................................................30

Schedule A    Description of Property
Schedule B    "Subject To" Provisions
Schedule C    List of Space Leases
Schedule D    Service Contracts
Schedule E    Pending Litigation
Schedule F    Master Lease Guidelines
Schedule G    Leasing Parameters


                                      -ii-


                            INDEX TO CONTRACT OF SALE
                                     BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER
                                    CONTINUED



                                                                                   PAGE
                                                                                 
Exhibit 1   Form of Deed to the Premises
Exhibit 2   Form of Assignment of the Space Leases
Exhibit 3   Form of Assignment of the Service Contracts
Exhibit 4   Form of Assignment of Licenses, Permits, Guarantees and Warranties
Exhibit 5   Form of Notice to the Space Tenants
Exhibit 6   Form of Notice of Assignment of the Service Contracts
Exhibit 7   Form of Tenant Estoppel Certificate
Exhibit 8   Form of Bill of Sale
Exhibit 9   Intentionally Deleted
Exhibit 10  Form of Title Certificate
Exhibit 11  Form of Seller's Estoppel Certificate
Exhibit 12  REA Estoppel Certificate
Exhibit 13  Guarantor Estoppel Certificate
Exhibit 14  Escrow Agreement


                                      -iii-


          CONTRACT (this "CONTRACT") made this 23rd day of December   , 2003 by
and between DDRA COMMUNITY CENTERS FOUR, L.P., c/o DRA Advisors LLC, having an
address at 220 East 42nd Street, New York, New York 10017 ("SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC. having an address at 2901 Butterfield Road, Oak
Brook, Illinois 60523 ("PURCHASER").

                              W I T N E S S E T H :
                              - - - - - - - - - - -

          WHEREAS, upon the terms and conditions hereinafter set forth, Seller
agrees to sell and convey fee title to that certain parcel of land described on
Schedule A annexed hereto with the improvements erected thereon (which parcel of
land and the improvements erected thereon are herein referred to collectively as
the "PROPERTY") to Purchaser and Purchaser agrees to purchase the Property.

          NOW, THEREFORE, intending to be legally bound hereby, the parties
agree as follows:

          1.   DEFINITIONS. The terms defined in this Article shall for all
purposes of this Contract have the meanings herein specified unless the context
requires otherwise.

               1.1    "Access Agreement" shall have the meaning ascribed to it
in Section 12.1.

               1.2    "Additional Rents" shall have the meaning ascribed to it
in Section 9.4(a).

               1.3    "Broker" shall have the meaning ascribed to it in Section
13.1.

               1.4    "Business Day" shall mean any day other than a Saturday,
Sunday or day on which the banks in New York are authorized or permitted to be
closed.

               1.5    "Casualty" shall have the meaning ascribed to it in
Section 11.2.

               1.6    "Casualty Termination Event" shall have the meaning
ascribed to it in Section 11.2.

               1.7    "Claims & Liabilities" shall have the meaning ascribed to
it in Section 5.2.

               1.8    "Closing" shall have the meaning ascribed to it in Section
9.1.

               1.9    "Closing Date" shall have the meaning ascribed to it in
Section 9.1.

               1.10   "Contract" shall have the meaning ascribed to it in the
introductory paragraph.

               1.11   "Current Master Lease Space" shall have the meaning
ascribed to it in Section 14.1.



               1.12   "Deposit" shall have the meaning ascribed to it in Section
3.1(a).

               1.13   "Escrowee" shall have the meaning ascribed to it in
Section 3.1(b).

               1.14   "Estoppel Certificate(s)" shall have the meaning ascribed
to it in Section 9.3(a)(xii).

               1.15   "Estoppel Default" shall have the meaning ascribed to it
in Section 9.3(a)(xii).

               1.16   "Estoppel Tenants" shall have the meaning ascribed to it
in Section 9.3(a)(xii).

               1.17   "Evaluation Material" shall have the meaning ascribed to
it in Section 13.6(a).

               1.18   "Excess Rent" shall have the meaning ascribed to it in
Section 9.4(a)(i)(G).

               1.19   "Existing Space Leases" shall have the meaning ascribed
to it in Section 6.1(d).

               1.20   "Existing Space Tenants" shall have the meaning ascribed
to it in Section 6.1(d).

               1.21   "Future Master Lease Space" shall mean any space at the
Premises occupied, as of the date hereof, by a Space Tenant which is less than
12,000 square feet and, which has, as of the Closing Date,: (i) commenced a case
under Title 11 USC section 101, et. sec., as now constituted and hereafter
amended which is not dismissed prior to the date scheduled for Closing (unless
the Space Tenant assumes its Space Lease); (ii) (A) defaulted under its Space
Lease for nonpayment of rent (which default continues beyond any applicable
grace period) and (B) vacated its premises or (iii) terminated its Space Lease
pursuant to its terms.

               1.22   "Guarantor Estoppel Certificate" shall have the meaning
ascribed to it in Section 9.3(a)(xii).

               1.23   "Initial Escrowee" shall have the meaning ascribed to it
in Section 3.1(a).

               1.24   "Leasing Escrow" shall have the meaning ascribed to it in
Section 14.2

               1.25   "Master Lease" shall have the meaning ascribed to it in
Section 14.1.

               1.26   "Master Lease Escrows" shall have the meaning ascribed to
it in Section 14.2.

                                       -2-


               1.27   "Master Lease Landlord" shall have the meaning ascribed to
it in Section 14.1.

               1.28   "Master Lease Rent Escrow" shall have the meaning ascribed
to it in Section 14.2.

               1.29   "Master Lease Rent Payment" shall have the meaning
ascribed to it in Section 14.2.

               1.30   "Master Lease Rent Termination Event" shall have the
meaning ascribed to it in Section 14.3.

               1.31   "Master Lease Spaces" shall have the meaning ascribed to
it in Section 14.1.

               1.32   "Master Lease Tenant" shall have the meaning ascribed to
it in Section 14.1.

               1.33   "Maximum Representation Expense" shall have the meaning
ascribed to it in Section 6.4(b).

               1.34   "Maximum Title Expense" shall have the meaning ascribed to
it in Section 8.3(b).

               1.35   "New Leases" shall have the meaning ascribed to it in
Section 7.1(a).

               1.36   "Non-Permitted Title Objections" shall have the meaning
ascribed to it in Section 8.3(a).

               1.37   "Outside Termination Date" shall have the meaning ascribed
to it in Section 12.1.

               1.38   "Permitted Exceptions" shall have the meaning ascribed to
it in Section 8.2.

               1.39   "Preliminary Proration Statement" shall have the meaning
ascribed to it in Section 9.4(a)(i).

               1.40   "Premises" shall have the meaning ascribed it in Section
2.2.

               1.41   "Proceeding" shall have the meaning ascribed to it in
Section 5.1.

               1.42   "Property" shall have the meaning ascribed to it in the
"WHEREAS" paragraph in this Contract.

               1.43   "Purchase Price" shall have the meaning ascribed to it in
Section 3.

                                       -3-


               1.44   "Purchaser" shall have the meaning ascribed to it in the
introductory paragraph.

               1.45   "Purchaser's Review Period" shall have the meaning
ascribed to it in Section 12.1.

               1.46   "Related Parties" shall have the meaning ascribed to it in
Section 13.6(b).

               1.47   "Released Parties" shall have the meaning ascribed to it
in Section 5.2.

               1.48   "Seller" shall have the meaning ascribed to it in the
introductory paragraph.

               1.49   "Seller's Estoppel" shall have the meaning ascribed to it
in Section 9.3(a)(xii).

               1.50   "Seller's 2004 Actual Operating Expenses" shall have the
meaning ascribed to it in Section 9.4(b).

               1.51   "Service Contracts" shall have the meaning ascribed to it
in Section 6.1(g).

               1.52   "Space Leases" shall have the meaning ascribed to it in
Section 7.1.(a).

               1.53   "Space Tenants" shall have the meaning ascribed to it in
Section 7.1(a).

               1.54   "Substantial Portion" shall have the meaning ascribed to
it in Section 11.1(b).

               1.55   "Supplemental Proration Statement" shall have the meaning
ascribed to it in Section 9.4(b).

               1.56   "Survey" shall have the meaning ascribed to it in Section
8.1.

               1.57   "Taking" shall have the meaning ascribed to it in Section
11.1(a).

               1.58   "Tenant Improvement Escrow" shall have the meaning
ascribed to it in Section 14.2.

               1.59   "Title Commitment" shall have the meaning ascribed to it
in Section 8.1.

               1.60   "Title Company" shall have the meaning ascribed to it in
Section 8.1.

                                       -4-


               1.61   "Title Objection Date" shall have the meaning ascribed to
it in Section 8.1.

               1.62   "Transfer Tax" shall have the meaning ascribed to it in
Section 9.2(a).

               1.63   "Violations" shall have the meaning ascribed to it in
Section 5.1.

          2.   SUBJECT OF SALE.

               2.1    Seller agrees to sell and convey to Purchaser the Premises
and Purchaser agrees to purchase from Seller the Premises subject to the terms
and conditions contained in this Contract.

               2.2    This sale includes all right, title and interest, if any,
of Seller in and to: (a) the Property; (b) any land lying in the bed of any
street, road or avenue opened or proposed, adjacent to the Property, to the
center line thereof; and Seller will execute and deliver to the Purchaser at the
Closing, or thereafter, on demand, all proper instruments for the conveyance to
such title; (c) fixtures, equipment and other personal property attached to or
beneath the Property and not owned by the Space Tenants or a governmental
entity, if any, but no part of the Purchase Price shall be deemed to be paid for
such fixtures, equipment or personal property; (d) rights of way, appurtenances,
easements, sidewalks, alleys, gores or strips of land adjoining or appurtenant
to the Property and used in connection therewith; (e) trade names (including the
name "La Plaza Del Norte") and any other intangible personal property used in
connection with the operation of the Property; and (f) the interest of landlord
in the Space Leases ((a) through (f) herein referred to collectively as the
"PREMISES").

          3.   PURCHASE PRICE.

               3.1    The purchase price (the "PURCHASE PRICE") for the Premises
is the sum of FIFTY-NINE MILLION ONE HUNDRED FORTY-THREE THOUSAND TWO HUNDRED
DOLLARS AND 00/100 ($59,143,200.00) payable by Purchaser to Seller as follows:

                      (a) On the signing of this Contract, ONE MILLION TWO
HUNDRED THOUSAND DOLLARS AND 00/100 ($1,200,000.00) (said sum together with
interest earned thereon is hereinafter called the "DEPOSIT"). The Deposit shall
be made by electronic wire transfer of immediately available federal funds to an
account designated by Chicago Title Insurance Company, attention: Nancy Castro,
Senior Escrow Officer, 171 North Clark Street, Chicago, Illinois 60601 ("INITIAL
ESCROWEE") or by certified check of Purchaser or bank teller's check to the
order of Initial Escrowee. In the event any check in payment of the Deposit is
cancelled or returned uncollected, Seller, at its sole option, may cancel this
Contract and/or pursue any legal remedies Seller may have against Purchaser on
such check at the sole expense of Purchaser, such remedies being cumulative and
not exclusive. Purchaser acknowledges and agrees that, unless it terminates this
Contract in accordance with Section 12.1, on the first Business Day following
the Outside Termination Date, the Deposit shall be transferred to an account
designated by Escrowee and Escrowee shall, from and after the Outside
Termination Date, hold the Deposit in accordance with the terms of this
Contract.

                                       -5-


                      (b) On the Closing Date, the sum of FIFTY-SEVEN MILLION
NINE HUNDRED FORTY-THREE THOUSAND TWO HUNDRED DOLLARS AND 00/100
($57,943,200.00) subject to adjustment pursuant to Sections 9.4, to be paid by
electronic wire transfer of immediately available federal funds pursuant to
wiring instructions to be given by Heritage Title Company ("ESCROWEE") or as
Escrowee may direct to Purchaser prior to the Closing and Purchaser shall cause
Escrowee to distribute such funds to Seller in accordance with this Contract.

          4.   DEPOSIT PROVISIONS.

               4.1    Unless Purchaser terminates this Contract in accordance
with Section 12.1, on the first Business Day following the Outside Termination
Date, Initial Escrowee is authorized and directed to pay the Deposit to
Escrowee. Upon the Closing, Escrowee is authorized and directed to pay the
Deposit to Seller (or as Seller may direct) upon payment of the Purchase Price
by Purchaser to Seller or Escrowee on behalf of Seller.

               4.2    In the event Purchaser should default under this Contract,
Initial Escrowee or Escrowee (as applicable) shall pay the Deposit to Seller,
who shall retain the Deposit in accordance with Section 10.1 below.

               4.3    In the event this Contract is terminated by reason other
than Purchaser's default, Initial Escrowee or Escrowee (as applicable) shall pay
the Deposit to Purchaser.

               4.4    Initial Escrowee and Escrowee (as applicable) shall invest
and reinvest the proceeds of the Deposit, and any interest earned thereon, in
United States Government Treasury Bills or Certificate(s) of Deposit or bank
money market account(s) as Purchaser shall direct and as is reasonably
acceptable to Seller. The party entitled to receive the interest earned on the
Deposit shall pay all income taxes owed in connection therewith. The employer
identification numbers of Seller and Purchaser are respectively set forth on the
signature page hereof.

               4.5    Initial Escrowee and Escrowee, by signing this Contract at
the end hereof where indicated, signifies its agreement to hold the Deposit for
the purposes as provided in this Contract. In the event of any dispute, Initial
Escrowee and Escrowee (as applicable) shall have the right to deposit the
Deposit in court to await the resolution of such dispute. Initial Escrowee and
Escrowee shall not incur any liability by reason of any action or non-action
taken by it in good faith or pursuant to the judgment or order of a court of
competent jurisdiction. Initial Escrowee and Escrowee shall have the right to
rely upon the genuineness of all certificates, notices and instruments delivered
to it pursuant hereto, and all the signatures thereto or to any other writing
received by Initial Escrowee and Escrowee purporting to be signed by any party
hereto, and upon the truth of the contents thereof.

               4.6    Except as otherwise provided for in Sections 4.1 and 12.1,
Initial Escrowee and Escrowee (as applicable) shall not pay or deliver the
Deposit to any party unless written demand is made therefor by (i) joint order
of Purchaser and Seller or (ii) an order or judgment of a court of competent
jurisdiction and a copy of such written demand is delivered to Initial Escrowee
or Escrowee (as applicable).

                                       -6-


               4.7    Initial Escrowee and Escrowee shall be entitled to consult
with counsel in connection with its duties hereunder. Seller and Purchaser,
jointly and severally, agree to reimburse Initial Escrowee and Escrowee, upon
demand, for the reasonable costs and expenses including attorneys' fees incurred
by Initial Escrowee and Escrowee in connection with its acting in its capacity
as Initial Escrowee and Escrowee (as applicable). In the event of litigation
relating to the subject matter of the escrow, whichever of Seller or Purchaser
is not the prevailing party shall reimburse the prevailing party for any costs
and fees paid by the prevailing party or paid from the escrowed funds to Initial
Escrowee or Escrowee (as applicable).

          5.   "AS-IS". "WHERE IS".

               5.1    Purchaser acknowledges and agrees that (a) Purchaser has,
or will have prior to the expiration of Purchaser's Review Period, independently
examined, inspected, and investigated to the full satisfaction of Purchaser, the
physical nature and condition of the Premises, including, without limitation the
pending condemnation suits under Case Numbers 2002ED0005, 2002ED0028 and
2002ED0053 (collectively, the "Proceeding") and its environmental condition, and
the income, operating expenses and carrying charges affecting the Premises, (b)
except as expressly set forth in this Contract, neither Seller nor any agent,
officer, employee, or representative of Seller has made any representation
whatsoever regarding the subject matter of this Contract or any part thereof,
including (without limiting the generality of the foregoing) representations as
to the physical nature or environmental condition of the Premises, the existence
or non-existence of petroleum, asbestos, lead paint, fungi, including mold, or
other microbial contamination, hazardous substances or wastes, underground or
above ground storage tanks or any other environmental hazards on, under or about
the Property, the Space Leases, operating expenses or carrying charges affecting
the Premises, the compliance of the Premises or its operation with any laws,
rules, ordinances or regulations of any applicable governmental or
quasi-governmental authority or the habitability, merchantability,
marketability, profitability or fitness of the Premises for any purpose and (c)
except as expressly set forth in this Contract, Purchaser, in executing,
delivering and performing this Contract, does not rely upon any statement,
offering material, operating statement, historical budget, engineering
structural report, any environmental reports, information, or representation to
whomsoever made or given, whether to Purchaser or others, and whether directly
or indirectly, orally or in writing, made by any person, firm or corporation
except as expressly set forth herein, and Purchaser acknowledges that any such
statement, information, offering material, operating statement, historical
budget, report or representation, if any, does not represent or guarantee future
performance of the Premises. Without limiting the foregoing, but in addition
thereto, except as otherwise expressly set forth in Section 6.1 of this
Contract, Seller shall deliver, and Purchaser shall take, subject to Purchaser's
right to cancel this Contract on or before the Outside Termination Date as set
forth in Section 12.1, the Premises in its "as is" "where is" condition and with
all faults on the Closing Date, including without limitation, the Proceeding and
any notes or notices or violations of law or municipal ordinances, orders or
requirements imposed or issued by any governmental or quasi-governmental
authority having or asserting jurisdiction, against or affecting the Premises
and any conditions which may result in violations (collectively, "Violations").
The provisions of this Section shall survive the Closing or the earlier
termination of this Contract.

               5.2    Except as set forth in this Contract and except for Claims
& Liabilities resulting solely from a misrepresentation by Seller under Section
6.1 of this Contract

                                       -7-


(to the extent same survives the Closing), Purchaser hereby waives, releases and
forever discharges Seller, its affiliates, subsidiaries, officers, directors,
shareholders, employees, independent contractors, partners, representatives,
agents, successors and assigns (collectively the "Released Parties"), and each
of them, from any and all causes of action, claims, assessments, losses, damages
(compensatory, punitive or other), liabilities, obligations, reimbursements,
costs and expenses of any kind or nature, actual contingent, present, future,
known or unknown, suspected or unsuspected, including, without limitation,
interest, penalties, fines, and attorneys' and experts' fees and expenses
(collectively, "Claims & Liabilities"), whether caused by, arising from, or
premised, in whole or in part, upon Seller's acts or omissions, and
notwithstanding that such acts or omissions are negligent or intentional, or
premised in whole or in part of any theory of strict or absolute liability,
which Purchaser, its successors or assigns or any subsequent purchaser of the
Premises may have or incur in any manner or way connected with, arising from, or
related to the Premises, including without limitation (i) the environmental
condition of the Premises, or (ii) actual or alleged violations of environmental
laws or regulations in connection with the Premises and/or any property
conditions. Purchaser agrees, represents and warrants that the matters released
herein are not limited to matters which are known, disclosed, suspected or
foreseeable, and Purchaser hereby waives any and all rights and benefits which
it now has, or in the future may have, conferred upon Purchaser by virtue of the
provisions of any law which would limit or detract from the foregoing general
release of known and unknown claims.

          6.   REPRESENTATIONS.

               6.1    SELLER'S REPRESENTATIONS. Seller represents that as of the
date hereof:

                      (a) Seller is, and at the Closing shall be, a limited
partnership under the laws of the State of Texas. Seller has the right, power
and authority to make and perform its obligations under this Contract without
the need for governmental approval, consent or filing.

                      (b) (i)The execution, delivery and performance of this
Contract in accordance with its terms, do not violate the limited partnership
agreement of Seller, or any contract, agreement, commitment, order, judgment or
decree to which Seller is a party or by which it is bound; (ii) Seller has the
right, power and authority to make and perform its obligations under this
Contract; and (iii) this Contract is a valid and binding obligation of Seller
enforceable against Seller in accordance with its terms.

                      (c) Seller is not a "foreign person" within the meaning of
Section 1445 of the Internal Revenue Code of 1986, as amended.

                      (d) The leases described on Schedule C annexed hereto
(such leases are herein called the "EXISTING SPACE LEASES" and the lessees
thereunder are herein called the "EXISTING SPACE TENANTS"), true, correct and
complete copies of which have been delivered or made available to Purchaser,
constitute the only leases, licenses or other written agreements for the use or
occupancy of the Premises to which Seller is a party and which will be binding
on Purchaser following the Closing, except as may otherwise be set forth in the
Permitted

                                       -8-


Exceptions. Except as set may be forth in Schedule C annexed hereto, the
Existing Space Leases are in full force and effect.

                      (e) The information on the rent roll attached hereto as
Schedule C is true and correct in all material respects.

                      (f) Except as may be set forth in its Space Lease, no
Existing Space Tenant has made rent payments to Seller in advance for more than
one (1) month (exclusive of security deposits).

                      (g) Set forth on Schedule D is a true, correct and
complete list of the service contracts (the "SERVICE CONTRACTS") which may be
binding on Purchaser or the Property after the Closing. Seller does not
guarantee or undertake that any of the Service Contracts will be in effect as of
the Closing. Seller reserves the right to modify, terminate or enter into new
Service Contracts prior to Closing provided such new service contracts are
terminable on not more than thirty (30) days prior notice without payment of any
premium or penalty (unless Seller agrees to pay the premium or penalty).
Notwithstanding anything contained herein to the contrary, Purchaser hereby
agrees to accept and assume in accordance with Exhibit 3 all Service Contracts
which cannot be terminated by Seller (i) without cause, (ii) upon less than
thirty (30) days' notice, or (iii) without payment of a premium or penalty.

                      (h) There are no persons employed by Seller at the
Premises in connection with the operation or maintenance of the Premises who
will be binding upon Purchaser after the Closing.

                      (i) Except for the Proceeding, there is no pending or
overtly threatened condemnation proceeding against the Premises or any portion
thereof.

                      (j) Except as set forth on Schedule C or in the tenant
files delivered or made available to Purchaser, Seller has not sent to or
received a written notice of default from a Space Tenant under the Space Leases
in the past six (6) months which has not been cured or waived.

                      (k) Except as set forth on Schedule E annexed hereto or
matters fully covered (excluding deductibles) by one or more insurance policies,
there is no litigation pending against the Premises.

                      (l) Except in connection with the Proceeding, Seller has
not received written notice from a governmental authority of a Violation against
Seller within the past twelve (12) months which has not been cured or waived.

                      (m) Except as set forth in this Contract and except for
the Service Contracts, the Space Leases and the Permitted Exceptions, there are
no service contracts, management agreements or other written agreements relating
to the operation or use of the Premises to which Seller is a party and which
will be binding upon Purchaser after the Closing.

               6.2    KNOWLEDGE. The representations of Seller set forth in
Section 6.1 are made to the actual knowledge of David Morrow. Any reference to
Seller's "receipt" or

                                       -9-


language similar thereto of notices or other written documents shall mean the
actual receipt of the same by David Morrow. In no event shall Purchaser be
entitled to assert any cause of action against David Morrow nor shall David
Morrow have any personal liability whatsoever for any matter under or related to
this Contract.

               6.3    UPDATE AND SURVIVAL. At Closing, Seller shall update the
representations made in Section 6.1 above as the facts then exist. The
representations made in Section 6.1 and any update of such representations shall
survive the Closing through the period ending August 31, 2004; provided,
however, any representation which results in a reduction of the Purchase Price
pursuant to Section 6.4 shall not survive the Closing. In any event, except in
the case of fraud, Seller's maximum liability after Closing for representations
that survive Closing shall be equal to the Maximum Representation Expense.

               6.4    LIABILITY FOR MISREPRESENTATIONS.

                      (a) Subject to the provisions of Section 6.4(b) below, if
any representation of Seller shall fail to be true in any adverse respect and
such failure is (i) not due to Seller's fraud, Purchaser's sole remedy prior to
Closing shall be to terminate this Contract and receive the return of the
Deposit (ii) due to Seller's fraud, Purchaser shall be permitted to terminate
this Contract and receive a return of the Deposit and Purchaser's actual
damages, and upon the receipt of same, this Contract shall be null and void and
of no further force or effect and, except for those provisions expressly stated
to survive the termination of this Contract, neither party shall have any rights
or obligations against or to the other. Seller shall have the option to rescind
Purchaser's termination of this Contract and adjourn the Closing for a period
not to exceed thirty (30) days beyond the date scheduled for the Closing in
order to make such representation true. If the Closing shall take place without
Purchaser making an objection to an untrue representation of which Purchaser
shall have knowledge, Purchaser shall be deemed to have waived all liability of
Seller by reason of such untrue representation. Upon delivery of any Estoppel
Certificates, Seller shall be entirely released from any liability under
Seller's representations (including, without limitation, any update of the
representations) concerning the information contained in such Estoppel
Certificates to the extent the same is consistent with, or more favorable than,
the information contained in Seller's representations. The provisions of this
Section 6.4 shall survive the Closing or termination of the Contract.

                      (b) The provisions of Section 6.4(a) above to the contrary
notwithstanding, if any representation(s) shall fail to be true and such
representation(s) can be made true by the payment of a liquidated sum of money
only, and if both (a) such representation(s) can reasonably be expected to be
made true within a period of thirty (30) days beyond the date scheduled for
Closing and (b) the sum of money required to make such representation(s) true
shall not exceed Seventy-five Thousand and 00/100 ($75,000.00) Dollars in the
aggregate (the "MAXIMUM REPRESENTATION EXPENSE"), in such event, Seller agrees
to adjourn the Closing for the period required to make such representation(s)
true, but not to exceed thirty (30) days beyond the date scheduled for the
Closing and to expend (or, at Seller's election, to obligate itself to expend by
indemnity agreement, bond or any other manner) an amount not to exceed the
Maximum Representation Expense. If there shall be any untrue representation(s)
which can be made true by the payment of a sum of money only which exceeds the
Maximum Representation Expense, or which can be made true by the payment of not
more than the Maximum Representation Expense but not within the available time,
and Seller notifies

                                      -10-


Purchaser that Seller elects not to, or cannot, make such representation(s) true
within the available time, Purchaser may elect to (i) cancel this Contract by
notice to Seller given within five (5) Business Days after receipt of Seller's
notice and receive the return of the Deposit or (ii) close with a credit from
Seller equal to the lesser of the amount required to make the representation
true or the Maximum Representation Expense. If Purchaser fails to timely cancel
this Contract as provided in the preceding sentence, Purchaser shall
nevertheless proceed to Closing and the Purchase Price shall be reduced by the
lesser of the sum of money required to make such representations true or the
Maximum Representation Expense. Anything in this Section to the contrary
notwithstanding, an attempt by Seller to make any untrue representation to be
true shall not be deemed to be or create an obligation of Seller to make the
same true.

               6.5    PURCHASER'S REPRESENTATIONS. Purchaser represents that:

                      (a) Purchaser is an Illinois corporation. The execution,
delivery and performance of this Contract in accordance with its terms, do not
violate the partnership agreement, corporate charter, by-laws, certificate of
incorporation or operating agreement of Purchaser, or any contract, agreement,
commitment, order, judgment or decree to which Purchaser is a party or by which
it is bound;

                      (b) Purchaser has the right, power and authority to make
and perform its obligations under this Contract; and

                      (c) This Contract is a valid and binding obligation of
Purchaser enforceable against Purchaser in accordance with its terms. Purchaser
covenants and warrants that the representations in the preceding sentences of
this Section 6.5 will be true on the Closing with respect to Purchaser or any
permitted assignee of Purchaser and Purchaser or such assignee shall deliver to
Seller at Closing copies of Purchaser's organizational documents and resolutions
and/or consents and certificates as necessary to substantiate that such
representations of Purchaser are true as of the Closing.

          7.   ONGOING OPERATIONS.

               7.1    LEASING PRACTICE.

                      (a) The Existing Space Leases, together with any
modifications, renewals and new leases made after the date hereof in accordance
with this Section 7.1 hereof are herein called the "SPACE LEASES" and the
tenants thereunder are herein called the "SPACE TENANTS". During the period
ending five (5) days before the Outside Termination Date (and provided Purchaser
receives a copy of the applicable New Lease on or prior to such date), Seller
may enter into new leases or renew and/or make modifications to the Space Leases
(collectively, "NEW LEASE(S)") without the approval of Purchaser. Beginning with
the fifth (5th) day before the Outside Termination Date, provided Purchaser is
not in default under this Contract, Seller shall not enter into New Leases
without the prior approval of Purchaser, which approval shall not be
unreasonably withheld, conditioned or delayed. Purchaser agrees to grant or deny
consent in writing (and provide, in reasonable detail, the reasons for any
denial) within three (3) Business Days after Purchaser's receipt of Seller's
request, which request shall contain copies of all material information related
to such request and a summary of the material terms of the proposed New Lease.
Purchaser's failure to timely

                                      -11-


respond in writing to Seller's request shall be deemed a consent to the proposed
New Lease. Seller shall, from time to time, inform (orally or in writing)
Purchaser of any new lease negotiations and promptly give notice to Purchaser of
any New Lease and a copy of any instruments executed and any material
information delivered in connection with the New Lease. Notwithstanding anything
contained in this Section 7.1(a) to the contrary, at any time on or before the
Closing Date, Seller may enter into New Leases without Purchaser's prior
approval provided such New Leases are on terms no less favorable than those set
forth on SCHEDULE F annexed hereto.

                      (b) Following the Outside Termination Date, Seller may
continue to grant consent or approval to a request made by a Space Tenant if
such consent or approval is required to be granted pursuant to the applicable
provisions of the Space Lease or if Seller is required to exercise reasonable
judgment or discretion in determining whether to grant the consent or approval.

                      (c) Following the Outside Termination Date, if Seller is
not obligated to grant, or exercise reasonable judgment or discretion in
determining whether to grant, consent or approval to a request made by a Space
Tenant, then, provided Purchaser is not in default under this Contract, Seller
shall, prior to granting such consent or approval, notify Purchaser of the
request made by a Space Tenant, which notice shall contain copies of all
documents, if any, submitted by such Space Tenant in connection with the
request. Purchaser agrees to advise Seller in writing, within five (5) Business
Days after Purchaser's receipt of Seller's notice, whether Purchaser elects that
the Space Tenant's request be granted or denied (and provide, in reasonable
detail, the reasons for any denial), which election shall be made in Purchaser's
reasonable judgment. Purchaser's failure to timely respond in writing to
Seller's notice shall be deemed an election to consent to the proposed request.

                      (d) Purchaser acknowledges and agrees that no
representation has been made and no responsibility has been assumed by Seller
with respect to the continued occupancy of the Premises, or any part thereof, by
the Space Tenants following Closing. Seller does not undertake or guarantee that
the Space Tenants will be in occupancy at the Closing. Prior to the Closing,
Seller shall have the right, but not the obligation, to enforce its rights
against the Space Tenants by summary proceeding, drawing down or application of
security deposits or in any other manner. Except as provided in this Section 7.1
above and provided Purchaser is not in default under this Contract, Seller shall
not terminate any Space Lease without the prior consent of Purchaser except in
the event of a default by a Space Tenant under its Space Lease. Notwithstanding
anything contained herein to the contrary, it shall be a condition to
Purchaser's obligation to close title to the Premises if at any time after the
Outside Termination Date any of the following shall have occurred with respect
to a Space Tenant occupying space equal to or greater than 12,000 square feet at
the Premises: (i) the commencement of a case under Title 11 USC section 101, et.
sec., as now constituted and hereafter amended which is not dismissed prior to
the date scheduled for Closing; (ii) (A) a default by a Space Tenant under its
Space Lease for nonpayment of rent (which default continues beyond any
applicable grace period) and (B) the vacation of its premises or (iii) the
termination of its Space Lease; provided, however, that Purchaser shall be
deemed to have waived the provisions in this subsection 7.1(d) if Purchaser
expressly consents to or causes any such Space Tenant's vacation or termination
in accordance with this Section 7.1. If on the date scheduled for Closing the
foregoing condition is not

                                      -12-


satisfied, Purchaser's sole remedy shall be to terminate this Contract and
receive the return of the Deposit and upon the receipt of same, this Contract
shall be null and void and of no further force or effect and, except for those
provisions expressly stated to survive the termination of this Contract, neither
party shall have any rights or obligations against or to the other.

               7.2    PERSONAL PROPERTY AND EQUIPMENT. During the pendency of
this Contract, Seller agrees not to transfer to any third party or remove any
personal property or equipment owned by Seller used in connection with the
operation or maintenance of the Premises and located in the Premises unless such
personal property or equipment is obsolete or replaced with a substantially
similar item.

               7.3    EMPLOYEES. During the pendency of this Contract, Seller
shall not hire any employees for whom Purchaser will have liability following
the Closing.

               7.4    DEVELOPMENT RIGHTS. Except in connection with the
Proceeding, during the pendency of this Contract, Seller shall not sell, lease,
transfer or otherwise encumber any development rights appurtenant to the
Premises that would materially and adversely affect the Premises.

               7.5    TAX PROTEST PROCEEDINGS. Seller shall have sole authority
to prosecute, settle and withdraw proceedings to review any real estate tax
assessment for the Premises covering the fiscal years prior to and in which the
Closing occurs. Purchaser acknowledges that it has no interest in any
proceedings or refunds applicable to any fiscal tax year prior to the year in
which the Closing occurs. The provisions of this Section shall survive the
Closing.

               7.6    OPERATION AND MAINTENANCE. From and after the date hereof
until the date and time of the Closing, Seller shall operate and maintain the
Premises in the usual course of business and consistent with past practices,
excepting normal wear and tear and loss or Casualty, except that Seller shall
have no obligation whatsoever to make any capital expenditures.

               7.7    ACCOUNTING. Subject to the provisions of Section 13.6,
during the pendency of this Contract, Seller, at Purchaser's sole cost and
expense, shall reasonably cooperate with the public accounting firm KPMG in its
audit of the Premises' books and records, provided, that, such reasonable
cooperation does not increase Seller's liability in any manner. Purchaser
acknowledges and agrees that Seller shall not be obligated to devote (other than
de minimus) time and resources to KPMG's audit.

          8.   TITLE.

               8.1    TITLE COMMITMENT. Seller has (i) caused to be issued and
delivered to Purchaser a title commitment (the "TITLE COMMITMENT") issued by
Heritage Title Company (the "TITLE COMPANY"), accompanied by a copy of all
recorded documents affecting the Property and listed as exceptions in Schedule B
of the Title Commitment and (ii) delivered to Purchaser a copy of the existing
ALTA survey of the Premises prepared by Pape Dawson Engineers, dated September
16, 2003 as updated on November 19, 2003 (the "Survey"). At least ten (10) days
prior to the Outside Termination Date, Purchaser shall furnish Seller with
notice of any

                                      -13-


objections Purchaser has to the Title Commitment and Survey (collectively, the
"TITLE OBJECTION DATE"); provided, however, Seller shall have no obligation to
cure any such objections. Any matters existing as of the Title Objection Date to
which Purchaser does not object, shall be deemed Permitted Exceptions. All
defects, encumbrances, encroachments or other objections to title that exist as
of the Outside Termination Date and which Seller has not in this Contract or in
a separate writing expressly agreed to remove, shall be deemed Permitted
Exceptions. Following the Outside Termination Date, Purchaser shall notify
Seller within five (5) days of becoming aware of any other defects,
encumbrances, encroachments or other objections to title that are not Permitted
Exceptions. Any defects, encumbrances, encroachments or other objections to
title that are not Permitted Exceptions that are not timely objected to in
accordance with this Section 8.1 shall be deemed Permitted Exceptions.

               8.2    STATUS OF TITLE. Subject to the terms of this Contract,
Seller shall deliver and Purchaser shall accept title to the Premises and
consummate the transaction contemplated by this Contract subject to (a) the
title exceptions set forth in Schedule B to this Contract and (b) title
exceptions created or suffered by Purchaser or mechanics' liens created or
suffered by Purchaser and (c) the title exceptions deemed Permitted Exceptions
under Section 8.1 above and (d) any items or exceptions to title set forth on
the Survey and (e) such other title exceptions which Seller may, in accordance
with the provisions of this Contract, cause the Title Company to omit from
Purchaser's title policy or affirmatively insure, without additional premium
(unless paid by Seller) (the title exceptions [whether liens, encumbrances,
defects, encroachments or other objections] described in (a), (b), (c), (d) and
(e) herein sometimes referred to collectively as "PERMITTED EXCEPTIONS").

               8.3    NON-PERMITTED TITLE OBJECTIONS.

                      (a) If on the Closing it should appear that the Premises
is affected by any lien, encumbrance, defect, encroachment or objection which is
not a Permitted Exception (collectively, "NON-PERMITTED TITLE OBJECTIONS"), then
in such event, Seller, at Seller's election, shall have the privilege to remove
or satisfy the same, and shall, for that purpose, be entitled to one or more
adjournments of the Closing for a period not to exceed (in the aggregate) thirty
(30) days beyond the date scheduled for Closing.

                      (b) Seller shall not be required to bring any action or
proceeding or to otherwise incur any expense to remove or discharge any
Non-Permitted Title Objection unless such Non-Permitted Title Objection(s) can
be removed or discharged by payment of a liquidated sum of money only, and if
both (1) such removal or discharge can reasonably be expected to be accomplished
within a period of thirty (30) days beyond the date scheduled for the Closing
and (2) the sum of money required to accomplish such removal or discharge does
not exceed Seventy-five Thousand and 00/100 ($75,000.00) Dollars in the
aggregate (the "MAXIMUM TITLE EXPENSE"). In such event, Seller agrees to adjourn
the Closing for the period required to remove or discharge such Non-Permitted
Title Objections, but not to exceed thirty (30) days beyond the date scheduled
for the Closing, and to expend (or at Seller's election, to obligate itself to
expend by indemnity agreement, bond or any other manner) an amount not to exceed
the Maximum Title Expense to remove or discharge such Non-Permitted Title
Objections. If there shall be any Non-Permitted Title Objections that can be
removed or discharged by the payment of a sum of money only which exceeds the
Maximum Title Expense, or that can be removed by the payment of not more than
the Maximum Title Expense but not

                                      -14-


within thirty (30) days and Seller notifies Purchaser that Seller elects not to,
or cannot, remove or discharge such Non-Permitted Title Objections, Purchaser
may elect to (i) terminate this Contract by notice given within five (5)
Business Days after receipt of Seller's notice and receive the return of the
Deposit or (ii) close with a credit from Seller equal to the lesser of the
amount required to remove or discharge such Non-Permitted Title Objection or the
Maximum Title Expense. If Purchaser fails to timely cancel this Contract as
provided in the preceding sentence, Purchaser shall accept such title as Seller
can convey and the Purchase Price shall be reduced by the lesser of the Maximum
Title Expense or the amount required to remove or discharge said Non-Permitted
Title Objection. Anything in this Section to the contrary notwithstanding, an
attempt by Seller to remove or discharge any Non-Permitted Title Objection shall
not be deemed to be or create an obligation of Seller to remove or discharge the
same.

                      (c) The foregoing provisions of this Section to the
contrary notwithstanding, Seller agrees to remove or discharge any monetary lien
voluntarily created by Seller and any Non-Permitted Title Objections voluntarily
created by Seller after the date hereof; provided, however, that Seller shall in
no event be deemed to have voluntarily created (nor shall Seller be liable for)
any monetary lien or Non-Permitted Title Objections if caused or created by an
act or omission of Purchaser or by an act or omission of a Space Tenant.

          9.   CLOSING.

               9.1    CLOSING DATE AND LOCATION. Subject to the adjournments
expressly allowed elsewhere in this Contract, the closing of title (the
"CLOSING") shall take place, time being of the essence at 9:30 AM, on January
15, 2004. The Closing shall take place by escrow deliveries to the Escrowee (the
actual date of closing is herein referred to as the "CLOSING DATE") pursuant to
reasonably acceptable escrow instructions that will provide, among other things,
that the transfer documents will be released only upon Escrowee, on behalf of
Seller, being unconditionally and irrevocably authorized to disburse the
Purchase Price to Seller or as Seller may direct.

               9.2    CLOSING EXPENSES.

                      (a) SELLER'S EXPENSES. Seller shall pay (i) one-half of
any escrow or closing charge of the Title Company; (ii) the base premium for a
basic Standard Coverage Owner's Policy (without endorsements or extended
coverage (which includes, without limitation, shortage in area coverage)); (iii)
one-half of any real property transfer, conveyance, grantor, grantee or
recording taxes imposed by any applicable governmental authority by reason of
the transfer of the Premises ("TRANSFER TAX"); (iv) the Survey (for expenses
incurred through November 19, 2003); and (v) any sales tax payable on the sale
of any personal property to Purchaser. Seller and Purchaser shall each execute
(and swear to where required) any returns and statements required in connection
with the Transfer Tax, if any. Payment of the Transfer Tax shall be made to the
Title Company.

                      (b) PURCHASER'S EXPENSES. Purchaser shall pay (i) one-half
of any escrow or closing charge of the Title Company; (ii) one-half of the
Transfer Tax (if any); (iii) the per page cost of recording the deed; (iv) all
expenses relating to its inspection of the Premises including, but not limited
to, engineering, environmental and property condition surveys including the
costs of the Survey first incurred from and after November 20, 2003; (v)

                                      -15-


the cost of the premium for extended title policy coverage and the costs of any
endorsements (other than endorsements which Seller elects to obtain to cure any
Non-Permitted Title Exception); and (vi) any cost incurred in connection with
any financing obtained by Purchaser including, without limitation, mortgage
recording tax and title insurance premiums.

                      (c) The provisions of this Section 9.2 shall survive the
Closing.

               9.3    CLOSING DELIVERIES.

                      (a) At Closing Seller shall deliver to Purchaser or
Escrowee:

                          (i)     the Deed executed by Seller and acknowledged
in the form annexed hereto as Exhibit 1;

                          (ii)    the Assignment of the Space Leases executed by
Seller in the form annexed hereto as Exhibit 2;

                          (iii)   the Assignment of the Service Contracts (and
any permitted replacements or renewals thereof) executed by Seller in the form
annexed hereto as Exhibit 3;

                          (iv)    the Assignment of Licenses, Permits,
Guarantees and Warranties executed by Seller in the form annexed hereto as
Exhibit 4;

                          (v)     notice to the Space Tenants executed by Seller
in the form annexed hereto as Exhibit 5 (which will be delivered to the Space
Tenants by Seller or its property manager unless otherwise mutually agreed to by
Seller and Purchaser);

                          (vi)    originals, or if originals are not available,
copies of the Space Leases;

                          (vii)   notice to the service contractors executed by
Seller in the form annexed hereto as Exhibit 6;

                          (viii)  originals, or if originals are not available,
copies of the Service Contracts;

                          (ix)    to the extent in Seller's possession, the real
estate tax bills for the Premises for the then current real estate tax year;

                          (x)     to the extent they are in Seller's possession
(a) unless posted at the Property, all licenses and permits, authorizations and
approvals pertaining to the Premises and (b) all guarantees and warranties which
Seller has received in connection with any work or services performed or
equipment installed in and improvements erected on the Premises (Seller agrees
to use commercially reasonable efforts to obtain an acknowledgment from the roof
warranty material and/or service provider of the assignment of the roof warranty
to Purchaser (at the sole cost and expense of Seller) but failure to obtain same
shall not be a condition to Purchaser's obligation to complete Closing not give
rise to any liability or obligation on the part of Seller to Purchaser or
otherwise);

                                      -16-


                          (xi)    duly executed certificate of Seller in the
applicable form set forth in Treasury Regulations Section 1.1445-2(b)(2); and

                          (xii)   estoppel certificates (each an "ESTOPPEL
CERTIFICATE" and collectively the "ESTOPPEL CERTIFICATES") from Space Tenants
representing ninety-five (95%) percent of the leased area of the Premises,
provided that Seller shall deliver estoppel certificates from one hundred (100%)
percent of Space Tenants equal to or greater than 8,000 square feet occupying
space at the Premises (collectively, "ESTOPPEL TENANTS"), in form and substance
which do not vary materially from the form annexed hereto as Exhibit 7 (unless
such variance benefits Purchaser), provided, however, that any Space Tenant may
delete or modify paragraphs m, n and o of the Estoppel Certificate, or, as to
any Space Tenant and/or Space Lease providing for or allowing a different form
of estoppel certificate, the form provided or allowed by such Space Tenant
and/or Space Lease. Seller will request, where appropriate, an estoppel
certificate, in the form annexed hereto as EXHIBIT 13, from all guarantors
("GUARANTOR ESTOPPEL CERTIFICATE") of Space Leases at the Premises but failure
to obtain an executed Guarantor Estoppel Certificate shall not be a condition to
Purchaser's obligation to complete Closing nor give rise to any liability or
obligation on the part of Seller to Purchaser or otherwise. Notwithstanding the
foregoing to the contrary, if the Estoppel Certificates cannot be timely
delivered, Seller may, but shall not be obligated to, adjourn the Closing for a
period not to exceed thirty (30) days, to (i) obtain the Estoppel Certificates
or (ii) for Space Tenants occupying less than 8,000 square feet at the Premises,
elect to deliver Seller's Estoppels in lieu thereof if such estoppels are not
delivered, or as a supplement thereto, if such estoppels do not cover all of the
required matters as set forth on EXHIBIT 7 or in the form provided for or
allowed pursuant to such Space Tenant's Space Lease, as applicable, in the form
attached hereto as EXHIBIT 11 (each a "SELLER'S ESTOPPEL" and collectively
"SELLER'S ESTOPPELS") which Seller's Estoppels shall be deemed to comply with
this Section 9.3(a)(xii) and shall satisfy Seller's obligation with respect to
such Space Tenant. Seller shall be entirely released from liability under a
Seller Estoppel upon delivery to Purchaser of an Estoppel Certificate from the
corresponding Space Tenant to the extent such replacement Estoppel Certificate
is in a form and substance which complies with this Section 9.3(a)(xii). If
Seller, after exercising or waiving in writing its adjournment right set forth
in this Section 9.3(a)(xii), does not or cannot deliver the required Estoppel
Certificates, Purchaser's sole remedy shall be to terminate this Contract and
receive the return of the Deposit or to close notwithstanding the lack of the
Estoppel Certificate(s) without any reduction of the Purchase Price and without
any liability of Seller relative thereto. In the event any Estoppel Certificate
shall claim a default or other failure of an obligation (a claim of default or
failure of an obligation by Seller or a Space Tenant which arises out of or
results from information disclosed to or known by Purchaser prior to the Outside
Termination Date shall not be deemed an Estoppel Default) by Seller under a
Space Lease (such default or failure hereinafter being referred to as an
"ESTOPPEL DEFAULT"), then Seller may, but shall not be obligated to, elect to
cure any such Estoppel Default and shall, for that purpose, be entitled to
adjourn the Closing for a period not to exceed thirty (30) days, provided,
however, that in the event Seller elects not to cure such Estoppel Default or is
unable to cure such Estoppel Default within such period of time, Purchaser's
sole remedy shall be to terminate this Contract and receive the return of the
Deposit. In the event Purchaser is permitted to terminate this Contract pursuant
to the preceding sentence and if Purchaser fails to terminate this Contract as
provided for above then, the rights and obligations of the parties hereto shall
not be affected thereby, this Contract shall remain in full force and effect and
Purchaser shall, at the Closing, accept such Estoppel Certificate subject to

                                      -17-


such Estoppel Default without any reduction of the Purchase Price.
Notwithstanding anything contained herein to the contrary, Purchaser shall
notify Seller upon the date which is the earlier of (i) three (3) Business Days
following Purchaser's receipt of an executed Estoppel Certificate and (ii) one
(1) Business Day prior to Closing, of Purchaser's permitted objections to any
such Estoppel Certificate. Purchaser's failure to timely respond to Seller in
accordance with the preceding sentence shall be deemed its approval of the
Estoppel Certificate.

                          (xiii)  the Bill of Sale, executed by Seller in the
form of Exhibit 8 annexed hereto;

                          (xiv)   keys, combinations and codes to all locks and
security devices to the Premises in Seller's possession;

                          (xv)    an update of Seller's representations executed
by Seller in accordance with Section 6.3 above;

                          (xvi)   a Seller's non-resident withholding affidavit
executed by Seller;

                          (xvii)  the Transfer Tax return(s) executed by Seller
(if applicable); and

                          (xviii) Seller shall request from BB Fonds
International 1 USA, L.P., as a party to certain easement agreements on SCHEDULE
B (items 10 (o) and (q)), an estoppel certificate in a form attached hereto as
EXHIBIT 12 and promptly upon receipt agrees to deliver the same to Purchaser,
but the failure to obtain an estoppel certificate from BB Fonds International 1
USA shall not be a condition to Purchaser's obligation to complete Closing nor
give rise to any liability or obligation on the part of Seller to Purchaser or
otherwise.

                          (xix)   a title certificate in form attached hereto as
Exhibit 10; and

                          (xx)    evidence of Seller's organizational authority.

                      (b) At Closing Purchaser shall deliver to Seller or
Escrowee:

                          (i)     the balance of the Purchase Price as provided
in Section 3 hereof;

                          (ii)    the Assignment of the Space Lease executed by
Purchaser in the form annexed hereto as Exhibit 2;

                          (iii)   the Assignment of the Service Contracts (and
any replacements or renewals thereof) executed by Purchaser in the form annexed
hereto as Exhibit 3;

                          (iv)    notice to the Space Tenants executed by
Purchaser in the form annexed hereto as Exhibit 5;

                                      -18-


                          (v)     Transfer Tax return(s) executed by Purchaser
(if applicable);

                          (vi)    notice to the service contractors executed by
Purchaser in the form annexed hereto as Exhibit 6; and

                          (vii)   evidence of Purchaser's organizational
authority.

               9.4.   APPORTIONMENTS AND REIMBURSEMENTS. The following
adjustments shall be made with respect to the Premises, and the following
procedures shall be followed:

                      (a) General.

                          (i)     PREPARATION OF PRORATIONS. At least five (5)
days before the Closing Date, Seller shall prepare and deliver, or cause
Escrowee to prepare and deliver, the Purchaser an unaudited statement for the
Premises (the "Preliminary Proration Statement") showing prorations for the
items set forth below, calculated as of 11:59 p.m. on the day preceding the
Closing Date, on the basis of a 365-day year. Notwithstanding the foregoing in
the event Seller (or its designee) does not receive the funds to be wired
pursuant to Section 3 above by 1:00 P.M. Eastern Time on the Closing Date, then
in such event, the items set forth in this Section shall be apportioned as of
11:59 P.M. on the Closing Date based upon the respective party's period of
ownership for the item being apportioned. Purchaser and its representatives
shall be afforded reasonable access to Seller's books and records with respect
to the Premises and Seller's work papers pertaining to the Preliminary Proration
Statement to confirm the accuracy of the Preliminary Proration Statement.
Purchaser and Seller shall agree upon any adjustments to be made to the
Preliminary Proration Statement before the Closing, and at the Closing,
Purchaser or Seller, as applicable, shall receive a credit equal to the net
amount due Purchaser or Seller, as applicable, pursuant to the Preliminary
Proration Statement as finally agreed upon by Purchaser and Seller. The items to
be covered by the Preliminary Proration Statement are as follows:

                                  A. rents, including percentage rents,
escalation charges for real estate taxes, parking charges, marketing fund
charges, operating expense prepayments and reimbursements from Space Tenants,
maintenance escalation rents or charges, costs-of-living increases or other
charges of a similar nature, if any, and any additional charges, and expenses
(collectively, "ADDITIONAL RENTS") payable under the Space Leases for the month
in which Closing occurs; provided that if any of the foregoing are not finally
adjusted between Seller and a Space Tenant, as applicable until after the
preparation of the Preliminary Proration Statement then proration of such items
shall be subject to adjustment pursuant to Section 9.4(b);

                                  B. non-delinquent real property taxes and
assessments except to the extent paid directly to the taxing authority by any
Space Tenants under its Space Leases (real property taxes and assessments due
and payable prior to the date of Closing shall be fully discharged and paid by
Seller); provided that if the real property tax assessment for the fiscal year
in which the Closing occurs has not been issued as of the Closing Date, real
property taxes shall be prorated based on the most recent assessed value of the
Premises, multiplied by the current tax rate, and such tax proration shall be
subject to adjustment pursuant to subparagraph (iv) of this Section 9.4(a);

                                      -19-


                                  C. Intentionally Deleted;

                                  D. water, sewer and utility charges not
payable by a Space Tenant;

                                  E. amounts payable under the Service
Contracts;

                                  F. permits, licenses and/or inspection fees
(calculated on the basis of the period covered), but only to the extent
transferred to Purchaser;

                                  G. prior to Closing, if (i) any Existing Space
Tenant vacates the Premises and (ii) Seller replaces its Existing Space Lease
with a New Lease under which the replacement Space Tenant's net effective rent
payable after the Closing is greater than that of the vacating Space Tenant (the
difference between the replacement Space Tenant's net effective rent and the
vacating Space Tenant's net effective rent, the "EXCESS RENT"), Seller and
Purchaser shall apportion leasing commissions, landlord's work and tenant
improvement allowances incurred in connection with such New Lease made in
accordance with the provisions of Section 7.1 above (which shall be apportioned
based on the proportion of base rent payable over the initial lease term
occurring during each party's respective period of ownership); provided,
however, that the amount payable by Purchaser pursuant to this subsection
9.4(a)(i)(G) shall not be greater than the Excess Rent;

                                  H. Intentionally Deleted; and

                                  I. any other expenses normal to the operation
and maintenance of the Premises.

                          (ii)    PRINCIPLES OF PRORATIONS; COLLECTIONS AND
PAYMENTS. Subject to the prorations to be made pursuant to this Section 9.4,
after the Closing Purchaser shall collect all revenues and pay all expenses with
respect to the Premises, even if such revenues and expenses relate to periods
before the Closing. Seller agrees to cooperate with Purchaser by endorsing
(without recourse) in favor of Purchaser any checks which may be received after
the Closing, but which are made payable to Seller (or its affiliates). Purchaser
shall use reasonable efforts consistent with prudent business practices to
collect rents or other amounts payable under the Space Leases that were
delinquent as of the Closing Date and that relate to a period before the
Closing. To the extent such delinquent rents and other amounts are collected by
Purchaser by judicial process, Purchaser may deduct from the amount owed to
Seller an amount equal to the attorneys' fees and costs actually incurred by
Purchaser in collecting such rents and other amounts due to Seller. Subject to
the foregoing sentence, any rent or other payment collected after the Closing
from any Space Tenant which owed a payment that was delinquent as of the Closing
Date shall be applied first, to the applicable party's unpaid monetary
obligations with respect to any periods from the Closing Date through the end of
the month in which such payment is made, in such order as Purchaser may elect,
until such monetary obligations have been paid in full; any remaining amount of
such payment shall be paid over to Seller, for application against such party's
delinquent monetary obligations with respect to any periods before the Closing
Date, in such order as Seller may elect, until such delinquent monetary
obligations have been paid in full; and any remaining amount of such payment
shall be retained

                                      -20-


by Purchaser for application against such party's future obligations.
Notwithstanding anything contained herein to the contrary, after the Closing
Date Seller shall retain the right to (i) bring or continue actions or
proceedings against Space Tenants to collect any delinquencies to which Seller
is entitled to receive and Purchaser shall be deemed to have assigned to Seller
the exclusive right to file proofs of claim and to commence or continue any
actions or proceedings to collect any pre-petition rent, pre-petition additional
rent, pre-petition rejection damages under Section 365 of the Bankruptcy Code,
and/or post petition administration expense claims, for any and all damages
which arise or accrue prior to the Closing Date, and to retain any sums
collected in connection therewith; provided, however, Seller shall not sue to
terminate a Space Tenant's Space Lease or right to possession of its premises
and (ii) receive and Purchaser shall be deemed to have assigned to Seller the
exclusive right to collect any and all amounts due in connection with the
Proceeding. In addition, in calculating the prorations pursuant to this Section
9.4, Seller shall receive a credit in the amount of any utility, municipality or
other deposits relating to the Premises made by Seller and which are assigned to
Purchaser at the Closing. Seller shall be entitled to a refund of any deposits
not assigned to Purchaser.

                          (iii)   SECURITY DEPOSITS. At the Closing, Seller
shall assign and deliver to Purchaser all prepaid rent, security deposits,
letters of credit and other collateral actually received by Seller pursuant to
any of the Space Leases.

                          (iv)    POST-CLOSING ADJUSTMENTS. Notwithstanding
anything to the contrary contained in this Section 9.4, (A) if the amount of the
real property taxes and assessments payable with respect to the Premises for any
period before Closing is determined to be more than the amount of such real
property taxes and assessments that is prorated herein (in the case of the
current year) or that was paid by Seller (in the case of any prior year), due to
a reassessment of the value of the Premises or otherwise, Seller and Purchaser
shall promptly adjust the proration of such real property taxes and assessments
after the determination of such amounts, and Seller shall pay to Purchaser any
increase in the amount of such real property taxes and assessments applicable to
any period before Closing; provided, however, that Seller shall not be required
to pay to Purchaser any portion of such increase that is payable by Space
Tenants; and (B) if the amount of the real property taxes and assessments
payable with respect to the Premises for any period before Closing is determined
to be less than the amount of such real property taxes and assessments that is
prorated herein (in the case of the current year) or that was paid by Seller (in
the case of any prior year), due to an appeal of the taxes by Seller, a
reassessment of the value of the Premises or otherwise, Seller and Purchaser
shall promptly adjust the proration of such real property taxes and assessments
after the determination of such amounts, and (1) Purchaser shall pay to Seller
any refund received by Purchaser representing such a decrease in the amount of
such real property taxes and assessments applicable to any period before
Closing; provided, however, the Purchaser shall not be required to pay to Seller
any portion of such refund which is payable to Space Tenants; and (2) Seller
shall be entitled to retain any refund received by Seller representing such a
decrease in the amount of such real property taxes and assessments applicable to
any period before Closing; provided, however, that Seller shall pay to Purchaser
that portion of any such refund that is payable to Space Tenants. Each party
shall give notice to the other party of any adjustment of the amount of the real
property taxes and assessments payable with respect to the Premises for any
period before Closing within thirty (30) days after receiving notice of any such
adjustment.

                                      -21-


                      (b) POST CLOSING RECONCILIATION.

                          (i)     CERTAIN DELAYED PRORATIONS. If any Space
Tenants are required to pay Additional Rents, then, with respect to those
Additional Rents which are not finally adjusted until after the preparation of
the Preliminary Proration Statement pursuant to Section 9.4(a) above, Purchaser
shall submit to Seller, no later than March 31, 2005, an unaudited statement for
the Premises (a "SUPPLEMENTAL PRORATION STATEMENT") covering any such Additional
Rents or any other items which have been finally adjusted between Purchaser and
the applicable party for the 2004 calendar year (or if the applicable fiscal
year is other than a calendar year, within ninety (90) days after the end of the
applicable fiscal year), containing a calculation of the prorations of such
Additional Rents and such other items, prepared based on the principles set
forth in Section 9.4(a) above, provided that in making such adjustment, the
parties shall exclude any Additional Rents arising from increased real property
taxes for the Premises to the extent such increase results from Purchaser's
purchase of the Premises. In order to enable Purchaser to make any year-end
reconciliations of Additional Rents, within ninety (90) days after the Closing,
Seller shall deliver to Purchaser a final statement of (i) all operating
expenses for the Premises which are actually paid by Seller and permitted to be
passed through to Space Tenants, as applicable, with respect to the portion of
the 2004 calendar year occurring prior to the Closing ("SELLER'S 2004 ACTUAL
OPERATING EXPENSES"), together with copies of all documentation evidencing
Seller's 2004 Actual Operating Expenses, including copies of third-party
invoices and copies of Seller's books and records applicable thereto, and (ii)
all estimated payments of Additional Rents received by Seller with respect to
the portion of the 2004 calendar year occurring prior to the Closing. If
Additional Rents for the 2003 calendar year have not been finally adjusted
between Seller and a Space Tenant, as applicable, as of the Closing, Seller
shall retain all rights and obligations with respect to the adjustment thereof
directly with the applicable party following the Closing, subject to the
provisions of Section 9.4(a)(iv) above. Without limiting the generality of the
foregoing, but subject to the provisions of Section 9.4(a)(iv) above, Seller
shall retain all rights to bill and collect any additional amounts owing with
respect to Additional Rents for the 2003 calendar year, and shall remain
obligated to pay any refund owing to any party for overpayment of Additional
Rents for the 2003 calendar year.

                          (ii)    AUDIT RIGHTS FOR SUPPLEMENTAL PRORATION
STATEMENTS. Seller and its representatives shall be afforded the opportunity to
review all underlying financial records and work papers pertaining to the
preparation of all Supplemental Proration Statements, and Purchaser shall permit
Seller and its representatives to have full access to the books and records in
the possession of Purchaser or any party to whom Purchaser has given custody of
the same relating to the Premises to permit Seller to review the Supplemental
Proration Statements. Any Supplemental Proration Statement prepared by Purchaser
shall be final and binding for purposes of this Agreement unless Seller shall
give written notice to Purchaser of disagreement with the prorations contained
therein within sixty (60) days following Seller's receipt of such Supplemental
Proration Statement, specifying in reasonable detail the nature and extent of
such disagreement. If Purchaser and Seller are unable to resolve any
disagreement with respect to any Supplemental Proration Statement within ten
(10) Business Days following receipt by Purchaser of the notice referred to
above, either party may pursue any remedy available for the resolution of such
dispute.

                                      -22-


                          (iii)   PAYMENTS FOR ADJUSTMENTS. Any net credit due
Seller or Purchaser, as the case may be, shall be paid to Seller or Purchaser,
as the case may be, within seventy-five (75) days after the delivery of a
Supplemental Proration Statement to Seller, or unless Seller notifies Purchaser
of a disagreement with respect to any such statement as provided in Section
9.4(b)(ii) above, in which case such payment (less a hold back sufficient to
cover the amount of the disagreement) shall be made within fifteen (15) days
after Seller notifies Purchaser of such disagreement, and any further payment
due after such disagreement is resolved shall be paid within fifteen (15) days
after the resolution of such disagreement.

                      (c) SURVIVAL. The obligations of Seller and Purchaser
under this Section 9.4 shall survive the Closing.

               9.5    CLOSING CONDITION. This Contract and all obligations of
Purchaser hereunder are expressly conditioned on the following condition
precedent being complied with as of the Closing Date: Seller shall (i) have
delivered to Purchaser all written notices of Violations from governmental
authorities which Seller receives from and after the date hereof which have not
been cured or waived and (ii) not have received any written notices of
Violations which would materially and adversely affect the Premises other than
written notices of Violations (A) of which Seller notifies Purchaser no later
than two (2) days prior to the Outside Termination Date, (B) which arise out of
conditions known to Purchaser as of the Outside Termination Date, including,
without limitation, those arising out of the Proceeding, (C) which are
specifically disclosed in Purchaser's engineering reports as of the Outside
Termination Date, (D) which are caused by Purchaser's acts or omissions or (E)
which a Space Tenant is obligated to cure pursuant to its Space Lease. If Seller
notifies Purchaser that the condition set forth in this Section 9.5 cannot be
met, Purchaser shall have five (5) days from receipt of Seller's notice to elect
to (i) cancel this Contract and receive the return of the Deposit or (ii) waive
compliance with the aforesaid condition. If Purchaser elects to cancel this
Contract pursuant to the preceding sentence, Seller shall have the option to
rescind Purchaser's cancellation of this Contract and adjourn the Closing for a
period not to exceed thirty (30) days beyond the date scheduled for Closing in
order to cure the condition causing such Violations, provided Seller notifies
Purchaser of such election within five (5) days after receipt of Purchaser's
cancellation notice. In the event Purchaser is permitted to cancel this Contract
in accordance with the foregoing, if Purchaser fails to cancel this Contract as
provided for above, then, the rights and obligations of the parties hereto shall
not be affected thereby, this Contract shall remain in full force and effect and
Purchaser shall, at the Closing, accept the Premises subject to any such written
notices of Violations without any reduction of the Purchase Price.

          10.  DEFAULT.

               10.1   PURCHASER'S DEFAULT. If Purchaser should default under
this Contract, the parties hereto agree that the damages that Seller will
sustain as a result thereof will be substantial but will be difficult to
ascertain. Accordingly, the parties agree that in the event of such default,
Escrowee is hereby directed to pay the Deposit to Seller, who shall retain the
Deposit as and for its liquidated damages and sole remedy hereunder, in which
event this Contract shall be null and void and of no further force and effect
except for those provisions expressly stated to survive the termination of the
Contract.

                                      -23-


               10.2   SELLER'S DEFAULT. If, for any reason whatsoever other than
upon Seller's willful (i) default or (ii) wrongful failure or refusal to adhere
to the terms of this Contract, Seller shall be unable to convey title subject
to, and in accordance with, the terms of this Contract, the sole obligation of
Seller shall be to cause the refund of the Deposit to Purchaser and upon the
making of such refund, this Contract shall be null and void and of no further
force or effect except for those provisions expressly stated to survive the
termination of this Contract and the lien, if any, of Purchaser against the
Premises shall wholly cease. Purchaser's sole remedy for Seller's willful (i)
default and (ii) wrongful failure or refusal to adhere to the terms of this
Contract, shall be to elect to cancel this Contract and receive the Deposit, or
to commence an action for specific performance. Purchaser hereby waives all
other rights and remedies that it might have, including but not limited to, the
right to sue for damages.

          11.  RISK OF LOSS.

               11.1   CONDEMNATION.

                      (a) If, at any time prior to the Closing Date, all or
a Substantial Portion of the Property shall be taken in the exercise of the
power of condemnation or eminent domain by any sovereign, municipality or other
public or private authority or shall be the subject of a duly noticed hearing
held by any such authority relating to a pending taking in the exercise of the
power of condemnation or eminent domain (a "TAKING"), then this Contract shall
be deemed cancelled and of no force and effect and neither party shall have any
further obligations or liabilities against or to the other, except that Seller
shall cause the return of the Deposit to Purchaser. In case of a Taking of less
than a Substantial Portion of the Property or if Purchaser or Seller do not
elect to terminate this Contract, however, then this Contract shall remain in
full force and effect and on the Closing either (A) Purchaser shall be entitled
to any condemnation award to be granted and Seller shall assign all of its
right, title and interest to such award to Purchaser, less such sums, if any,
actually and reasonably expended by Seller to prosecute such claim and restore
the Premises, or (B) if such award shall have been paid to Seller, the Purchase
Price shall be reduced by the amount thereof, less such sums, if any, actually
and reasonably expended by Seller to prosecute such claim and restore the
Premises. Seller agrees to deliver promptly after receipt thereof any and all
written notices of a Taking received by Seller after the date hereof.

                      (b) As used herein, a Taking of a "SUBSTANTIAL PORTION" of
the Property shall mean a Taking, which (i) materially and adversely affects
access to or from the Premises on a permanent basis or (ii) will result in the
termination of any Space Lease in excess of 15,000 leaseable square feet or
(iii) results in the permanent loss of parking spaces such that the Premises
then fail to comply with applicable zoning or any parking requirement contained
in a Space Lease or recorded reciprocal easement agreement affecting the
Premises and such non-compliance is not cured prior to the Closing. Subject to
Purchaser's right to cancel this Contract on or before the Outside Termination
Date as set forth in Section 12.1, Purchaser acknowledges and agrees that the
Proceeding shall not constitute a Taking under this Contract.

               11.2   DESTRUCTION OR DAMAGE. In the event that the Property, or
any part thereof, shall be damaged or destroyed by fire or any other casualty
("CASUALTY") prior to the Closing Date, Seller shall give Purchaser prompt
written notice of such event together with an estimate of the cost and time to
restore prepared by an independent insurance examiner or

                                      -24-


engineer selected by Seller. If the Casualty will (a) require more than
$500,000.00 to repair, or (b) result in the termination of any Space Lease (each
event described in (a) or (b) herein called a "CASUALTY TERMINATION EVENT"),
Purchaser may cancel this Contract by notice to Seller within ten (10) days
after receipt of notice from Seller (i) of the cost and time to restore or (ii)
that a Space Tenant has terminated its Space Lease pursuant to its terms, in
which event this Contract shall be deemed terminated and of no force and effect
and neither party shall have any further rights or liabilities against or to the
other except for those provisions expressly stated to survive the termination of
this Contract and Seller shall cause the return of the Deposit to Purchaser.
Notwithstanding anything contained herein to the contrary, in the event of a
Casualty Termination Event, Seller may cancel this Contract by notice to
Purchaser, in which event this Contract shall be deemed terminated and of no
force and effect and neither party shall have any further rights or liabilities
against or to the other except for those provisions expressly stated to survive
the termination of this Contract and Seller shall cause the return of the
Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser
or Seller do not timely elect to cancel the Contract in the event of a Casualty
Termination Event, this Contract shall remain in full force and effect and, on
the Closing, Seller shall transfer and/or assign to Purchaser any and all monies
and claims received by and/or accrued to Seller on account of such Casualty (and
shall pay Purchaser the amount of any deductible payable under Seller's
insurance policy), less such sums, if any, as shall have been actually and
reasonably expended by Seller in connection with the repair or restoration of
such Casualty or the prosecution of such claim.

          12.  PURCHASER'S REVIEW PERIOD.

               12.1   Purchaser shall have the right to cancel this Contract for
any reason in Purchaser's sole discretion, or for no reason, on or before
December 29, 2003 (the "OUTSIDE TERMINATION DATE") by notice to Seller to be
received by Seller on or before 3:00 P.M. EASTERN TIME on the Outside
Termination Date (the period of time from the date hereof through and including
the Outside Termination Date is herein referred to as "PURCHASER'S REVIEW
PERIOD"). If Purchaser duly cancels this Contract in accordance with this
Section 12.1, this Contract shall be deemed terminated and of no further force
or effect, except for the provisions expressly stated to survive the Closing,
and the Deposit shall be returned to Purchaser. If Purchaser does not duly
cancel this Contract in accordance with this subparagraph or if Purchaser waives
its right to cancel this Contract, (i) this Contract shall remain in full force
and effect and Purchaser shall have no further right to cancel this Contract
under this Section and (ii) Purchaser shall be deemed to have waived any
liability of Seller and any right to refuse to consummate the Closing by reason
of a misrepresentation, Non-Permitted Title Objection, the Proceeding or other
condition actually known to Purchaser as of the Outside Termination Date. During
Purchaser's Review Period, Purchaser may perform non-intrusive inspections of
the Premises at reasonable times (at least two (2) Business Days prior written
notice to Seller), subject to the rights of the Space Tenants and Seller's prior
consent, which consent shall not be unreasonably withheld. At least two (2)
Business Days prior to performing such inspections, Purchaser shall comply with
the applicable requirements of the Access Agreement dated December 3, 2003
executed by and between Seller and Purchaser (the "Access Agreement"). After
making such inspections, Purchaser, at Purchaser's sole expense, shall restore
the Premises to its condition prior to such inspections. Purchaser may not
conduct any intrusive inspections or borings without the prior written approval
of Seller, which approval may be withheld, granted or granted upon conditions,
in Seller's sole and absolute discretion. Purchaser may only

                                      -25-


communicate with the Space Tenants or employees of Seller or its property
manager in the presence of an agent or representative of Seller. Purchaser
acknowledges and agrees that Seller (but not Seller's property manager) shall be
the only party authorized to furnish Purchaser with any documents reasonably
requested by Purchaser in connection with the performance of its inspections
pursuant to this Section 12.1. Purchaser shall indemnify and hold Seller and
Seller's property manager free and harmless from and against any and all costs,
expenses, claims, losses or damages, liabilities and judgments (including
reasonable attorneys' fees and disbursements) arising out of Purchaser's
inspection of the Premises, including without limitation with respect to the
Premises, whether caused by Purchaser or its contractors, agents or employees or
anyone acting by, through, under, or at the direction, of the foregoing. Without
limiting the generality of the foregoing indemnity, Purchaser shall (i) remove
any mechanics' or other lien which may be recorded against the Premises by any
party providing labor, materials or services at the request of Purchaser and
(ii) not file or cause to be filed any application or make any request with any
governmental or quasi-governmental agency prior to Closing which would or could
lead to a hearing before any governmental or quasi-governmental agency or which
would or could lead to a Violation or any change in zoning, parcelization,
licenses, permits or other entitlements or any investigation or restriction on
the use of the Property, or any part thereof.

               12.2   Time shall be of the essence with respect to the dates in
this Article 12 for the Outside Termination Date and the giving of Purchaser's
cancellation notice. The provisions of this Article 12 shall survive the Closing
or termination of this Contract.

          13.  MISCELLANEOUS.

               13.1   BROKER. Seller and Purchaser represent to each other that
neither party has dealt with any broker or real estate consultant other than
Holliday Fenoglio Fowler, L.P. ("Broker") in connection with the transaction
contemplated by this Contract. Seller agrees to pay all fees, commissions or
other charges due to Broker, if, as and when there is a Closing hereunder,
pursuant to Seller's separate agreement with Broker. Seller and Purchaser shall
indemnify and hold the other free and harmless from and against any liabilities,
damages, costs or expenses (including, but not limited to, reasonable attorneys'
fees and disbursements) suffered by the indemnified party arising from a
misrepresentation or a breach of any covenant made by the Indemnifying party
pursuant to this Section. The provisions of this Section shall survive the
Closing or termination of this Contract.

               13.2   ASSIGNMENT OF THIS CONTRACT. This Contract may not be
assigned by Purchaser without the consent of Seller. A direct or indirect
transfer, sale or assignment of the majority stock interest in a corporate
purchaser or the majority membership interest in a limited liability company
purchaser or the majority or any general partnership interest of a partnership
purchaser shall constitute an assignment of this Contract, which assignment or
attempted assignment shall be void if made without the written consent of
Seller. Notwithstanding the foregoing, Purchaser may assign its rights under
this Contract, without the consent of Seller, to an affiliate, corporation,
partnership or other entity in which either Inland Retail Real Estate Trust,
Inc. or Inland Western Retail Real Estate Trust, Inc. owns and controls a
greater than 50% economic and managerial interest, provided assignee assumes in
writing all of the obligations of Purchaser to be performed under this Contract
in a form reasonably acceptable to Seller and an original of such fully executed
assignment and assumption agreement is delivered to Seller at least five (5)
Business Days prior to the Closing. No assignment of this Contract shall relieve

                                      -26-


Purchaser from any of its obligations set forth herein arising prior to or after
the effective date of the assignment.

               13.3   ATTORNEYS' FEES. If either party institutes a legal
proceeding against the other party in connection with this Contract, the losing
party in such proceeding shall reimburse the prevailing party all reasonable
attorneys' fees and court costs paid by the prevailing party in connection with
such proceeding.

               13.4   NOTICES. All notices hereunder to Seller or Purchaser
shall be sent by Federal Express or other overnight courier which obtains a
signature upon delivery, or may be sent via facsimile, or may be delivered by
hand delivery addressed to such party at the address of such party set forth
below or at such other address as such party shall designate from time to time
by notice:

SELLER:

DDRA Community Centers Four, L.P.
c/o DRA Advisors LLC
220 East 42nd Street
New York, New York 10017
Attention: Janine Roberts
Facsimile: (212) 697-7403

and:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: Joseph G. Padanilam
Facsimile: (216) 755-1782

with a copy to:

Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Attention: Martin Luskin, Esq.
Facsimile: (212) 885-5003

and:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: David Weiss, Esq.
Facsimile: (216) 755-1650

                                      -27-


PURCHASER:

Inland Real Estate Acquisitions, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: G. Joseph Cosenza, President
Facsimile: (630) 218-4935

with a copy to:

Inland Real Estate Group, Inc.
2901 Butterfield Road
Oak Brook, Illinois 60523
Attention: Robert Baurn, General Counsel
Facsimile: (630) 218-4900 and (630) 571-2360

          Notices shall be deemed served in the case of overnight courier or
hand delivery, on the date actually delivered to or rejected by the intended
recipient, except for notice(s) which advise the other party of a change of
address of the party sending such notice or of such party's attorney, which
notice shall not be deemed served until actually received by the party to whom
such notice is addressed or delivery is refused by such party. Notices on behalf
of the respective parties may be given by their attorneys and such notices shall
have the same effect as if in fact subscribed by the party on whose behalf it is
given. Notwithstanding the foregoing provisions of this Section, notices served
by hand delivery shall be deemed served on the date of delivery if delivered at
or prior to 5:00 P.M. Eastern Time on a Business Day and on the next Business
Day if delivered after 5:00 P.M. Eastern Time on a Business Day or at any time
on a non-Business Day. Notwithstanding the foregoing provisions of this Section,
notices served by facsimile shall be deemed given upon receipt if received at or
prior to 4:00 P.M. Eastern Time on a Business Day and on the next Business Day
if received after 4:00 P.M. Eastern Time on a Business Day or at any time on a
non-Business Day.

               13.5   FURTHER ASSURANCES. The parties each agree to do such
other and further acts and things, and to execute and deliver such instruments
and documents (not creating any obligations additional to those otherwise
imposed by this Contract), as either may reasonably request from time to time,
whether at or after the Closing, in furtherance of the purposes of this
Contract, including, without limitation in connection with the Proceeding. The
provisions of this Section shall survive the Closing through the period ending
August 31, 2004.

               13.6   CONFIDENTIALITY.

                      (a) Purchaser agrees that all written documentation
furnished to Purchaser by Seller concerning the Premises, including, without
limitation, the Space Leases, Service Contracts and rent roll (all of the
aforementioned information is collectively referred to as "EVALUATION MATERIAL")
shall be treated confidentially as hereinafter provided.

                      (b) All Evaluation Material shall not be used or
duplicated by Purchaser in any way detrimental to Seller, or for any purpose
other than evaluating a possible

                                      -28-


purchase of the Premises by Purchaser. Purchaser agrees to keep all Evaluation
Material (other than information which is a matter of public record or is
provided in other sources readily available to the public other than as a result
of disclosure thereof by Purchaser or Related Parties) strictly confidential;
provided, however, that the Evaluation Material may be disclosed to the
directors, officers, employees and partners of Purchaser, and to Purchaser's
lender, attorneys and accounting firm (all of whom are collectively referred to
as "RELATED PARTIES") who need to know such information for the purpose of
evaluating a possible purchase of the Premises. The Related Parties shall be
informed of the confidential nature of the Evaluation Material and shall be
directed in writing to keep all such information in the strictest confidence and
use such information only for the purpose of evaluating a possible purchase by
Purchaser. Purchaser will promptly, upon request of Seller following the
termination of this Contract, deliver to Seller all Evaluation Material
furnished by Seller, whether furnished before or after the date hereof, without
retaining copies thereof. Purchaser will direct Related Parties to whom
Evaluation Material is made available not to make similar disclosures and any
such disclosure shall be deemed made by and be the responsibility of Purchaser.

                      (c) Prior to the Closing, Purchaser shall keep strictly
confidential and shall cause the Related Parties to keep strictly confidential
the provisions of this Contract and the transactions contemplated thereunder.
After the Closing Purchaser shall not make any public disclosures and shall
cause the Related Parties not to make any public disclosures mentioning Seller
or regarding the provisions of this Contract or the transactions accomplished at
the Closing without the prior written consent of Seller.

                      (d) The provisions of this Section 13.6 shall survive the
Closing or termination of this Contract.

               13.7   SURVIVAL AND MERGER. The acceptance of the Deed by
Purchaser shall be deemed to be a full performance and discharge of every
agreement and obligation on the part of the Seller to be performed pursuant to
the provisions of this Contract, except those which are herein specifically
stated to survive the Closing, and Seller shall have no further liability with
respect to any such agreement or obligation of Seller.

               13.8   RECORDING. Purchaser shall not record this Contract or any
memorandum thereof and any such recording shall be null and void and shall
constitute a default hereunder.

               13.9   SUCCESSORS AND ASSIGNS. This Contract shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
heirs, executors, administrators, successors and permitted assigns, if any, but
nothing contained herein shall be deemed a waiver of the provisions of Section
13.2 hereof.

               13.10  ENTIRE AGREEMENT. This Contract and the Schedules and
Exhibits annexed hereto, together with the Access Agreement, constitute the
entire agreement between the parties hereto with respect to the subject matter
hereof, and all understandings and agreements heretofore or simultaneously had
between the parties hereto are merged in and are contained in this Contract and
said Schedules and Exhibits.

                                      -29-


               13.11  WAIVER AND MODIFICATIONS. The provisions of this Contract
may not be waived, changed, modified or discharged orally, but only by an
agreement in writing signed by the party against which any waiver, change,
modification or discharge is sought.

               13.12  CAPTIONS AND TITLES. The captions or section titles
contained in this Contract and the Index, if any, are for convenience and
reference only and shall not be deemed a part of the text of this Contract.

               13.13  CONSTRUCTION. The terms "hereof," "herein," and
"hereunder," and words of similar import, shall be construed to refer to this
Contract as a whole, and not to any particular article or provision, unless
expressly so stated. All words or terms used in this Contract, regardless of the
number or gender in which they are used, shall be deemed to include any other
number and any other gender as the context may require.

               13.14  NON-BUSINESS DAYS. If a party is required to perform an
act or give a notice on a date that is a Saturday, Sunday or national holiday,
the date such performance or notice is due shall be deemed to be the next
Business Day.

               13.15  GOVERNING LAW AND JURISDICTION. This Contract is to be
governed and construed in accordance with the laws of the State of Texas.
Purchaser and Seller hereby submit to the jurisdiction of the State and United
States District courts located within Texas in respect of any suit or other
proceeding brought in connection with or arising out of this Contract. The
provisions of this subsection shall survive the Closing or earlier termination
of this Contract.

               13.16  COUNTERPARTS. This Contract may be executed in two or more
counterparts and each of such counterparts, for all purposes, shall be deemed to
be an original but all of such counterparts together shall constitute but one
and the same instrument, binding upon all parties hereto, notwithstanding that
all of such parties may not have executed the same counterpart.

               13.17  NO THIRD PARTY BENEFITS. This Contract is made for the
sole benefit of Seller and Purchaser and their respective successors and assigns
(subject to Section 13.2 above) and no other person shall have any right, remedy
or legal interest of any kind by reason of this Contract.

               13.18  SUBMISSION NOT AN OFFER. The submission of this Contract
to any party by Seller shall not be construed as an offer, nor shall Purchaser
have any rights with respect thereto, unless and until Seller shall execute a
copy of this Contract and deliver the same to Purchaser.

               13.19  SEVERABILITY. If any provision of this Contract is
determined by a court of competent jurisdiction to be invalid or unenforceable,
such determination will not effect the remaining provisions of this Contract,
all of which will remain in full force and effect.

          14.  MASTER LEASE.

               14.1   From and after the Closing, Seller (the "MASTER LEASE
TENANT") and Purchaser (the "MASTER LEASE LANDLORD") shall master lease ( each,
a "MASTER LEASE" and

                                      -30-


collectively, the "MASTER LEASES") each space identified on SCHEDULE F annexed
hereto ("CURRENT MASTER LEASE SPACE") and any Future Master Lease Space as
reduced pursuant to Section 14.4 below (Current Master Lease Space and Future
Master Lease Space, as reduced, is herein referred to collectively as, the
"MASTER LEASED SPACES" and individually, the "MASTER LEASED SPACE") pursuant to
the terms and conditions set forth in this Article 14 and on SCHEDULE F for a
(i) twenty-four (24) month term for the Current Master Lease Space and (ii) a
twelve (12) month term for the Future Master Lease Space, commencing on the
Closing Date.

               14.2   Except as set forth in Section 14.4, at the Closing,
Master Lease Tenant shall deposit in escrow with Escrowee the (i) aggregate rent
(including expense recovery charges) payable by the Master Lease Tenant to
Master Lease Landlord during the term of the Master Leases for the Master Leased
Spaces (the "MASTER LEASE RENT ESCROW") set forth in SCHEDULE F, (ii) leasing
commissions ("LEASING ESCROW") set forth in SCHEDULE F and (iii) an amount for
tenant improvement allowances ("TENANT IMPROVEMENT ESCROW") set forth on
SCHEDULE F (the Master Lease Rent Escrow, Leasing Escrow and Tenant Improvement
Escrow are herein collectively referred to as the "MASTER LEASE ESCROWS"). The
Master Lease Escrows shall be held in an interest bearing account pursuant to
mutually agreeable escrow instructions set forth on EXHIBIT 14. Subject to
Section 14.3 and 14.4, commencing on the Closing Date (in a prorated amount) and
on the first day of each successive month thereafter (the final month being
prorated) occurring during the term of the Master Leases, Master Lease Landlord
shall be entitled to withdraw from the Master Lease Rent Escrow the monthly
rental payment for each Master Leased Space in accordance with SCHEDULE F
annexed hereto (each such amount is herein referred to as a "MASTER LEASE RENT
PAYMENT") less any amounts received by Purchaser from Space Tenants allocable to
Master Lease Space (and if Purchaser receives any rent from Space Tenants
allocable to the Master Lease Space after the expiration of the Master Lease
term attributable to the Master Lease term, Purchaser shall promptly remit such
amounts to Seller). If, on the expiration of the term of a Master Lease,
Purchaser had not (subject to Section 14.3(ii) below) previously entered into a
lease with a tenant for the applicable Master Leased Space, Purchaser shall be
entitled to withdraw the unapplied Master Lease Escrows (for the applicable
Master Leased Space). If, on or prior to the expiration of the term of a Master
Lease, Purchaser does enter into a lease with a tenant for the applicable Master
Leased Space, Purchaser shall be entitled to withdraw from the Leasing Escrow
and the Tenant Improvement Escrow an amount equal to the bona-fide costs
incurred by Purchaser for tenant improvements and leasing commissions with
respect to the tenant lease at the applicable Master Lease Space (not to exceed
the amounts allocated to such space set forth in SCHEDULE F). Provided, that,
any Master Lease Escrows allocable to a Master Lease Space that is leased to a
tenant during the term of the Master Lease but not utilized by Purchaser in
accordance with the preceding sentence shall be released to Seller upon a Master
Lease Termination Event.

               14.3   Except as set forth in Section 14.4, the Master Lease term
(with respect to the Master Leased Space) shall terminate on the earliest to
occur of the date that (i)(A) Purchaser shall have entered into a lease with a
tenant for the applicable Master Lease Space and (B) such tenant's rental
obligations under its space lease have commenced, (ii) is thirty (30) days
following the date on which Seller delivers to Purchaser a term sheet executed
by a tenant containing terms at least as favorable to Purchaser as those set
forth on SCHEDULES F AND G if Purchaser fails to enter into a lease with such
tenant due to its refusal or failure, at any time, to conduct good faith
negotiations with such tenant or (iii) is, (A) for Future Master Lease Space,

                                      -31-


the earlier of (I) twelve (12) months following the date of Closing or (II) the
date a Space Tenant assumes its Space Lease in a bankruptcy proceeding and (B)
for Current Master Lease Space, twenty four (24) months following the date of
Closing (each such event in this Section 14.3(i)-(iii) is referred to as a
"MASTER LEASE RENT TERMINATION EVENT"). Upon the occurrence of a Master Lease
Rent Termination Event (A) the Escrowee shall distribute to Seller from the
Master Lease Escrows an amount equal to the Master Lease Escrows allocable to
the applicable Master Lease Space which exceeds the amount to which Purchaser is
entitled pursuant to Section 14.2 and (B) Master Lease Landlord's right to
withdraw the Master Lease Rent Payment for the applicable Master Leased Space as
set forth in Section 14.2 shall terminate and (C) Master Lease Tenant shall be
released from all liability to Master Lease Landlord under the Master Lease with
respect to such Master Leased Space.

               14.4   If, prior to the Closing, Seller enters into a New Lease
in accordance with the provisions of Section 7.1 for any of the space set forth
on SCHEDULE F and the tenant's rental obligations under such New Lease have
commenced, then Seller shall have no obligation to Master Lease such space nor
any obligation to post the Master Lease Escrows set forth on SCHEDULE F for the
applicable space. In the event that the tenant's rental obligations under such
New Lease have not commenced as of the Closing Date (i) the premises demised
pursuant to the New Lease will be deemed Master Lease Space, (ii) the Master
Lease Rent Termination Event shall occur upon such tenant's rent commencement
date and (iii) any amounts incurred by Seller prior to Closing for tenant
improvements and leasing commissions in connection with such New Lease shall
reduce Seller's escrow obligations set forth on SCHEDULE F and pursuant to
Section 14.2 (with Seller being entitled to receive the balance of any Master
Lease Escrows allocable to the premises demised pursuant to such New Lease upon
the Master Lease Rent Termination Event).

               14.5   Notwithstanding anything contained in this Section 14 to
the contrary, following the Closing, Purchaser shall use best efforts to enter
into tenant leases consistent with market standards for the Master Lease Spaces
and, for the Future Master Lease Space, Purchaser shall enforce any applicable
Space Leases and its remedies thereunder. Purchaser shall deliver to Seller
bi-monthly updates on the status of leasing the Master Lease Spaces and
Purchaser shall promptly respond to all written requests by Seller regarding the
leasing activity of same. Purchaser agrees to market and show the Master Leased
Spaces to proposed tenants, provided same is at a cost to Purchaser which is not
materially greater than the marketing costs of other landlords similarly
situated. Master Lease Landlord shall (i) promptly notify Master Lease Tenant of
its negotiations with a tenant for any of the Master Leased Space and (ii)
provide Master Lease Tenant with at lease five (5) Business Days prior written
notice before executing a lease for any of the Master Leased Space.

               14.6   Notwithstanding anything contained in herein to the
contrary, Seller or Master Lease Tenant shall have no obligation or liability to
Purchaser or Master Lease Landlord or otherwise, pursuant to this Section 14, in
excess of the amounts set forth on SCHEDULE F.

               14.7   The provisions of this Article 14 shall survive the
Closing.

                           [SIGNATURE PAGE TO FOLLOW]

                                      -32-


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Contract the day and year first above written.


I.D. No: 13-3923870       DDRA COMMUNITY CENTERS FOUR, L.P., a Texas limited
                          partnership
                          By:  DRDISAN ANTONIO LLC, a Delaware limited liability
                               company, its general partner

                               By:  DD SAN PEDRO CORP., a Texas corporation, its
                                    member

                                    By:  /s/ Francis X. Tansey
                                         ----------------------------
                                         Name:  Francis X. Tansey
                                         Title: President

                          By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                               corporation, its general partner


                               By:  /s/ Francis X. Tansey
                                    -------------------------
                                    Name:  Francis X. Tansey
                                    Title: Authorized Person


I.D. No.: ________             INLAND REAL ESTATE ACQUISITIONS, INC.

                               By:  /s/ G. Joseph Cosenza
                                    ----------------------------
                                    Name: G. Joseph Cosenza
                                    Title: President


As to Sections 4 and 14:
HERITAGE TITLE COMPANY, Escrowee

/s/ Brenda K. Hindsman      Brenda K. Hindsman
- ----------------------------------------------------
                            Senior Vice President

As to Section 4:
CHICAGO TITLE INSURANCE COMPANY, Initial Escrowee

/s/ Nancy Ro Castro
- --------------------------------------------

                                      -33-



                                   SCHEDULE A

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                             DESCRIPTION OF PROPERTY

Tract I

A 26.260 acre tract of land comprised of the remaining portion of Lot 22 a
portion of Lot 23, N.C.B. 12050, Joe J. Barshop Subdivision as recorded in
Volume 5700, Pages 150-152, and Lots 26 and 27, N.C.B. 12050, Joe J. Barshop
Subdivision as recorded in Volume 6800, Page 250. Said 26.260 acres being more
particularly described as follows:

BEGINNING: At a found 1/2" iron rod in the north right-of-way line of Interstate
           Highway Loop 410 at the southwest corner of said Lot 22 of said Joe
           J. Barshop Subdivision and the southeast corner of Lot 21 of San
           Pedro/Loop 410 Subdivision as recorded in Volume 4400, Pages 187-190
           of the Plat Records of Bexar County, Texas for the southwest corner
           of this tract:

THENCE:    N 00 DEG. 00'00" E, along the west line of said Barshop Subdivision
           and the east line of said San Pedro/Loop 410 Subdivision a distance
           of 1556.13 feet to a found 1/2" iron rod with an MBC cap in the
           southeasterly right-of-way line of Isom Road, from which a found "+"
           in concrete at the northeast corner of San Pedro/Loop 410 Subdivision
           bears N 00 DEG. 00'00" E, 7.66 feet;

THENCE:    N 42 DEG. 33'39" E, along the southeasterly right-of-way line of
           Isom Road, a distance of 422.73 feet to a set 1/2" iron rod with
           yellow cap market "Pape Dawson";

THENCE:    N 42 DEG. 49' 52" E, continuing along said right-of-way, a distance
           of 41.92 feet to a set 1/2" iron rod with yellow cap marked "Pape
           Dawson" at the west corner of a City of San Antonio Drainage
           right-of-way, recorded in Volume 4910, Page 2024;

THENCE:    Departing said right-of-way line S 44 DEG. 31'23" E, a distance of
           20.02 feet to a set 1/2" iron rod with yellow cap marked "Pape
           Dawson" at the south corner of said drainage right-of-way, on a
           southwest line of a 3.187 acre tract, the remaining north portion of
           the said Lot 23;

THENCE:    S 47 DEG. 26'21" E, along and with the southwest line of said 3.187
           acre tract a distance of 485.96 feet to a set 1/2" iron rod with
           yellow cap marked "Pape Dawson" in the west line of Crownhill Park
           Subdivision, Unit 6, Volume 4700, Page 62;

THENCE:    S 00 DEG. 03'59" W, along the east line of Lot 23 and said west
           line of Crownhill Park Subdivision and the west line of Lot 28 The
           Pavilions Subdivision, Volume 9521, Page 221, a distance of 1565.67
           feet to a found 1/2" iron rod with an MBC cap in the



           north right-of-way line of Interstate Highway Loop 410 at the
           southeast corner of Lot 27 of said Barshop Subdivision and the
           southwest corner of said Lot 28;

THENCE:    N 89 DEG. 07'50" W, along the north right-of-way Loop 410, a distance
           of 464.26 feet to a found 1/2" iron rod at the southwest corner of
           Lot 26 and the southeast corner of Lot 24, Texaco Subdivision as
           recorded in Volume 4960, Page 122;

THENCE:    N 00 DEG. 01' 41" W, along the east time of said Lot 24 and along
           the west line of Lot 26, a distance of 218.41 feet to a set "+" in
           concrete at the northeast corner of Lot 24;

THENCE:    N 89 DEG. 50' 48" W, along the north line of said Lot 24, a distance
           of 200.01 feet to a set 1/2" iron rod with yellow cap marked "Pape
           Dawson" in asphalt at the northwest corner of Lot 24;

THENCE:    S 00 DEG. 01' 40" E, along the west line of Lot 24, a distance of
           215.91 feet to a found 1/2" iron rod in the north right-of-way line
           of Interstate Highway Loop 410;

THENCE:    N 89 DEG. 07' 50" W, along said right-of-way line, a distance of
           20.37 feet to the POINT OF BEGINNING and containing 26.260 acres of
           land in the City of San Antonio, Bexar County, Texas. Said tract
           being described in accordance with a survey prepared by Pape-Dawson
           Consulting Engineers Inc.

EXCEPTING THEREFROM ALL THAT PART THEREOF DESCRIBED AS FOLLOWS:

                            FIELD NOTES FOR PARCEL 6

           BEING 543.3 square meters (5847 square feet) of land, more or lees,
           in the City of San Antonio, Bexar County, Texas. Said 543.3 square
           meters (5847 square feet) of land lying in the Wilson Simpson Survey
           no. 148, Abstract 705, County Block no. 5009, Bexar County, Texas,
           same being a portion of Lot 22, New City Block 12050, of the Joe J.
           Barshop Subdivision as recorded in volume 5700, page 150, and a
           portion of Lots 26 and 27 of the Joe J. Barshop Subdivision as
           recorded in volume 6800, page 2.50, Map and Plat Records of Bexar
           County, Texas, same also being a portion of a 26.260 acre tract of
           land as described in an instrument to DDRA Community Centers Four,
           L.P., recorded January 27, 1997 in volume 6989, page 1554, Real
           Property Records of Bexar County, Texas, which 543.3 square meters
           (5847 square feet) of land, more or less, being more particularly
           described by metes and bounds as follows:

           PART 1
           Being 48.9 square meters (526 square feet) of land, more or less;

           BEGINNING at a 1/2" iron rod found marking the most westerly
           southwest center of the aforementioned 26.260 acres and the southeast
           corner of Lot 21 of the San Pedro Loop Subdivision as recorded in
           volume 4400, page 187, Map and Plat Records of Bexar County, Texas,
           same being the southeast corner of a 17.74 acre tract of land as
           described in volume 7107, page 1096,



           Real Property Records of Bexar County, Texas, same also lying in the
           existing north right-of-way line (91.440 meters (300.00 feet) wide
           right-of-way) of Interstate Highway 410;

           (1) THENCE NORTH 00 DEG. 13' 52" West, along the west line of the
           aforementioned 26.260 acres and the east line of the aforementioned
           17.74 acres, a distance of 8.091 meters (26.54 feet) to a 1/2" iron
           rod set with plastic cap stamped "CDS- SA, TX." for the northwest
           corner of this parcel, same lying 53.810 meters (176.54 feet) left of
           and at right angle to Interstate Highway 410 centerline station
           81+051.568, from which a 1/2" iron rod found marking the northwest
           angle corner of the said 26.260 acres bears NORTH 00 DEG. 13' 52"
           West a distance of 466.318 meters (1529.91 feet);

           (2) THENCE SOUTH 85 DEG. 46' 44" East a distance at 6.213 meters
           (20.38 feet) to a 1/2" iron rod set with plastic cap stamped "CDS -
           SA, TX." in an interior line of the aforementioned 26.260 acres for
           the northeast corner of this parcel, same lying in the west line of
           Lot 24 of the Texaco Subdivision as recorded in volume 4960, Page
           122, Map and Plat Records of Bexar County, Texas, and the west line
           of a 0.999 acre tract of land as described in volume 4153, page 2060,
           Real Property Records of Bexar County, Texas, same also lying 53.420
           meters (175.26 feet) left of and at right angle to Interstate Highway
           410 centerline station 81+057.769;

           (3) THENCE SOUTH 00 DEG. 14' 31" East, along an interior line of
           the aforementioned 26.260 acres and the west line of the
           aforementioned 0.999 acres, a distance of 7.700 meters (25.26 feet)
           to a 1/2" iron rod found in the existing north right-of-way line of
           Interstate Highway 410 for the southeast corner of this parcel;

           (4) THENCE NORTH 89 DEG. 22'51" West, along the existing north
           right-of-way line at the aforementioned Interstate Highway 410 and a
           south line of the aforementioned 26.260 acres, a distance of 6.197
           meters (20.33 feet) to the PLACE OF BEGINNING containing 48.9 square
           meters (526 square feet) of land, more or less.

           PART 2
           Being 494.4 square meters (5321 square feet) of land, more or less;

           BEGINNING at a 1/2" iron rod found marking the southeast corner of
           the aforementioned Lot 27 and the southwest corner of Lot 28 of The
           Pavilions subdivision as recorded in volume 9521, page 221, Map and
           Plat Records of Bexar County, Texas, same lying in the existing north
           right-of-way line (91.440 meters (300.00 feet) wide right-of-way) of
           Interstate Highway 410, same also being the most easterly southeast
           corner of the aforementioned 26.260 acres and the southwest corner of
           a 13.089 acre tract of land as described in volume 6544, page 1311,
           Real Property Records of Bexar County, Texas;

           (5) THENCE NORTH 89 DEG. 22'51" West, along the existing north
           right-of-way line of the aforementioned Interstate Highway 410 and a
           south line of the aforementioned 26.260 acres, a distance of 141.498
           meters (464.23 feet) to a 1/2" iron rod found for the southwest
           corner of this parcel, same being the southeast corner of Lot 24 of
           the Texaco Subdivision as recorded in volume 4960, page 122, Map and
           Plat Records of Bexar County, Texas, same also



           being the southeast corner of a 0.999 acre tract of land as described
           in volume 4153, page 2060, Real Property Records of Bexar County,
           Texas;

           (6) THENCE NORTH 00 DEG. 14'31" West, along an interior line of the
           aforementioned 26.260 acres, the west line of the aforementioned Lot
           26, and the east line of the aforementioned 0.999 acres, a distance
           of 4.991 meters (16.37 feet) to a 1/2" iron rod set with Texas
           Department of Transportation cap for the northwest corner of this
           parcel, same lying 50.710 meters (166.37 feet) left of and at right
           angle to Interstate Highway 410 centerline station 81+118.800, from
           which a 1/2" iron rod found marking an interior corner of the
           aforementioned 26.260 acres and the northeast corner of the said
           0.999 acres bears NORTH 00 DEG. 14'31" West a distance of 61.614
           meters (202.15 feet);

           (7) THENCE SOUTH 88 DEG. 08'13" East a distance of 85.824 meters
           (281.57 feet) to a 1/2" iron rod set with Texas Department of
           Transportation cap for an angle corner of this parcel, same lying
           48.847 meters (160.26 feet) left of and at right angle to Interstate
           Highway 410 centerline station 81+204.604;

           (8) THENCE SOUTH 88 DEG. 20'45" East a distance of 55.752 meters
           (182.91 feet) to a 1/2" iron rod set with plastic cap stamped
           "CDS - SA, TX." in an east line of the aforementioned 26.260 acres,
           and the west line of the aforementioned 13.089 acres for the
           northeast corner of this parcel, from which a 1/2" iron rod found
           marking the northwest corner of the said 13.089 acres bears NORTH
           00 DEG. 06'08" West a distance of 236.600 meters (776.25 feet), same
           also lying 47.840 meters (156.96 feet) left of and at right angle to
           Interstate Highway 410 centerline station 81+260.346;

           (9) THENCE SOUTH 00 DEG. 06'08" East, along an east line of the
           aforementioned 26.260 acres and the west line of the aforementioned
           13.089 acres, a distance of 2.120 meters (6.96 feet) to the PLACE OF
           BEGINNING containing 494.4 square meters (5321 square feet) of land,
           more or less;

           Note: 1/2" iron rod with Texas Department of Transportation cap set
           at proposed right-of-way angle points to be replaced at conveyance
           with type II monuments (disc set in concrete).



Together with all of Seller's right, title and interest in and to the:

                                 EASEMENT TRACT

Tract II

A 0.190 acre, or 8,273 square feet, tract of land out of (i) Lot 21, N.C.B.
12050 of the San Pedro Loop Subdivision recorded in Volume 4400, Pages 187-190
(ii) and a replat of a portion of the said Lot 21 in the San Pedro/Loop 410
Subdivision recorded in Volume 9532, Pages 166-167 of the Deed and Plat Records
of Bexar County, Texas, consisting of a 26-foot easement and a 25.50-foot
drainage easement, being a joint driveway easement agreement as shown on exhibit
C-1 of an Amendment to Easement Agreement as recorded in Volume 6256, Page
1984-1998 and further described in Volume 6665, Page 892-909 of the Real
Property Records of Bexar County, Texas. Said 0.190 acre tract being more
particularly described as follows:

COMMENCING: At a found 1/2" iron rod at the southwest corner of the
         Joe J. Barshop Subdivision as recorded in Volume 5700, Pages 150, and
         the southeast corner of the said remainder of Lot 21 in the San Pedro
         Loop Subdivision and being on the north right-of-way line of Interstate
         Highway Loop 410, a 300-foot right-of-way,

THENCE:  N 89 DEG. 07' 50" W, along said right-of-way a distance of 20.97 feet
         to the POINT OF BEGINNING;

THENCE:  N 89 DEG. 07' 50" W, continuing along said right-of-way a distance of
         31.50 feet to a point;

THENCE:  Generally along a curb and the west side of a driveway:

         Along a nontangent curve with a central angle of 28 DEG. 45' 17", a
         radius of 30.00 feet, a chord that bears N 14 DEG. 22' 33" E 14.90
         feet, a total arc length of 15.06 feet to the point of tangency,

         N 00 DEG. 00'00" E, continuing with said curb and drive a distance
         of 185.47 feet to the beginning of a curve to the right;

THENCE:  Along the arc of the said curve, with a central angle of
         90 DEG. 00'00" a radius of 40.00 feet, a chord that bears N
         45 DEG. 00'00" E 56.57 feet, a total arc length of 62.83 feet to a
         point;

THENCE:  S 90 DEG. 0'00" E 8.76 feet to a point in the east line of the said
         San Pedro Loop Subdivision and the west line of the said Joe J. Barshop
         Subdivision;

THENCE:  S 00 DEG. 00'00" W along the east line of the said San Pedro Loop
         Subdivision a distance of 26.77 feet to a point in a curve to the left,
         from which the POINT OF COMMENCING bears S 00 DEG. 00'00" W 213.92
         feet;

THENCE:  Along the arc of the said curve, and the east side of a curb and
         driveway with a central angle of 65 DEG. 40' 58", a radius of 20.00
         feet, a chord that bears S 32 DEG. 50' 25" W 21.69 feet, a total arc
         length of 22.93 feet;

THENCE:  Generally along a concrete curb:

                               SCHEDULE A: PAGE 1



         S 00 DEG. 00'00" W a distance of 105.00 feet to the beginning of a
         curve to the right,

         Along the arc of the said curve, with a central angle of 19 DEG. 56'
         56", a radius of 100.00 feet, a chord that bears S 09 DEG. 58' 27" W
         34.64 feet, a total arc length of 34.82 feet to a point of reverse
         curve,

         Along the arc of the said curve, with a central angle of 19 DEG. 56'
         54", a radius of 100.00 feet, a chord that bears S 09 DEG. 58' 28" W
         34.64 feet, a total arc length of 34.82 feet to the point of tangency,

         S 00 DEG. 00'00" W a distance of 12.35 feet to the beginning of a curve
         to the left,

         Along the arc of the said curve, with a central angle of 19 DEG. 32'
         06", a radius of 30.00 feet, a chord that bears S 15 DEG. 56' 57" E
         10.18 feet, a total arc length of 10.23 feet to the POINT OF BEGINNING
         and containing 0.190 acres in the City of San Antonio, Bexar County,
         Texas. Said tract being described in accordance with a survey prepared
         by Pape-Dawson Consulting Engineers Inc..

TRACT III: (Easement)

Appurtenant non-exclusive easements, for the benefit of Tract I, for ingress,
egress, utilities, parking and other matters as identified in the Mutual Cross
Access Easement Agreement described below, over, upon, across and under the land
described above as Tract I, as granted and/or purported to be granted in Mutual
Cross Access Easement Agreement executed by Circuit City Store, Inc., dated June
22, 1996, filed for record June 22, 1996, and recorded in Volume 6821, Page 1457
of the Real Property Records of Bexar County, Texas.

                               SCHEDULE A: PAGE 2



                                   SCHEDULE B

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                             "SUBJECT TO" PROVISIONS

           SUBJECT TO PURCHASER'S RIGHT TO CANCEL THIS CONTRACT ON OR
        BEFORE THE OUTSIDE TERMINATION DATE AS SET FORTH IN SECTION 12.1

1.   Any laws, regulations or ordinances presently in effect or which will be in
     effect on the Closing (including, but not limited to, zoning, building and
     environmental protection) as to the use, occupancy, subdivision or
     improvement of the Premises adopted or imposed by any governmental body or
     the effect of any noncompliance with or any violation thereof.
2.   State of facts a physical inspection of the Property would reveal.
3.   State of facts shown on survey prepared by Pape Dawson Engineers dated
     September 16, 2003 and as updated on November 19, 2003, and any subsequent
     state of facts a survey or inspection may reveal.
4.   Water rights, claims or title to water, whether or not shown by the public
     records.
5.   Rights or claims of parties in actual possession of any or all of the
     property.
6.   Any discrepancies, conflicts, or shortages in area or boundary lines, or
     any encroachments, or protrusions or any overlapping of improvements.
7.   Homestead or community property or survivorship rights, if any, of any
     spouse of any insured.
8.   Any titles or rights asserted by anyone, including, but not limited to,
     persons, the public, corporations, governments or other entities,

     a.  to tidelands, or lands comprising the shores or beds of navigable or
         perennial rivers and streams, lakes, bays, gulfs or oceans, or

     b.  to lands beyond the line of the harbor or bulkhead lines as established
         or changed by any government, or

     c.  to filled-in lands, or artificial islands, or

     d.  to statutory water rights, including riparian rights, or

     e.  to the area extending from the line of mean low tide to the line
         vegetation, or the right of access to that area or easement along and
         across the area.

                               SCHEDULE C: PAGE 1



9.   Standby fees, taxes and assessments by any taxing authority for the year
     2003, and subsequent years, and subsequent taxes and assessments by any
     taxing authority for prior years due to change in land usage or ownership.
10.  The following matters and all terms of the documents creating or offering
     evidence of the matters:

     a.   The following easements, rights-of-way and setback lines established
by and shown on plat recorded in Volume 5700, Pages 150-152, Deed and Plat
Records of Bexar County, Texas. (Affects Tract I):

          1. Twenty (20) foot utility easement along the westerly property line;
          2. Sixteen (16) foot utility easement along western portion of south
          property line; 3. Dedicated drainage right-of-way traversing southern
          portion of property; 4. Dedicated drainage right-of-way traversing
          northeasterly portion of property; 5. portion of a fifty (50) foot
          building setback line; and 6. Twenty-five (25) foot building setback
          line along northerly property line.

     b.   The following easements and setback lines established by and shown on
plat recorded in Volume 6800, Page 250 Deed and Plat Records of Bexar County,
Texas. (Affects Tract I):

          1. Fifty (50) foot roadway (ingress-egress) easement; 2. Ten (10) foot
          sanitary sewer easement along southerly property line; 3. Twenty-five
          (25) foot building setback line along southerly property line; 4.
          Twenty (20) foot drainage easement traversing southerly portion of
          property; and 5. Sixteen (16) foot utility easement along southerly
          property line.

     c.  The following easements as established by and shown on plat recorded in
         Volume 9542, Page 30, Deed and Plat Records of Bexar County, Texas.
         (Affects Tract I)

          1. Thirty (30) foot water, gas, electric, telephone, cable TV and
          sanitary sewer easement; 2. Eight (8) foot by fifteen and fifty-six
          hundredths (15.56) water easement; 3. Sixteen (16) foot water, gas,
          electric, telephone, cable TV and sanitary sewer easement; 4. Eighteen
          (18) foot water and drainage easement; and 5. Variable width water and
          drainage easement.

     d.  The following easement as established by and shown on plat recorded in
         Volume 4400, Pages 187-190, Deed and Plat Records of Bexar County,
         Texas. (Affects Tract 1):

          1. Twenty (20) foot utility easement; and 2. Sixteen (16) foot utility
          easement.

     e.  The following easements as established by and shown on plat recorded in
         Volume 9536, Pages 3-4, Deed and Plat Records of Bexar County, Texas.
         (Affects Tract I).

                               SCHEDULE C: PAGE 2



          1. Variable width drainage, water, gas, electric, telephone, sanitary
             sewer and cable TV easement; 2. Variable width water, gas,
             electric, telephone, sanitary sewer and cable TV easement; 3.
             variable width drainage, water, gas, electric, telephone and cable
             TV easement; 4. Variable width drainage easements; 5. Fourteen (14)
             foot electric and gas easement; 6. Proposed twenty-four (24) foot
             sanitary sewer and telephone easement; and 7. Eighteen (18) foot
             drainage easement.

     f.  The following easement as established by and shown on plat recorded in
Volume 4960, Page 122, Deed and Plat Records of Bexar County, Texas. (Affects
Tract I).

          1. Sixteen (16) foot utility easement.

     g.   Water Line Easement, 20 feet wide, along the south 870 feet of the
west property line, as granted by instrument recorded in Volume 4477, Page 280,
Deed Records of Bexar County, Texas. (Affects Tract I).

     h.   Sanitary Sewer Easement, 10 feet wide, as granted by instruments
recorded in Volume 5455, Page 509 and Volume 7367, Page 236, Deed Records of
Bexar County, Texas. (Affects Tract I)

     i.   Electric Line Right-of-Way Agreement, 14 feet wide, as granted by
instrument recorded in Volume 6618, Page 1904, Real Property Records of Bexar
County, Texas. (Affects Tract I).

     j.   Sewer Line Easement Agreement recorded in Volume 4919, Page 1223, Real
Property Records of Bexar County, Texas. (Affects Tract I).

     k.   Electric Line Right-of-Way Agreement, adjacent to fifty (50) foot
roadway easement, granted by instrument recorded in Volume 7513, Page 446, Deed
Records of Bexar County, Texas. (Affects Tract I).

     l.   Lease Agreement by and between S.A.P. Associates, LLC, Landlord, and
Ross Stores, Inc., Tenant, as evidenced by that Memorandum of Lease dated June
4, 1996, recorded in Volume 6866, Page 2052, Real Property Records of Bexar
County, Texas. (Affects Tract I).

     m.   Lease Agreement by and between S.A.P. Associates, LLC, Landlord, and
Cost Plus, Inc., Tenant, as evidenced by that certain Memorandum of Lease dated
November 6, 1995, recorded in Volume 6772, Page 568, Real Property Records of
Bexar County, Texas. (Affects Tract I).

     n.   The following easements as established by and shown on plat recorded
in Volume 9532, Pages 166-167, Deed and Plat Records of Bexar County, Texas.
(Affects Tract II):

          1.   Twenty-six (26) foot water, sewer, electric, gas, telephone and
cable TV

                               SCHEDULE C: PAGE 3



easement; and

          2.   Twenty-five and one-half (25.5) foot drainage easement.

     o.   Terms, conditions, stipulations and provisions of Easement Agreement
created in instrument recorded in Volume 5335, Page 709, amended by instrument
recorded in Volume 6256, Page 1984, Volume 6665, Page 892 and Volume 7445, Page
724, Real Property Records of Bexar County, Texas. (Affects Tract II).

     p.   All easements affecting access drive and common areas as established
by and shown on plat recorded in Volume 9532, Pages 166-167, Deed and Plat
Records of Bexar County, Texas. (Affects Tract III).

     q.   Terms, conditions, stipulations and provisions of Mutual Cross Access
Agreement recorded in Volume 6821, Page 1457, Real Property Records of Bexar
County, Texas, as amended and recorded in Volume 7445, Page 717, Real Property
Records of Bexar County, Texas. (Affects Tract III).

     r.   Lis pendens notices filed in Volume 9263, Page 112, Volume 9413, Page
1456 and Volume 9558, Page 2082, Real Property Records of Bexar County, Texas,
by the State of Texas, which deal with pending condemnation suits under Cause
Numbers 2002ED0005, 2002ED0028 and 2002ED0053, involving the possible widening
of Loop 410 along parts of subject property.

                               SCHEDULE C: PAGE 4



                                   SCHEDULE C

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                      SPACE LEASES AS OF DECEMBER 22, 2003



                              SQUARE                                      SECURITY
TENANT                         FEET     START      EXPIRE    BASE RENT    DEPOSIT                         NOTES
- ------                         ----     -----      ------    ---------    -------                         -----
                                                                    
Half Price Books               8,000   10/22/99   10/31/04   $  84,000
Game Stop                      2,006   01/01/99   12/31/08   $  46,640
PT's                           9,875   12/14/73   12/31/12   $ 161,600
Cost Plus                     18,900   09/11/96   01/31/12   $ 302,400
Ross Dress for Less           28,438   01/12/97   01/31/07   $ 288,640
Designer Shoe Warehouse       22,000   04/24/97   04/30/07   $ 374,000
Best Buy                      58,000   09/16/96   01/31/12   $ 855,500
Oshman's                      65,017   09/21/96   01/31/17   $ 754,650
OfficeMax                     23,229   11/17/02   11/30/12   $ 261,326
Beall's                       29,847   03/20/03   01/31/14   $ 194,006
Lifeway Christian              6,000   11/14/96   11/13/06   $ 132,000
Petco                         13,650   11/10/96   11/30/11   $ 278,187
Pearle Vision                  3,500   12/16/96   12/31/06   $ 120,750
All Battery Center             1,600   05/08/02   05/31/07   $  36,800
Successories of Texas          1,200   09/02/03   09/30/08   $  26,400   $ 2,800.00   See #4 on Schedule E Tenant Estoppel dated
                                                                                      December 19, 2003 contains handwritten
                                                                                      comments from Supercuts that Supercuts plans
                                                                                      to vacate its premises in January 2004.
Supercuts                      1,295   11/22/96   11/30/06   $  33,670
David's Bridal                12,000   11/04/99   11/30/09   $ 186,240


                               SCHEDULE D: PAGE 1



                                   SCHEDULE D
              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                     SERVICE CONTRACTS AS OF DECEMBER ____, 2003

           SUBJECT TO PURCHASER'S RIGHT TO CANCEL THIS CONTRACT ON OR
        BEFORE THE OUTSIDE TERMINATION DATE AS SET FORTH IN SECTION 12.1

  1.   Service/Material Agreement dated March 28, 2003 with JSMA Enterprises,
       Inc. for pressure washing services which expires 3/31/04. This Agreement
       can be terminated with 1 day notice.

  2.   Service/Material Agreement dated March 4, 2003 with MLC Landscaping Co.,
       Inc. for landscaping maintenance and service which expires February 29,
       2004. This Agreement can be terminated with 1 day notice.

  3.   Service/Material Agreement dated October 1, 2003 with Price Protective
       Services, Inc. for security services which expires September 30, 2004.
       This Agreement can be terminated with 1 day notice.

                               SCHEDULE D: PAGE 1



                                   SCHEDULE E

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                               PENDING LITIGATION

           SUBJECT TO PURCHASER'S RIGHT TO CANCEL THIS CONTRACT ON OR
        BEFORE THE OUTSIDE TERMINATION DATE AS SET FORTH IN SECTION 12.1

              1.  The Proceeding
              2.  Peter McKee as claimant pursuant to a incident on November 5,
                  2000 (covered by insurance).
              3.  Proceeding by Seller against Tri-R LLC (doing business as
                  Jazzy Beans Cafe) to gain legal possession of premises and for
                  collection of delinquencies.
              4.  Letter from ISO Group, Inc. d/b/a Successories dated December
                  10, 2003 regarding its pylon sign. Seller does not believe
                  this letter has merit. See notice to Successories from
                  Landlord dated December 19, 2003.

                               SCHEDULE D: PAGE 1



                                   SCHEDULE F

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                             MASTER LEASE GUIDELINES

MASTER LEASE



SPACE:                               530         520         426         440
SQUARE FEET:                        7,200       4,800       1,200       2,605       TOTAL
                                  ---------------------------------------------------------
                                                                   
BASE RENT/SQ. FT.                 $   18.00   $   23.00   $   23.00   $   20.00
EXPENSE RECOVERY/SQ. FT.          $    5.76   $    5.76   $    5.76   $    5.76
                                  ---------------------------------------------
TOTAL RENT/SQ. FT.                $   23.76   $   28.76   $   28.76   $   25.76
ANNUAL MASTERLEASE PAYMENT        $ 171,072   $ 138,048   $  34,512   $  67,105
                                  ---------------------------------------------------------
  2 YEAR MASTERLEASE PAYMENT      $ 342,144   $ 276,096   $  69,024   $ 134,210   $ 821,474
                                  =========================================================

                                  ---------------------------------------------------------
 MONTHLY MASTERLEASE PAYMENT      $  14,256   $  11,504   $   2,876   $   5,592   $  34,228
                                  =========================================================

TENANT IMPROVEMENTS ($15.00/SF)   $ 108,000   $  72,000   $  18,000   $  39,075   $ 237,075
                                  =========================================================

LEASING COMMISSIONS ($3.00/SF)    $  21,600   $  14,400   $   3,600   $   7,815   $  47,415
                                  =========================================================


     Pro forma rents for the Future Master Lease Space shall be equal to the
     minimum annual base rent payable (as set forth on Schedule C) for the
     applicable Future Master Lease Space as of the date hereof.

                               SCHEDULE D: PAGE 1



                                   SCHEDULE G

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                               LEASING PARAMETERS

1.  The proposed use shall be a use typically found in retail centers of this
    type.

2.  The proposed use does not violate any exclusions or restrictions existing in
    any other Space Tenant's lease or covenants existing in any other documents
    of record unless such use is consented to by the appropriate Space Tenant.

3.  The lease is for an original term of not less than 3 years, nor more than 10
    years.

4.  Tenant will not be provided concessions which exceed current market
    standards for same.

5.  All leases shall be prepared substantially in accordance with the small shop
    Space Tenant lease form reviewed by Purchaser prior to the Outside
    Termination Date subject to commercially reasonable variances and prevailing
    market parameters, provided, that, for tenants occupying 7,000 square feet
    or greater of space at the Premises, Seller shall be permitted to use such
    tenant's lease form.

6.  The proposed tenant (or its principals) has successful retail and/or
    business operating experience including, but not limited to, three years in
    the type of business to be operated at the leased premises. In the absence
    of three years experience, the prospective tenant must be an approved
    franchisee or a recognized franchisor.

7.  The proposed tenant (or the franchisor, if applicable) shall have at least
    one other location.

8.  The proposed tenant and/or lease guarantor has an aggregate net worth of at
    least two years of the total aggregate annualized rent, including all
    expenses, for any tenant of the leased premises up to 7,000 square feet.

9.  The leases for tenants occupying less than 7,000 square feet of space at the
    Premises will not include rent reductions, co-tenancies, or early
    termination clauses of any kind. The leases for tenants occupying 7,000
    square feet or greater of space at the Premises may, at Seller's sole
    election, include co-tenancies but will not include rent reductions or early
    termination clauses without Purchaser's prior consent to such reductions or
    termination clauses.

10. In addition to tenant's base rent, the leases will include 100%
    reimbursement for taxes,

                               SCHEDULE D: PAGE 1



    insurance and common area maintenance, including a 10% administrative charge
    for CAM (or, in the alternative, providing for a 2-1/2% management fee).

11. Purchaser shall act in a commercially reasonable manner and in good faith
    during its review and determination of the credit worthiness of any tenant
    and/or guarantor. Also, Purchaser agrees to respond to Seller deliveries of
    tenant/guarantor credit information within 5 business days after its receipt
    by Purchaser, otherwise said tenant/guarantor credit worthiness shall be
    deemed approved by Purchaser.

12. Any lease renewals will be at rental rates greater than the current market
    rate.

                               SCHEDULE D: PAGE 2



                                    EXHIBIT 1

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                          FORM OF DEED TO THE PREMISES

                              SPECIAL WARRANTY DEED

     THAT THE UNDERSIGNED, _______________________, a __________________
("Grantor"), for and in consideration of the sum of TEN DOLLARS ($10.00) cash,
and other good and valuable consideration in hand paid by the Grantee, herein
named, the receipt and sufficiency of which is hereby fully acknowledged and
confessed, has GRANTED, SOLD and CONVEYED, and by these presents does hereby
GRANT, SELL and CONVEY unto ______________________ ("Grantee") whose current
address is ________________________, all of that certain real property situated
in _______ County, Texas, more particularly described in EXHIBIT A attached
hereto and incorporated herein by reference, together with all buildings,
improvements and fixtures located thereon, and all rights, ways, privileges and
appurtenances pertaining thereto (collectively, the "Property")

     This conveyance, however, is made and accepted subject to all matters of
record (the "Permitted Exceptions").

     TO HAVE AND TO HOLD the Property, together with all and singular the rights
and appurtenances belonging in any way to the Property, subject to the Permitted
Exceptions and other provisions expressly stated herein, unto Grantee and
Grantees successors and assigns, forever, and Grantor does hereby bind Grantor
and Grantor's successors and/or assigns, to WARRANT and FOREVER DEFEND all and
singular the Property unto Grantee, and Grantee's successors and/or assigns,
against every person whomsoever claiming or to claim the same or any part
thereof, by, through or under Grantor, but not otherwise.

     Current ad valorem taxes on the Property having been prorated, the payment
thereof is assumed by Grantee.

     EXECUTED this  day of ____, 20____.

                                   -------------------------,
                                   By:
                                        --------------------,
                                        its
                                           -------

                                EXHIBIT 1: PAGE 3



                                              By:
                                                 --------------------------
                                                   Name:
                                                   Title:

State of_____________       Section
                            Section
County of____________       Section

     The foregoing was acknowledged before me on the ____ day of ___________,
200___, by ______________________, of _______________________, the
_____________________ of ___________________, a _____________________on behalf
of said ________________________.

Given under my hand and seal of office on ______________, 20______.


                                              ---------------------------
                                              NOTARY PUBLIC, STATE OF____


                                              ---------------------------
                                              PRINTED NAME OF NOTARY


MY COMMISSION EXPIRES:

- ----------------------

                                EXHIBIT 1: PAGE 4



                                    EXHIBIT 2

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                     FORM OF ASSIGNMENT OF THE SPACE LEASES

          KNOW ALL MEN that DDRA COMMUNITY CENTERS FOUR, L.P. ("Assignor"), in
consideration of Ten ($10.00) Dollars and other good and valuable consideration,
received from [_________________]("Assignee"), does hereby assign, transfer and
deliver unto Assignee, all of its right, title and interest in and to those
certain leases for space at the premises known as La Plaza del Norte Shopping
Center, San Antonio, Texas (the "Leases") listed on Schedule A annexed hereto
including any security deposits held by Assignor as of the date hereof, subject
to the rights Assignor has retained under Section 9.4 of that certain Contract
of Sale (the "Contract") dated _______, 2003, between Assignor and Assignee for
the Premises.

          TO HAVE AND TO HOLD the same unto Assignee, its successors and
assigns, forever, from and after the date hereof, subject to the terms,
covenants, conditions and provisions of the Leases and subject as aforesaid.

          AND Assignee does hereby acknowledge receipt of the Leases and
security deposits so delivered, and does hereby (a) accept the within assignment
and (b) assume the performance of all the terms, covenants and conditions of the
Leases on the part of the lessor which are to be performed or which arise from
and after the date hereof.

          This assignment and assumption agreement shall inure to the benefit of
Assignee and Assignor and their respective successors and assigns, and shall be
governed by the laws of the State of Texas. This assignment and assumption
agreement may not be modified, altered or amended, or its terms waived, except
by an instrument in writing signed by the parties hereto.

          None of the provisions of this instrument are intended to be, nor
shall they be construed to be, for the benefit of any third party.

                         [SIGNATURES ON FOLLOWING PAGE]

                                EXHIBIT 2: PAGE 1



          IN WITNESS WHEREOF, Assignor and Assignee have executed this agreement
this ________ day of _____________2003.


                              ASSIGNOR

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner

                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member

                                        By:
                                             -------------------------
                                             Name:
                                             Title:

                                   By:  PEDRO COMMUNITY CENTERS, INC.,
                                        an Ohio corporation, its general partner


                                        By:
                                             ------------------
                                           Name:
                                           Title:

                              ASSIGNEE:


                              [_______________________________]

                              By:
                                  -----------------------------------------
                                  Name:
                                  Title:

                                EXHIBIT 2: PAGE 2



                                    EXHIBIT 3

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                     FORM OF ASSIGNMENT OF SERVICE CONTRACTS

          KNOW ALL MEN that DDRA COMMUNITY CENTERS FOUR, L.P. ("Assignor"), in
consideration of Ten and 00/100 ($10.00) Dollars and other good and valuable
consideration, received from [_________________________________] ("Assignee"),
does hereby assign, transfer and deliver onto Assignee, all of its right, title
and interest in and to those certain service contracts relating to the operation
or maintenance of the premises known as La Plaza del Norte Shopping Center, San
Antonio, Texas, which service contracts are listed in Schedule A annexed hereto
(the "Contracts").

          TO HAVE AND TO HOLD the same unto Assignee, its successors and
assigns, forever, from and after the date hereof, subject to the terms,
covenants, conditions and provisions contained.

          AND Assignee does hereby acknowledge receipt of the Contracts so
delivered, and does hereby (a) accept the within assignment and (b) assume the
performance of all the terms, covenants and conditions of the Contracts on the
Assignor's part to be performed thereunder from and after the date hereof.

          This assignment is made without warranty or representation by Assignor
and without recourse to assignor in any manner whatsoever, express or implied.

          This assignment and assumption agreement shall inure to the benefit of
Assignee and Assignor and their respective successors and assigns, and shall be
governed by the laws of the State of Texas. This assignment and assumption
agreement may not be modified, altered or amended, or its terms waived, except
by an instrument in writing signed by the parties hereto.
          None of the provisions of this instrument are intended to be, nor
shall they be construed to be, for the benefit of any third party.

                         [SIGNATURES ON FOLLOWING PAGE]

                                EXHIBIT 3: PAGE 1



IN WITNESS WHEREOF, Assignor and Assignee have executed this agreement this
_______day of ________________2003.

                              ASSIGNOR

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner

                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member

                                        By:
                                             -------------------------
                                             Name:
                                             Title:

                                   By:  PEDRO COMMUNITY CENTERS, INC.,
                                        an Ohio corporation, its general partner

                                        By:
                                             -----------------
                                            Name:
                                            Title:

                              ASSIGNEE:

                              [_______________________________]


                              By:
                                  -----------------------------------------
                                  Name:
                                  Title:

                                EXHIBIT 3: PAGE 2



                                    EXHIBIT 4

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                    FORM OF ASSIGNMENT OF LICENSES, PERMITS,
                            GUARANTEES AND WARRANTIES

          KNOW ALL MEN that DDRA COMMUNITY CENTERS FOUR, L.P. ("Assignor"), in
consideration of Ten ($10.00) Dollars and other good and valuable consideration,
receipt whereof is hereby acknowledged from [_________________________________]
("Assignee"), does hereby assign, transfer and deliver unto Assignee, all of its
right, title and interest in and to any and all existing licenses and permits
presently held by Assignor affecting the premises known as La Plaza del Norte
Shopping Center, San Antonio, Texas (the "Premises") and any and all guarantees
and warranties in connection with any work or services performed or equipment
installed in and improvements erected on the Premises (collectively, the
"Licenses and Guarantees").

          TO HAVE AND TO HOLD the same unto Assignee, its successors and
assigns, forever, from and after the date hereof, subject to the terms,
covenants, conditions and provisions of the Licenses and Guarantees.

          This assignment is made without warranty or representation by the
Assignor, including, without limitation, any warranty or representation that
Assignor has any right in the Licenses and Guarantees or that the Licenses and
Guarantees are transferable, and without recourse to Assignor in any manner
whatsoever.

          This assignment agreement shall inure to the benefit of Assignee and
its successors and assigns and shall be governed by the laws of the State of
Texas. This assignment agreement may not be modified, altered or amended, or its
terms waived, except by an instrument in writing signed by the parties hereto.

          None of the provisions of this instrument are intended to be, nor
shall they be construed to be, for the benefit of any third party.

                         [SIGNATURES ON FOLLOWING PAGE]

                                EXHIBIT 4: PAGE 1



IN WITNESS WHEREOF, Assignor has executed this agreement this _______ day of
________________ 2003.

                              ASSIGNOR:

                              DDRA COMMUNITY CENTERS FOUR, L.P., a Texas
                              limited partnership
                              By:  DRDI SAN ANTONIO LLC, a Delaware limited
                                   liability company, its general partner

                                   By:  DD SAN PEDRO CORP., a Texas
                                        corporation, its member

                                        By:
                                             -------------------------
                                             Name:
                                             Title:

                                   By:  PEDRO COMMUNITY CENTERS, INC.,
                                        an Ohio corporation, its general partner

                                        By:
                                             --------------------
                                            Name:
                                            Title:

                                EXHIBIT 4: PAGE 2



                                    EXHIBIT 5

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                                NOTICE TO TENANTS
                                       OF
                       LA PLAZA DEL NORTE SHOPPING CENTER
                                (THE "PREMISES")

Dear Tenant:

          Please be advised that the Premises have this day been conveyed and
your lease (the "Lease") has been assigned by DDRA COMMUNITY CENTERS FOUR, L.P.
("Prior Owner"), to [________________________________________] a [_________]
("New Owner").

          New Owner has assumed all of the obligations under your Lease accruing
from and after this day, including any obligations to return your security
deposit (in the amount of $________) in accordance with the terms of your Lease.
Notwithstanding anything contained herein to the contrary, Seller retains the
right to collect any delinquent rents pertaining to the period prior to
________________________ [CLOSING DATE] as well as the right to collect rent and
reconcile operating expenses (and percentage rent) under your Lease for the 2003
calendar year and prior periods.

          Until further notice, all correspondence and notices shall be
directed, and all rents, additional rents and other charges under the Lease
shall be paid to New Owner at the addresses attached hereto as Exhibit A.

          You are hereby requested to have the insurance policies required under
the Lease amended to add New Owner, as additional insured thereunder, and have
the certificate of insurance indicating such amendment forwarded to the New
Owner.

                                EXHIBIT 5: PAGE 1



          Your security deposit, if any, under the Lease has been transferred to
New Owner.

Dated:_________, 2003.

PRIOR OWNER:                 DDRA COMMUNITY CENTERS FOUR, L.P.,
                             a Texas limited partnership
                             By:  DRDI SAN ANTONIO LLC, a Delaware
                                  limited liability company, its general partner

                                  By:  DD SAN PEDRO CORP., a Texas
                                       corporation, its member

                                       By:
                                            -------------------------
                                            Name:
                                            Title:

                                  By:  PEDRO COMMUNITY CENTERS, INC.,
                                       an Ohio corporation, its
                                       general partner


                                       By:
                                            --------------------
                                            Name:
                                            Title:


NEW OWNER:                   [_________________________________]

                             By:
                                --------------------------------
                             Name:
                             Title:

                                EXHIBIT 5: PAGE 2



                                    EXHIBIT A

                                    ADDRESSES

For All Notices:
                       ______________________________
                       ______________________________
                       ______________________________
                       ______________________________
                       ______________________________
                       ______________________________
                       ______________________________

With a copy to:
                       ______________________________
                       C/O [PROPERTY MANAGER]

                       ______________________________
                       ______________________________
                       ______________________________
                       Attention: Property Manager - La Plaza del Norte Shopping
                       Center
                       Telephone: ____-_____-_____
                       Telecopy: ____- ____-_____

Payment Address:
                       ______________________________
                       c/o___________________________
                       ______________________________
                       ______________________________

                                EXHIBIT 5: PAGE 3



                                    EXHIBIT 6

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                              NOTICE TO CONTRACTORS
                             UNDER SERVICE CONTRACTS
                                       OF
                       LA PLAZA DEL NORTE SHOPPING CENTER

                                (THE "PREMISES")

Dear Contractor:

          Please be advised that the Premises have this day been conveyed and
your service contract has been assigned from DDRA COMMUNITY CENTERS FOUR, L.P.
("Prior Owner"), to [___________________________________] a
[______________________] ("New Owner").

          Until further notice, all correspondence, notices and invoices shall
be directed to the New Owner at the following address:

                       ______________________________
                       ______________________________
                       ______________________________
                       ______________________________

Dated: ________, 2003

                                EXHIBIT 6: PAGE 1



PRIOR OWNER:              DDRA COMMUNITY CENTERS FOUR, L.P.,
                          a Texas limited partnership
                          By:  DRDI SAN ANTONIO LLC, a Delaware limited
                               liability company, its general partner

                               By:  DD SAN PEDRO CORP., a Texas corporation, its
                                    member

                                    By:
                                         -----------------------
                                         Name:
                                         Title:

                               By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                    corporation, its general partner

                                    By:
                                         ----------------
                                         Name:
                                         Title:


NEW OWNER:                     [___________________________________]

                               By:
                                   -------------------------
                                   Name:
                                   Title:

                                EXHIBIT 6: PAGE 2



                                    EXHIBIT 7

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC. AS PURCHASER

                           TENANT ESTOPPEL CERTIFICATE

TO:

     _____________________
     ___________________
     _____________________
                       ("Lender")

     Inland (entity),
     and its lenders, successors and assigns ("Purchaser")
     2901 Butterfield Road
     Oak Brook, Illinois 60523
     Attention: Karen Kautz

     DDRA Community Centers Four, L.P.
     c/o DRA Advisors LLC
     220 East 42nd Street
     New York, New York 10017
     Attention: Janine Roberts

     Developers Diversified Realty Corporation
     3300 Enterprise Parkway
     Beachwood, Ohio 44122
     Attention:  Joanne Prosser
     Facsimile: (216) 755-1630


Re:  Lease Agreement dated _____________________ as amended pursuant to Section
     1(a) below ("Lease"), between _________ as "Landlord", and _________, as
     "Tenant", guaranteed by ("Guarantor") for leased premises known as
     ____________ (the "Premises") of the property commonly                known
                as (the "Property").

1.   Tenant hereby certifies that the following information with respect to the
     Lease is accurate and complete as of the date hereof.

     a. Dates of all amendments, letter

                                EXHIBIT 7: PAGE 1



        agreements, modifications and
        waivers related to the Lease

     b. Lease Commencement Date

     c. Expiration Date

     d. Current Annual Base Rent

                                           ADJUSTMENT DATE     RENTAL AMOUNT

     e. Fixed or CPI Rent Increases        _______________
                                           _______________

     f. Square Footage of Premises

     g. Security Deposit Paid to Landlord

     h. Renewal Options                    _______Additional Terms for _______
                                           years at $___________ per year

     i. Termination Options (excluding     Termination Date ________________
        any right of Tenant to terminate   Fees Payable     ________________
        pursuant to a casualty or
        condemnation)

2.   Tenant further certifies that:

     a. the Lease is presently in full force and effect and represents the
        entire agreement between Tenant and Landlord with respect to the
        Premises;
     b. the Lease has not been assigned and the Premises have not been sublet by
        Tenant except as otherwise stated in Section 1(a) above;
     c. Tenant has accepted and is occupying the Premises, all construction
        required by the Landlord pursuant to the Lease has been completed and
        any payments, credits or abatements required to be given by Landlord to
        Tenant have been given;
     d. Tenant is open for business or is operating its business at the
        Premises;
     e. no installment of rent or other charges under the Lease other than
        current monthly rent has been paid more than 30 days in advance and
        Tenant is not in arrears for more than 30 days on any base rent
        payments, except ___________________;
     f. To Tenant's knowledge, Landlord is not in default under the Lease and no
        event has occurred which, with the giving of notice or passage of time,
        or both, could result in a default by Landlord;
     g. To Tenant's knowledge, Tenant has no existing defenses, offsets, liens,
        claims or credits against the payment obligations under the Lease;
     h. Tenant has not been granted any options or rights to terminate the Lease
        earlier than the Expiration Date (except as stated in paragraph 1(i));
     i. Tenant has not been granted any options or rights of first refusal to
        purchase the

                                EXHIBIT 7: PAGE 2



        Premises or the Property;
     j. Tenant has not received written notice of violation of any federal,
        state, county or municipal laws, regulations, ordinances, orders or
        directives relating to the use or condition of the Premises or the
        Property, except in connection with the condemnation affecting the
        Property and except: ______________;
     k. the Tenant has not been granted any operating exclusives for the
        Property except as set forth in the Lease; and
     l. Rent has been paid through __________, 2003.
     m. No hazardous waste or toxic substances, as defined by all applicable
        federal, state or local statutes, rules or regulations have been
        disposed, stored or treated on or about the Premises or the Property by
        Tenant;
     n. Tenant has not received any notice of a prior sale, transfer,
        assignment, pledge or other hypothecation of the Premises or the Lease
        or of the rents provided for therein except in connection with the
        existing loan with Wells Fargo Bank, National Association; and
     o. Tenant has not filed, and is not currently the subject of any filing,
        voluntary or involuntary, for bankruptcy or reorganization under any
        applicable bankruptcy or creditors rights laws, except:
        ___________________.

3.   This certification is made with the knowledge that Purchaser is about to
     acquire title to the Property and Lender is about to provide Purchaser with
     financing which shall be secured by a Deed of Trust (or Mortgage), Security
     Agreement and Assignment of Rents, Leases and Contracts ("Mortgage") upon
     the Property. Tenant acknowledges that Purchaser's interest in the Lease
     (as landlord) will be duly assigned to Lender as security for Lender's loan
     to Purchaser (as new landlord). From and after the date Tenant receives
     written notice from Landlord and Purchaser of the sale of the Property, all
     rent payments under the Lease shall be paid to Purchaser (as new landlord)
     and shall continue to be paid to Purchaser (as new landlord) in accordance
     with the terms of the Lease until Tenant is notified otherwise in writing
     by Lender or its successors and assigns. In the event that Lender succeeds
     to Purchaser's (as new landlord) interest under the Lease, Tenant agrees to
     attorn to Lender at Lender's request provided Lender agrees that unless
     Tenant is in default under the Lease (and any cure periods have expired
     after notice), the Lease will remain in full force and effect. Tenant
     further acknowledges and agrees that Landlord, Purchaser, Lender and their
     respective successors and assigns shall have the right to rely on the
     information contained in this Certificate. The undersigned is authorized to
     execute this Tenant Estoppel Certificate on behalf of Tenant.

                                                  [TENANT]
                                                  By:
                                                  Its:
                                                      --------------------------
                                                  Date:___________, 2003

                                EXHIBIT 7: PAGE 3



                                    EXHIBIT 8

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                              FORM OF BILL OF SALE

     DDRA COMMUNITY CENTERS FOUR, L.P. ("Grantor") for good and valuable
consideration, the receipt and the sufficiency of which is hereby acknowledged,
by these presents, does, without representation by, or warranty or recourse
against, Grantor, convey, assign, transfer, sell, deliver and set over unto
____________________, its successors and assigns, all of Grantor's right, title
and interest in and to the personal property transferred pursuant to that
certain Contract of Sale between Grantor and [____________________________ ]
dated __________________, 2003 used in connection with the operation of the
shopping center known as La Plaza del Norte Shopping Center, San Antonio, Texas.

     IN WITNESS WHEREOF, Grantor has caused this Bill of Sale to be signed as of
this _____ day of ___________, 2003.

                         DDRA COMMUNITY CENTERS FOUR, L.P., a Texas limited
                         partnership
                         By:  DRDI SAN ANTONIO LLC, a Delaware limited liability
                              company, its general partner

                              By:  DD SAN PEDRO CORP., a Texas corporation, its
                                   member

                                   By:
                                        --------------------------------
                                        Name:
                                        Title:

                              By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                   corporation, its general partner

                                   By:
                                        ----------------------
                                        Name:
                                        Title:



                                    EXHIBIT 9

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                                ACCESS AGREEMENT

                              INTENTIONALLY DELETED



                                   EXHIBIT 10

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                                TITLE CERTIFICATE

     The undersigned, a Delaware limited liability company, hereby certifies to
[____________] (the "Insurer") the following:

          1. The undersigned is the owner ("Owner") of certain property (the
"Property") situated in the City of San Antonio, State of Texas, described in
title commitment No._________ (the "Title Commitment") issued by Insurer.

          2. The only tenants of the undersigned are tenants under the leases
(the "Leases") set forth on the rent roll annexed hereto as Exhibit A (or
subleases thereunder).

          3. During the period of 120 days immediately preceding the date of
this certification no improvements or alterations have been made (other than
minor repairs) to the Property by or on behalf of Owner that have not been paid
for and that no claims against Owner of laborers or materialmen remain unpaid
(or if unpaid will be paid in the ordinary course of business) for work
performed by or on behalf of Owner and that no material incorporated into the
Property by Owner is subject to a security interest (other than in connection
with any mortgage described in the Title Commitment).

          4. No proceedings in bankruptcy or receivership have been instituted
by or against Owner which are now pending, nor has the Owner made any assignment
for the benefit of creditors which is in effect as to the Property.

          5. Owner agrees not to cause any lien or encumbrance to be filed
against the Property between the date hereof and the earlier of (a) the date the
documents creating the interest being insured pursuant to the Title Commitment
have been filed of record and (b) three (3) days following the date hereof.

          6. This certification is made for the purpose of inducing Insurer to
issue its title policy insuring the Property.

Dated this ____ day of _______, 2003.

[SIGNATURES ON THE FOLLOWING PAGE]



                         DDRA COMMUNITY CENTERS FOUR, L.P., a Texas limited
                         partnership
                         By:  DRDI SAN ANTONIO LLC, a Delaware limited liability
                              company, its general partner

                              By:  DD SAN PEDRO CORP., a Texas corporation, its
                                   member

                                   By:
                                        --------------------------
                                        Name:
                                        Title:

                              By:  PEDRO COMMUNITY CENTERS, INC., an Ohio
                                   corporation, its general partner

                                   By:
                                        ------------------
                                        Name:
                                        Title:



                                   SCHEDULE A

                                 LIST OF LEASES



                                   EXHIBIT 11

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                          SELLER'S ESTOPPEL CERTIFICATE

TO:

     _____________________
     ___________________
     _____________________
                        ("Lender")

     Inland (entity),
     and its lenders, successors and assigns ("Purchaser")
     2901 Butterfield Road
     Oak Brook, Illinois 60523
     Attention: Karen Kautz

Re:  Lease Agreement dated ______________ as amended pursuant to Section 1(a)
     below ("Lease"), between ______________________ as "Landlord", and, as
     "Tenant", guaranteed by _____________________________ ("Guarantor") for
     leased premises known as (the "Premises") of the property commonly known as
     (the "Property").

1.   Landlord hereby certifies that the following information with respect to
     the Lease is accurate and complete as of the date hereof.

     a. Dates of all amendments, letter
        agreements, modifications and waivers
        related to the Lease

     b. Lease Commencement Date

     c. Expiration Date

     d. Current Annual Base Rent

                                           ADJUSTMENT DATE     RENTAL AMOUNT

     e. Fixed or CPI Rent Increases        _______________
                                           _______________

     f. Square Footage of Premises



     g. Security Deposit Received by
        Landlord

     h. Renewal Options                    ______ Additional Terms for ______
                                           years at $_______ per year

 i.  Termination Options (excluding        Termination Date ____________
     any right of Tenant to terminate      Fees Payable     ____________
     pursuant to a casualty or
     condemnation)

2.   Landlord further certifies that:

     a. the Lease is presently in full force and effect and represents the
        entire agreement between Tenant and Landlord with respect to the
        Premises;
     b. to Landlord's knowledge, the Lease has not been assigned and the
        Premises have not been sublet by Tenant except as otherwise stated in
        Section 1(a) above;
     c. to Landlord's knowledge, Tenant has accepted and is occupying the
        Premises, all construction required by the Landlord pursuant to the
        Lease has been completed and any payments, credits or abatements
        required to be given by Landlord to Tenant have been given;
     d. To Landlord's knowledge, Tenant is [or is not] open for business or is
        operating its business at the Premises;
     e. no installment of rent or other charges under the Lease other than
        current monthly rent has been paid more than 30 days in advance;
     f. To Landlord's knowledge, Landlord is not in default under the Lease and
        no event has occurred which, with the giving of notice or passage of
        time, or both, could result in a default by Landlord;
     g. To Landlord's knowledge, Tenant has no existing defenses, offsets,
        liens, claims or credits against the payment obligations under the
        Lease;
     h. Tenant has not been granted any options or rights to terminate the Lease
        earlier than the Expiration Date (except as stated in paragraph 1(i));
     i. Tenant has not been granted any options or rights of first refusal to
        purchase the Premises or the Property;
     j. To Landlord's knowledge, Tenant has not received written notice of
        violation of any federal, state, county or municipal laws, regulations,
        ordinances, orders or directives relating to the use or condition of the
        Premises or the Property, except in connection with the condemnation
        affecting the Property and except: ______________;
     k. the Tenant has not been granted any operating exclusives for the
        Property except as set forth in the Lease; and
     l. Rent has been paid through _________, 2003.

3.   This certification is made with the knowledge that Purchaser is about to
     acquire title to the Property and Lender is about to provide Purchaser with
     financing which shall be secured by a Deed of Trust (or Mortgage), Security
     Agreement and Assignment of Rents, Leases and Contracts ("Mortgage") upon
     the Property. Landlord acknowledges and agrees that Purchaser and Lender
     and their respective successors and assigns shall have the right to rely



     on the information contained in this Certificate. The undersigned is
     authorized to execute this Estoppel Certificate on behalf of Landlord.

                                                      [LANDLORD]
                                                      By:
                                                      Its:
                                                          ------------------
                                                      Date:_________, 2003



                                   EXHIBIT 12

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                            REA ESTOPPEL CERTIFICATE

     The undersigned _________________, a ____________ corporation
("_________"), is a party to the ________________ (REA) recorded on
_______________________, _______ in Book _____, Page _____ of the Public Records
of ________ County, _____ (the "REA"), between and among _____,
___________________, ___________________, a ______________ ("Developer"), and
_____________________, a _____________ (corporation) ("___________"), with
respect to the ___________________ Shopping Center in _______, _______ (the
"Shopping Center"). ____________ has been advised that Developer is in process
of selling Developer's interest in the Shopping Center to INLAND (entity) having
a notice address of 2901 Butterfield Road, Oak Brook, Illinois 60523, Attention:
Vice Chairman (together with its lender, and successors and assigns,
collectively referred to herein as "Purchaser"). _________________ hereby states
to Purchaser and Developer as follows (without undertaking any investigation to
verify the accuracy of the statements made):

     1.   The REA has not been amended except: ________________.

     2.   The REA is presently in full force and effect according to its terms.

     3.   ________ has neither given nor received any written notice of default
          with respect to the REA. To the best of ________ 's knowledge (whereby
          knowledge shall be limited to the party signing this REA Estoppel
          Agreement on behalf of ________), neither _______ nor any other party
          is in default under the REA.

     This Statement does not (a) constitute a waiver of any rights ___________
may have under the REA, or (b) modify, alter, or change any of the terms or
conditions of the REA.

     No officer or employee signing this Statement on behalf of ___________
shall have any liability as a result of having given this statement.

     The statements contained in this Statement are not affirmative
representations, warranties, covenants or waivers, and _______ shall not be
liable to Developer, Purchaser or any third party on account of any information
herein contained, notwithstanding the failure, for any reason, to disclose
and/or correct relevant information. This Statement is given for Purchaser's and
Developer's information and may not be relied upon by anyone other than
Purchaser and Developer, or in connection with any transaction other than the
transaction described above. Capitalized terms used in this Statement, unless
otherwise defined, will have the meanings ascribed to such terms in the REA.

                                      -12-


Dated as of ______________, 2003.


                          ------------------------------
                          a _________(CORPORATION)


                          By:
                              -----------------------------------
                          As Its:

                                      -13-


                                   EXHIBIT 13

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                         GUARANTOR ESTOPPEL CERTIFICATE

Date: _________________, 2003


     To: ___________

     _________________________
     _________________________
     _________________________
                           ("Lender")

     Inland Real Estate Acquisitions, Inc., and

     Inland Southeast _______, L.L.C. (insert Inland nominee entity),
     and its lenders, successors and assigns ("Purchaser")
     2901 Butterfield Road
     Oak Brook, Illinois 60523
     Attention: Karen Kautz

     Re: Guaranty Agreement dated ___________ ("Guaranty of Lease") pertaining
     to that certain Lease dated _____________________ between as Landlord and
     _______________________________ as Tenant for leased premises known as
     ______________________________ (the "Premises") located at the property
     commonly known as (the "Property").

     1.   Guarantor certifies to Lender and Purchaser that: (a) the Guaranty of
          Lease has been properly executed by Guarantor and is presently in full
          force and effect without amendment or modification except as noted
          above; (b) Guarantor has no existing defenses, offsets, liens, claims
          or credits against the obligations under the Guaranty of Lease.

     2.   This certification is made with the knowledge that Purchaser is about
          to acquire title to the Property and a lender is about to provide
          Purchaser with financing which shall be secured by a deed of trust (or
          mortgage), security agreement and assignment of rents, leases and
          contracts upon the Property. Guarantor further acknowledges and agrees
          that Purchaser and its lender and their respective successors and
          assigns shall have the right to rely on the information contained in
          this Certificate.



3.   The undersigned is authorized to execute this Guarantor Estoppel
     Certificate on behalf of Guarantor.

                                             [GUARANTOR]

                                             By:

                                      -15-


                                   EXHIBIT 14

              ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
                  DDRA COMMUNITY CENTERS FOUR, L.P., AS SELLER
                                       AND
               INLAND REAL ESTATE ACQUISITIONS, INC., AS PURCHASER

                                ESCROW AGREEMENT

          This Escrow Agreement (this "AGREEMENT") is entered into as of January
___, 2004 by and between DDRA Community Centers Four, L.P. ("DDRA"),
[___________] ("Purchaser") and Heritage Title Company ("ESCROWEE").

                                    RECITALS:

          A.   DDRA and Purchaser entered into a contract of sale (the
"CONTRACT") dated as of [______________] with respect to the sale of La Plaza
Del Norte located in San Antonio, Texas (the "PARCEL").

          B.   Pursuant to Section 14 of the Contract, at Closing (as defined in
the Contract), DDRA has agreed to enter into master leases (each a "MASTER
LEASE" and collectively, the "MASTER LEASES") with Purchaser for the space set
forth on Exhibit A annexed hereto existing at the Parcel.

          NOW THEREFORE, for good and valuable consideration, the parties hereby
agree as follows:

          1.   All capitalized terms set forth herein shall have the meanings
ascribed to such terms in the Contract unless otherwise defined herein.

          2.   To fund DDRA's Master Lease obligations as to rent, leasing
commissions and tenant improvements, all as set forth in Section 14 of the
Contract, DDRA has on the date hereof deposited in escrow (the "MASTER LEASE
ESCROW") with Escrowee the amount (the "MASTER LEASE ESCROW AMOUNT") set forth
on Exhibit A annexed hereto. The Master Lease Escrow Amount shall be disbursed
by Escrowee subject to, and in accordance with, the terms and provisions of this
Paragraph 2.

               A.   The portion of the Master Lease Escrow Amount identified as
the sum of [_________________] ($__________ ) is hereby referred to as the
Master Lease Rent Escrow. Purchaser shall receive a prorated credit from the
Master Lease Rent Escrow on the date of Closing for the rent attributable to the
Master Lease Space from the date of Closing through the end of the month in
which Closing occurs. Thereafter, Purchaser shall receive (and Escrow Agent is
hereby authorized to pay to Purchaser ( subject to the terms of this Section
2(A) without further direction from DDRA) monthly payments, on the fifth (5th)
day of each month (the "MONTHLY PAYMENT DATE"), for the applicable month's rent,
from the Master Lease Rent Escrow, in the sum of [________] (prorated for any
partial months) (the "Rent Escrow Monthly Payment"). DDRA shall have the right
to object to any Rent Escrow Monthly Payment provided that DDRA sends written
notice of such objection to Purchaser and Escrowee on or

                                      -16-


before the third (3rd) day prior to the applicable Monthly Payment Date ("RENTAL
PAYMENT OBJECTION"). If Escrowee does receive such Rental Payment Objection on
or before the third (3rd) day prior to the applicable Monthly Payment Date or if
for any other reason Escrowee in good faith shall elect not to make such
payment, Escrowee shall forward a copy of the Rental Payment Objection, if any,
to Purchaser, and continue to hold the applicable Rent Escrow Monthly Payment
unless otherwise directed by written instructions from the parties to this
Agreement or by a judgment of a court of competent jurisdiction In any event,
Escrowee shall have the right to refrain from taking any further action with
respect to the Master Lease Rent Escrow until it is reasonably satisfied that
such dispute is resolved or action by Escrowee is required by an order or
judgment of a court of competent jurisdiction. Escrowee, by signing this
Agreement at the end hereof where indicated, signifies its agreement to hold the
Master Lease Rent Escrow for the purposes as provided in this Agreement.

               B.   (I) Beginning on the date hereof and continuing through and
including the date on which the term of the Master Leases expire pursuant to
Section 14 of the Contract (such period is hereinafter referred to as the
"MASTER LEASE ESCROW PERIOD"), Purchaser and/or DDRA may request (each such
request, a "DISBURSEMENT REQUEST", each such requesting party the "REQUESTING
PARTY" and each such non-requesting party, the "NON-REQUESTING PARTY") by
written notice to Escrowee (with a copy of such request to the Non-Requesting
Party), that Escrowee disburse (each a "DISBURSEMENT") a portion of the Master
Lease Escrow Amount to the Requesting Party. Each such Disbursement Request
shall certify that the amount being requested is due to the Requested Party and
shall include a reasonably detailed description for which the Disbursement
Request is being made, including a stipulation as to the specific purpose of the
Disbursement, being either rent, leasing commissions or tenant improvements. On
each Master Lease Rent Termination Event, after receiving DDRA's Disbursement
Request and subject to Sections 2(B)(II) and (C)below, Escrowee is authorized
and directed to deliver to DDRA any unused portion of the Master Lease Escrow
Amount (including any interest earned thereon) allocable to the applicable
space. Notwithstanding anything contained herein to the contrary, Purchaser
shall not be permitted to make a Disbursement Request (pursuant to this Section
2 (B)) with respect to the Master Lease Rent Escrow; Section A above shall
govern Purchaser's rights with respect to same.

                    (II) If Escrowee does not receive a written objection from
the Non Requesting party to the proposed Disbursement within five (5) business
days after such demand is received by Escrowee and the Non-Requesting Party,
Escrowee is hereby authorized and directed to pay such Disbursement to the
Requesting Party. If Escrowee does receive such written objection within such
five (5) business day period or if for any other reason Escrowee in good faith
shall elect not to make such payment, Escrowee shall forward a copy of the
objections, if any, to the Requesting Party, and continue to hold the
Disbursement unless otherwise directed by written instructions from the parties
to this Agreement or by a judgment of a court of competent jurisdiction. In any
event, Escrowee shall have the right to refrain from taking any further action
with respect to the Master Lease Escrow until it is reasonably satisfied that
such dispute is resolved or action by Escrowee is required by an order or
judgment of a court of competent jurisdiction. Escrowee, by signing this
Agreement at the end hereof where indicated, signifies its agreement to hold the
Master Lease Escrow Amount for the purposes as provided in this Agreement.

                                      -17-


               C.   In the event of any dispute, Escrowee shall have the right
to deposit the Master Lease Escrow Amount in court to await the resolution of
such dispute. Escrowee shall not incur any liability by reason of any action or
non-action taken by it in good faith or pursuant to the judgment or order of a
court of competent jurisdiction. Escrowee shall have the right to rely upon the
genuineness of all certificates, notices and instruments delivered to it
pursuant hereto, and all the signatures thereto or to any other writing received
by Escrowee purporting to be signed by any party hereto, and upon the truth of
the contents thereof.

               D.   On or before the tenth (10th)day of each calendar month
during the Master Lease Escrow Period, Escrowee shall provide Purchaser and DDRA
with a written report of the Master Lease Escrow, showing (i) Disbursements and
Rent Escrow Monthly Payments from the Master Lease Escrow made in the prior
calendar month, (ii) the balance remaining in the Master Lease Escrow as of the
date of the report, and (iii) interest accrued on the Master Lease Escrow Amount
during the prior calendar month.

               E.   Escrowee shall invest and reinvest the proceeds of the
Master Lease Escrow Amount and any interest earned thereon, in United States
Government Treasury Bills or Certificate(s) of Deposit or bank money market
account(s) as Purchaser shall direct and as is reasonably acceptable to DDRA.
The Master Lease Escrow Amount shall be held with the national bank of either
J.P. Morgan Chase Bank of America.

               F.   Escrowee shall be entitled to consult with counsel in
connection with its duties hereunder. Purchaser and DDRA, jointly and severally,
agree to reimburse Escrowee, upon demand, for the reasonable costs and expenses,
and in the event of a dispute, attorneys' fees incurred by Escrowee in
connection with its acting in its capacity as Escrowee. Escrowee shall not be
liable for its actions that may result in errors except for its own gross
negligence or willful misconduct. This Agreement shall terminate and be of no
further force or effect upon the full and final disbursement of the funds held
hereby.

          3.   In the event of a breach by Purchaser or DDRA of any of the
provisions of this Agreement, the non-breaching party shall have all remedies
available to it at all law or in equity based on such default other than
consequential or punitive damages.

          4.   All notices hereunder shall be sent by certified or registered
mail, return receipt requested, or may be sent by Federal Express or other
national overnight courier which obtains a signature upon delivery, or may be
delivered by hand delivery addressed to the notice parties identified below for
such party or at such other addresses as such party shall designate from time to
time by notice:

DDRA:

c/o DRA Advisors LLC
220 East 42nd Street
New York, New York 10017
Attention: Janine Roberts

                                      -18-


with a copy to:

Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
Attention: Martin Luskin, Esq.

with a copy to:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: [____________________]

with a copy to:

Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
Attention: Cheryl 0' Connor, Esq.

PURCHASER:

__________________
__________________
__________________
Attention:_____________

with a copy to:

__________________
__________________
__________________
Attention:_____________

ESCROWEE:

Heritage Title Company

__________________
__________________
__________________
Attention:_____________

               Notices shall be deemed served three (3) days after mailing, and
in the case of overnight courier on the date actually delivered to or rejected
by the rejected by the intended recipient, except

                                      -19-


for notice(s) which advise the other party of a change of address of the party
sending such notice, which notice shall not be deemed served until actually
received by the party to whom such notice is addressed or delivery is refused by
such party. Notices served by hand delivery shall be deemed served on the date
actually delivered to or rejected by the intended recipient if delivered or
rejected at or prior to 5:00 P.M. Eastern Time on a business day and on the next
business day if delivered or rejected after 5:00 P.M. Eastern Time on a business
day or at any time on a non-business day. Notices on behalf of the respective
parties may be given by their attorneys and such notices shall have the same
effect as if in fact subscribed by the party on whose behalf it is given.

          5.   This Agreement may not be assigned by either party without the
written consent of the other party. Any purported assignment of this Agreement
in violation of this paragraph shall be null and void.

          6.   This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, executors,
administrators, successors and permitted assigns. None of the provisions of this
Agreement are intended to be, nor shall they construed to be, for the benefit of
any third party.

          7.   This Agreement, the Exhibit annexed hereto and the Contract shall
constitute the entire agreement between the parties hereto with respect to the
subject matter hereof, and all understandings and agreements heretofore or
simultaneously had between the parties hereto are merged in and are contained in
this Agreement, the Exhibit annexed hereto and the Contract.

          8.   The provisions of this Agreement may not be waived, changed,
modified or discharged orally, but only by an agreement in writing signed by the
party against which any waiver, change, modification or discharge is sought.

          9.   If a party is required to perform an act or give a notice on a
date that is a Saturday, Sunday or national holiday, the date such performance
or notice is due shall be deemed to be the next business day.

          10.  This Agreement is to be governed and construed in accordance with
the laws of the State of New York. Purchaser, DDRA and Escrowee hereby submit to
the jurisdiction of the State and United States District courts located within
New York in respect of any suit or other proceeding brought in connection with
or arising out of this Agreement. Any legal suit, action or proceeding arising
out of or relating to this Agreement may be instituted in any federal or state
court in the City of New York, County of New York pursuant to Section 5-1402 of
the New York General Obligations Law and Purchaser, DDRA and Escrowee waive any
objection which they may now or hereafter have based on venue and/or forum non
conveniens of any such suit action or proceeding, and Purchaser, DDRA and
Escrowee hereby irrevocably submit to the jurisdiction of any such court in any
suit, action or proceeding.

          11.  This Agreement may be executed in two or more counterparts and
each of such counterparts, for all purposes, shall be deemed to be an original
but all of such counterparts

                                      -20-


together shall constitute but one and the same instrument, binding upon all
parties hereto, notwithstanding that all of such parties may not have executed
the same counterpart.

          12.  If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid or unenforceable, such determination will
not effect the remaining provisions of this Agreement, all of which will remain
in full force and effect.

                         [SIGNATURES ON FOLLOWING PAGE]

                                      -21-


          IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement the day and year first above written.

                         DDRA:

                         DDRA COMMUNITY CENTERS FOUR, L.P., a Texas limited
                         partnership
                         BY:  DRDI SAN ANTONIO LLC, a Delaware limited liability
                              company, its general partner
                              By:  DD SAN PEDRO CORP., a Texas corporation, its
                                   member

                                   By:
                                        ------------------------------
                                        Name:
                                        Title:

                         PURCHASER:


                         By:
                             --------------------------
                         Name:
                         Title:


                         ESCROWEE:
                         HERITAGE TITLE COMPANY, as agent for CHICAGO
                         TITLE INSURANCE COMPANY

                         By:
                             ---------------------
                         Name:
                         Title:



                                    EXHIBIT A

                                      -23-

EX-10.40

                                                                   Exhibit 10.40

                                 PROMISSORY NOTE

$23,650,000.00                                                New York, New York
                                                                January 13, 2004

          FOR VALUE RECEIVED, INLAND WESTERN HICKORY-CATAWBA, L.L.C., a Delaware
limited liability company having its principal place of business at 2901
Butterfield Road, Oak Brook, Illinois 60523, a maker hereunder (referred to
herein as "BORROWER"), hereby unconditionally promises to pay to the order of
BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having
an address at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of TWENTY THREE MILLION SIX HUNDRED FIFTY THOUSAND
AND NO/100 DOLLARS ($23,650,000.00), in lawful money of the United States of
America with interest thereon to be computed from the date of this Note at the
Interest Rate, and to be paid in accordance with the terms of this Note and that
certain Loan Agreement, dated as of the date hereof, between Borrower and Lender
(the "LOAN AGREEMENT"). All capitalized terms not defined herein shall have the
respective meanings set forth in the Loan Agreement.

                                    ARTICLE 1

                                  PAYMENT TERMS

          Borrower agrees to pay interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in
the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the
Maturity Date. This Note shall be the "Note" as defined in the Loan Agreement.

                                    ARTICLE 2

                            DEFAULT AND ACCELERATION

          The Debt shall without notice become immediately due and payable at
the option of Lender if any payment required in this Note is not paid on or
prior to the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.

                                    ARTICLE 3

                                 LOAN DOCUMENTS

          This Note is secured by the Mortgage and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.



                                    ARTICLE 4

                                 SAVINGS CLAUSE

          Notwithstanding anything to the contrary, (a) all agreements and
communications between Borrower and Lender are hereby and shall automatically be
limited so that, after taking into account all amounts deemed interest, the
interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds
the lawful maximum, all such interest shall be amortized, prorated, allocated
and spread over the full amount and term of all principal indebtedness of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to receive interest in excess of the lawful maximum, any such
excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is
no such indebtedness, shall immediately be returned to Borrower.

                                    ARTICLE 5

                                 NO ORAL CHANGE

          This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                                    ARTICLE 6

                                     WAIVERS

          Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a limited liability
company, the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the members comprising the company, and the term
"Borrower," as used herein, shall include any alternate or successor company,
but any

                                        2


predecessor company and its members shall not thereby be released from any
liability. If Borrower is a corporation, the agreements contained herein shall
remain in full force and applicable notwithstanding any changes in the
shareholders comprising, or the officers and directors relating to, the
corporation, and the term "Borrower" as used herein, shall include any
alternative or successor corporation, but any predecessor corporation shall not
be relieved of liability hereunder. (Nothing in the foregoing sentence shall be
construed as a consent to, or a waiver of, any prohibition or restriction on
transfers of interests in such entity which may be set forth in the Loan
Agreement, the Mortgage or any other Loan Document.)

                                    ARTICLE 7

                                    TRANSFER

          Upon the transfer of this Note, Borrower hereby waiving notice of any
such transfer except as provided in the Loan Agreement, Lender may deliver all
the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall from that date forward forever be relieved and
fully discharged from any liability or responsibility in the matter; but Lender
shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred.

                                    ARTICLE 8

                                   EXCULPATION

          The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent and with the same
force as if fully set forth herein.

                                    ARTICLE 9

                                  GOVERNING LAW

          THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS
BE GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.

                                   ARTICLE 10

                                     NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.


                         [NO FURTHER TEXT ON THIS PAGE]

                                        3


          IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day
and year first above written.

                                   BORROWER:

                                   INLAND WESTERN HICKORY-CATAWBA,
                                   L.L.C., a Delaware limited liability company

                                   By:  Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        member


                                        By:   /s/ Roberta S. Matlin
                                            ------------------------------------
                                            Name:  Roberta S. Matlin
                                            Title:   Vice President

                                        4


                                 ACKNOWLEDGMENT

STATE OF ILLINOIS

COUNTY OF COOK

          The foregoing instrument was acknowledged before me this 20th day of
January, 2004 by ROBERTA S. MATLIN as Vice President of INLAND WESTERN RETAIL
REAL ESTATE TRUST, INC., a Maryland corporation, which is the sole member of
INLAND WESTERN HICKORY-CATAWBA, L.L.C., a Delaware limited liability company,
who executed the foregoing instrument, and acknowledged the execution thereof to
be his free act and deed as such officer on behalf of said corporation in its
capacity as sole member of said limited liability company for the use and
purposes therein mentioned, and the said instrument is the act and deed of said
corporation and limited liability company. He is personally known to me or who
has produced _________________ as identification.

          My commission expires:


[Notarial Seal]                           /s/ Andrew M. Viola
                                        ------------------------------
         OFFICIAL SEAL                  Print Name: ANDREW M. VIOLA
        ANDREW M. VIOLA                 Notary Public  ILLINOIS
NOTARY PUBLIC, STATE OF ILLINOIS        Serial Number:
MY COMMISSION EXPIRES 6-13-2007                       ----------------

                                        5

EX-10.41

                                                                   Exhibit 10.41

                             POST-CLOSING AGREEMENT

          THIS POST-CLOSING AGREEMENT (this "Agreement") is made as of the
______ day of January, 2004, by INLAND WESTERN HICKORY-CATAWBA, L.L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523 ("Borrower"), to BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at 383
Madison Avenue, New York, New York 10179 ("Lender").

                                    RECITALS:

          A.   Borrower by its promissory note of even date herewith given to
Lender (the note together with all extensions, renewals, modifications,
substitutions and amendments thereof shall collectively be referred to as the
"Note") is indebted to Lender in the principal sum of TWENTY THREE MILLION SIX
HUNDRED FIFTY THOUSAND AND No/100 DOLLARS ($23,650,000.00) advanced pursuant to
the Loan Agreement of even date herewith between Borrower and Lender (together
with all extensions, renewals, modifications, substitutions and amendments
thereof, the "Loan Agreement"), in lawful money of the United States of America,
with interest from the date thereof at the rates set forth in the Note (the
indebtedness evidenced by the Note, together with such interest accrued thereon,
shall collectively be referred to as the "Loan"), principal and interest to be
payable in accordance with the terms and conditions provided in the Note.

          B.   The Loan is secured by, among other things, a Deed of Trust,
Assignment of Leases and Rents, Security Agreement and Fixture Filing (the
"Security Instrument"), dated as of the date hereof, which grants Lender a first
lien on the property encumbered thereby (the "Property"). All and any of the
documents other than the Note, the Security Instrument and this Agreement now or
hereafter executed by Borrower and/or others and by or in favor of Lender, which
wholly or partially secure or guarantee payment of the Note are referred to as
the "Other Security Documents."

          C.   Lender was unwilling to make the Loan to Borrower unless Borrower
agreed to timely perform the matters set forth herein.

                                   AGREEMENT:

          For good and valuable consideration the parties hereto agree as
follows:

          1.   POST-CLOSING OBLIGATIONS.

               (a) Borrower covenants and agrees to use commercially reasonable
efforts to deliver to Lender within sixty (60) days of the date hereof, an
original estoppel letter executed by Kohl's Department Stores, Inc. which does
not contain an alleged potential default based on a roof leak and peeling paint
on the exterior of the building, and is otherwise in form and substance
satisfactory to Lender in its reasonable discretion;



               (b) Borrower covenants and agrees to use commercially reasonable
efforts to deliver to Lender within thirty (30) days of the date hereof, an
original subordination, nondisturbance and attornment agreement executed by
Marshalls of MA, Inc. and Borrower, in recordable form and otherwise in form and
substance satisfactory to Lender in its reasonable discretion;

               (c) Borrower covenants and agrees to use commercially reasonable
efforts to deliver to Lender within thirty (30) days of the date hereof, an
original subordination, nondisturbance and attornment agreement executed by
Hickory Ridge Land Development, LLC, National City Bank and Borrower, in
recordable form and otherwise in form and substance satisfactory to Lender in
its reasonable discretion;

               (d) Borrower covenants and agrees to use commercially reasonable
efforts to deliver to Lender within thirty (30) days of the date hereof, a copy
of the sublease between Hickory Ridge Land Development, LLC and Dick's Sporting
Goods, Inc.; and

               (e) Borrower covenants and agrees to deliver to Lender within
thirty (30) days of the date hereof, an original Tenant Direction Letter (as
defined in the Loan Agreement) executed by Borrower for each tenant at the
Property.

          2.   GOVERNING LAW. This Agreement shall be deemed to be a contract
entered into pursuant to the laws of the State of New York and shall in all
respects be governed, construed, applied and enforced in accordance with the
laws of the State of New York.

          3.   NOTICES. All notices or other written communications to Borrower
or Lender hereunder shall be deemed to have been properly given (i) upon
delivery, if delivered in person with receipt acknowledged by the recipient
thereof, (ii) one (1) Business Day (hereinafter defined) after having been
deposited for overnight delivery with any reputable overnight courier service,
or (iii) three (3) Business Days after having been deposited in any post office
or mail depository regularly maintained by the U.S. Postal Service and sent by
registered or certified mail, postage prepaid, return receipt requested,
addressed to Borrower or Lender at their addresses set forth in the Security
Instrument or addressed as such party may from time to time designate by written
notice to the other parties. For purposes of this Agreement, the term "Business
Day" shall mean any day other than Saturday, Sunday or any other day on which
banks are required or authorized to close in New York, New York.

          Either party by notice to the other may designate additional or
different addresses for subsequent notices or communications.

          4.   NO ORAL CHANGE. This Agreement, and any provisions hereof, may
not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but
only by an agreement in writing signed by the party against whom enforcement of
any modification, amendment, waiver, extension, change, discharge or termination
is sought.

          5.   LIABILITY. If Borrower consists of more than one person, the
obligations and liabilities of each such person hereunder shall be joint and
several. This Agreement shall be

                                        2


binding upon and inure to the benefit of Borrower and Lender and their
respective successors and assigns forever.

          6.   INAPPLICABLE PROVISIONS. If any term, covenant or condition of
this Agreement is held to be invalid, illegal or unenforceable in any respect,
this Agreement shall be construed without such provision.

          7.   HEADINGS, ETC. The headings and captions of various paragraphs of
this Agreement are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

          8.   DUPLICATE ORIGINALS; COUNTERPARTS. This Agreement may be executed
in any number of duplicate originals and each duplicate original shall be deemed
to be an original. This Agreement may be executed in several counterparts, each
of which counterparts shall be deemed an original instrument and all of which
together shall constitute a single Assignment. The failure of any party hereto
to execute this Agreement, or any counterpart hereof, shall not relieve the
other signatories from their obligations hereunder.

          9.   NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa.

          10.  SECONDARY MARKET/SERVICING. Lender may, at any time, sell,
transfer or assign this Agreement, the Note, the Security Instrument and the
Other Security Documents, and any or all servicing rights with respect thereto,
or grant participations therein or issue mortgage passthrough certificates or
other securities evidencing a beneficial interest in a rated or unrated public
offering or private placement (the "Securities"). Lender may forward to each
purchaser, transferee, assignee, servicer, participant, investor in such
Securities or any Rating Agency rating such Securities (collectively, the
"Investor") and each prospective Investor, all documents and information which
Lender now has or may hereafter acquire relating to the Debt and to Borrower and
the Property, whether furnished by Borrower or otherwise, as Lender determines
necessary or desirable. Borrower agrees to cooperate with Lender in connection
with any transfer made or any Securities created pursuant to the Security
Instrument, including, without limitation, the delivery of an estoppel
certificate in accordance therewith, and such other documents as may be
reasonably requested by Lender. Borrower shall also furnish and Borrower
consents to Lender furnishing to such Investors or such prospective Investors
any and all information concerning the Property, the Leases, the financial
condition of Borrower as may be requested by Lender, any Investor or any
prospective Investor in connection with any sale, transfer or participation
interest. Lender may retain or assign responsibility for servicing the Loan,
including the Note, the Security Instrument, this Agreement and the Other
Security Documents, or may delegate some or all of such responsibility and/or
obligations to a servicer including, but not limited to, any subservicer or
master servicer. Lender may make such assignment or delegation on behalf of the
Investors if the Note is sold or this Agreement or the Other Security Documents
are assigned. All references to Lender herein shall refer to and include any
such servicer to the extent applicable.

          11.  MISCELLANEOUS.

                                        3


               (a)  Wherever pursuant to this Agreement (i) Lender exercises any
right given to it to approve or disapprove, (ii) any arrangement or term is to
be satisfactory to Lender, or (iii) any other decision or determination is to be
made by Lender, the decision of Lender to approve or disapprove, all decisions
that arrangements or terms are satisfactory or not satisfactory and all other
decisions and determinations made by Lender, shall be in the sole and absolute
discretion of Lender and shall be final and conclusive, except as may be
otherwise expressly and specifically provided herein.

               (b)  Wherever pursuant to this Agreement it is provided that
Borrower pay any costs and expenses, such costs and expenses shall include, but
not be limited to, legal fees and disbursements of Lender, whether retained
firms, the reimbursement for the expenses of in-house staff or otherwise.

          12.  EXCULPATION. Borrower's obligations under this Agreement are
subject to the provisions of Section 9.4 of the Loan Agreement, and such
provisions are incorporated herein by reference.

                                        4


          IN WITNESS WHEREOF the undersigned have executed this Agreement as of
the date and year first written above.

                                    BORROWER:

                                    INLAND WESTERN HICKORY-CATAWBA,
                                    L.L.C., a Delaware limited liability company

                                    By: Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        member


                                        By:           /s/ Valerie Medina
                                            ------------------------------------
                                            Name:  Valerie Medina
                                            Title: Asst. Secretary

                                    LENDER:

                                    BEAR STEARNS COMMERCIAL
                                    MORTGAGE, INC., a New York corporation


                                    By:
                                        ----------------------------------------
                                    Name:
                                    Managing Director

EX-10.42

                                                                   Exhibit 10.42

                                 LOAN AGREEMENT


                          Dated as of January 23, 2004


                                     Between


                     INLAND WESTERN HICKORY-CATAWBA, L.L.C.,
                                   as Borrower


                                       and


                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.,
                                    as Lender



                                TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----
                                                                                 
ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION ...................................1
   Section 1.1 Definitions ..........................................................1
   Section 1.2 Principles of Construction ..........................................19
ARTICLE II GENERAL TERMS ...........................................................19
   Section 2.1 Loan Commitment; Disbursement to Borrower ...........................19
   Section 2.2 Interest; Loan Payments; Late Payment Charge ........................20
   Section 2.3 Prepayments .........................................................21
   Section 2.4 Intentionally Omitted ...............................................23
   Section 2.5 Release of Property .................................................23
   Section 2.6 Manner of Making Payments ...........................................23
ARTICLE III CONDITIONS PRECEDENT ...................................................24
   Section 3.1 Conditions Precedent to Closing .....................................24
ARTICLE IV REPRESENTATIONS AND WARRANTIES ..........................................28
   Section 4.1 Borrower Representations ............................................28
   Section 4.2 Survival of Representations .........................................35
ARTICLE V BORROWER COVENANTS .......................................................35
   Section 5.1 Affirmative Covenants ...............................................35
   Section 5.2 Negative Covenants ..................................................43
ARTICLE VI INSURANCE; CASUALTY; CONDEMNATION .......................................48
   Section 6.1 Insurance ...........................................................48
   Section 6.2 Casualty ............................................................52
   Section 6.3 Condemnation ........................................................52
   Section 6.4 Restoration .........................................................52
ARTICLE VII RESERVE FUNDS ..........................................................57
   Section 7.1 Required Repair Funds ...............................................57
   Section 7.2 Tax and Insurance Escrow Fund .......................................58
   Section 7.3 Replacements and Replacement Reserve ................................59
   Section 7.4 Intentionally Deleted ...............................................64
   Section 7.5 Intentionally Deleted ...............................................64
   Section 7.6 Intentionally Deleted ...............................................64
   Section 7.7 Reserve Funds, Generally ............................................64
ARTICLE VIII DEFAULTS ..............................................................65
   Section 8.1 Event of Default ....................................................65
   Section 8.2 Remedies ............................................................67
   Section 8.3 Remedies Cumulative; Waivers ........................................68
ARTICLE IX SPECIAL PROVISIONS ......................................................68
   Section 9.1 Sale of Notes and Securitization ....................................68
   Section 9.2 Securitization ......................................................69
   Section 9.3 Rating Surveillance .................................................70
   Section 9.4 Exculpation .........................................................70
   Section 9.5 Termination of Manager ..............................................72


                                       -i-


                                                                                 
   Section 9.6 Servicer ............................................................72
   Section 9.7 Splitting the Loan ..................................................72
ARTICLE X MISCELLANEOUS ............................................................73
   Section 10.1 Survival ...........................................................73
   Section 10.2 Lender's Discretion ................................................73
   Section 10.3 Governing Law ......................................................73
   Section 10.4 Modification, Waiver in Writing ....................................73
   Section 10.5 Delay Not a Waiver .................................................73
   Section 10.6 Notices ............................................................74
   Section 10.7 Trial by Jury ......................................................75
   Section 10.8 Headings ...........................................................75
   Section 10.9 Severability .......................................................75
   Section 10.10 Preferences .......................................................75
   Section 10.11 Waiver of Notice ..................................................75
   Section 10.12 Remedies of Borrower ..............................................76
   Section 10.13 Expenses; Indemnity ...............................................76
   Section 10.14 Schedules Incorporated ............................................77
   Section 10.15 Offsets, Counterclaims and Defenses ...............................77
   Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries .....77
   Section 10.17 Publicity .........................................................78
   Section 10.18 Waiver of Marshalling of Assets ...................................78
   Section 10.19 Waiver of Counterclaim ............................................78
   Section 10.20 Conflict; Construction of Documents; Reliance .....................78
   Section 10.21 Brokers and Financial Advisors ....................................79
   Section 10.22 Prior Agreements ..................................................79
   Section 10.23 Transfer of Loan ..................................................79




SCHEDULES

Schedule I       -  Tenant Direction Letter
Schedule II      -  Rent Roll
Schedule III     -  Required Repairs
Schedule IV      -  Intentionally Omitted
Schedule V       -  Intentionally Omitted
Schedule VI      -  Intentionally Omitted
Schedule VII     -  Intentionally Omitted
Schedule VIII    -  Intentionally Omitted
Schedule IX      -  Intentionally Omitted
Schedule X       -  Other Contract Funds Agreements

                                      -ii-


                                 LOAN AGREEMENT

          THIS LOAN AGREEMENT, dated as of this ____ day of January, 2004 (as
amended, restated, replaced, supplemented or otherwise modified from time to
time, this "AGREEMENT"), between BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New
York corporation, having an address at 383 Madison Avenue, New York, New York
10179 ("LENDER"), and INLAND WESTERN HICKORY-CATAWBA, L.L.C., a Delaware limited
liability company, having an address at 2901 Butterfield Road, Oak Brook,
Illinois 60523 ("BORROWER").

                                   WITNESSETH:

          WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined)
from Lender; and

          WHEREAS, Lender is willing to make the Loan to Borrower, subject to
and in accordance with the terms of this Agreement and the other Loan Documents
(as hereinafter defined).

          NOW, THEREFORE, in consideration of the making of the Loan by Lender
and the covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:

                                    ARTICLE I

                     DEFINITIONS; PRINCIPLES OF CONSTRUCTION

          Section 1.1     DEFINITIONS. For all purposes of this Agreement,
except as otherwise expressly required or unless the context clearly indicates a
contrary intent:

          "ADDITIONAL INSOLVENCY OPINION" shall mean any subsequent Insolvency
Opinion.

          "AFFILIATE" shall mean, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person or is a director or officer of such Person or of an
Affiliate of such Person.

          "ALTA" shall mean American Land Title Association, or any successor
thereto.

          "ANNUAL BUDGET" shall mean the operating budget, including all planned
capital expenditures, for the Property prepared by Borrower for the applicable
Fiscal Year or other period.

          "ASSIGNMENT OF LEASES" shall mean, with respect to the Property, that
certain first priority Assignment of Leases and Rents, dated as of the Closing
Date, from Borrower, as assignor, to Lender, as assignee, assigning to Lender
all of Borrower's interest in and to the Leases and Rents of the Property as
security for the Loan, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.



          "ASSIGNMENT OF MANAGEMENT AGREEMENT" shall mean that certain
Assignment of Management Agreement and Subordination of Management Fees dated as
of the Closing Date among Lender, Borrower and Manager, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time.

          "AWARD" shall mean any compensation paid by any Governmental Authority
in connection with a Condemnation in respect of all or any part of the Property.

          "BASIC CARRYING COSTS" shall mean, with respect to the Property, the
sum of the following costs associated with the Property for the relevant Fiscal
Year or payment period: (i) Taxes and (ii) Insurance Premiums.

          "BORROWER" shall mean Inland Western Hickory-Catawba, L.L.C., together
with its permitted successors and assigns.

          "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which national banks in New York, New York are not open for
business.

          "CAPITAL EXPENDITURES" shall mean, for any period, the amount expended
for items capitalized under accounting principles reasonably acceptable to
Lender, consistently applied (including expenditures for building improvements
or major repairs, leasing commissions and tenant improvements).

          "CASH EXPENSES" shall mean, for any period, the operating expenses for
the operation of the Property as set forth in an Approved Annual Budget to the
extent that such expenses are actually incurred by Borrower minus any payments
into the Tax and Insurance Escrow Fund.

          "CASH MANAGEMENT AGREEMENT" shall have the meaning specified in
Section 2.6.3.

          "CASH MANAGEMENT TERMINATION EVENT" shall mean the Debt Service
Coverage Ratio shall be equal to or greater than 1.35 to 1.0 for two (2)
complete, consecutive calendar quarters following the calendar quarter in which
the Cash Management Trigger caused by a Debt Service Coverage Ratio deficiency
occurred, PROVIDED, HOWEVER, there shall not be more than two (2) Cash
Management Termination Events during the term of the Loan.

          "CASH MANAGEMENT TRIGGER" shall mean (i) the existence of an Event of
Default, (ii) the bankruptcy or insolvency of Borrower or Manager, or (iii)
Lender's determination that the Debt Service Coverage Ratio for the preceding
six (6) months annualized is less than or equal to 1.25 to 1.0.

          "CASUALTY" shall have the meaning specified in Section 6.2 hereof.

          "CASUALTY/CONDEMNATION PREPAYMENT" shall have the meaning specified in
Section 6.4(e) hereof.

                                        2


          "CASUALTY CONSULTANT" shall have the meaning set forth in Section
6.4(b)(iii) hereof.

          "CASUALTY RETAINAGE" shall have the meaning set forth in Section
6.4(b)(iv) hereof.

          "CLOSING DATE" shall mean the date of the funding of the Loan.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended, as it
may be further amended from time to time, and any successor statutes thereto,
and applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.

          "CONDEMNATION" shall mean a temporary or permanent taking by any
Governmental Authority as the result or in lieu or in anticipation of the
exercise of the right of condemnation or eminent domain, of all or any part of
the Property, or any interest therein or right accruing thereto, including any
right of access thereto or any change of grade affecting the Property or any
part thereof.

          "DEBT" shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and the Note together with all interest accrued and
unpaid thereon and all other sums (including the Prepayment Consideration) due
to Lender in respect of the Loan under the Note, this Agreement, the Mortgage or
any other Loan Document.

          "DEBT SERVICE" shall mean, with respect to any particular period of
time, scheduled interest payments under the Note.

          "DEBT SERVICE COVERAGE RATIO" shall mean a ratio for the applicable
period in which:

          (a)       the numerator is the Net Operating Income (excluding
interest on credit accounts) for such period as set forth in the statements
required hereunder, without deduction for (i) actual management fees incurred in
connection with the operation of the Property, (ii) amounts paid to the Reserve
Funds, less (A) management fees equal to the greater of (1) assumed management
fees of four and a half percent (4.5%) of Gross Income from Operations or (2)
the actual management fees incurred, (B) assumed Replacement Reserve Fund
contributions equal to $0.15 per square foot of gross leaseable area at the
Property; and (C) assumed reserves for tenant improvements and leasing
commissions equal to $0.33 per square foot of gross leaseable area at the
Property; and

          (b)       the denominator is the aggregate amount of interest due and
payable on the Note for such applicable period.

          "DEFAULT" shall mean the occurrence of any event hereunder or under
any other Loan Document which, but for the giving of notice or passage of time,
or both, would be an Event of Default.

                                        3


          "DEFAULT RATE" shall mean, with respect to the Loan, a rate per annum
equal to the lesser of (a) the maximum rate permitted by applicable law, or (b)
five percent (5%) above the Interest Rate.

          "DISCLOSURE DOCUMENT" shall have the meaning set forth in Section 9.2
hereof.

          "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account from
all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or
trust company which complies with the definition of Eligible Institution or (b)
a segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R. Section
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority. An Eligible Account will not be evidenced by a certificate of
deposit, passbook or other instrument.

          "ELIGIBLE INSTITUTION" shall mean a depository institution or trust
company insured by the Federal Deposit Insurance Corporation the short term
unsecured debt obligations or commercial paper of which are rated at least A-1
by Standard & Poor's Ratings Services, P-1 by Moody's Investors Service, Inc.,
and F-1+ by Fitch, Inc. in the case of accounts in which funds are held for 30
days or less (or, in the case of accounts in which funds are held for more than
30 days, the long term unsecured debt obligations of which are rated at least
"AA" by Fitch and S&P and "Aa" by Moody's).

          "ENVIRONMENTAL INDEMNITY" shall mean that certain Environmental
Indemnity Agreement executed by Borrower in connection with the Loan for the
benefit of Lender, as the same may be amended, restated, replaced, supplemented
or otherwise modified from time to time.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "EVENT OF DEFAULT" shall have the meaning set forth in Section 8.1(a)
hereof.

          "EXCESS CASH FLOW" shall have the meaning specified in Section 2.6.3.

          "EXCHANGE ACT" shall have the meaning set forth in Section 9.2 hereof.

          "FISCAL YEAR" shall mean each twelve (12) month period commencing on
January 1 and ending on December 31 during each year of the term of the Loan.

          "GOVERNMENTAL AUTHORITY" shall mean any court, board, agency,
commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.

          "GROSS INCOME FROM OPERATIONS" shall mean all sustainable income as
reported on the financial statements delivered by the Borrower in accordance
with this Agreement,

                                        4


computed in accordance with accounting principles reasonably acceptable to
Lender, consistently applied, derived from the ownership and operation of the
Property from whatever source, INCLUDING, but not limited to, (i) Rents from
Tenants that are in occupancy, open for business and paying unabated Rent, (ii)
utility charges, (iii) escalations, (iv) intentionally omitted; (v) service fees
or charges, (vi) license fees, (vii) parking fees, and (viii) other required
pass-throughs but EXCLUDING (i) Rents from Tenants that are subject to any
bankruptcy proceeding (unless such Tenant has affirmed its Lease or Inland
Western Retail Real Estate Trust, Inc. has master leased such Tenant's premises
for full contract rent for a period not less than three years, and the net worth
of Inland Western Retail Real Estate Trust, Inc. (as determined by Lender) is
not less than such entity's net worth as of September 30, 2003), or are not in
occupancy, open for business or paying unabated Rent, (ii) sales, use and
occupancy or other taxes on receipts required to be accounted for by Borrower to
any Governmental Authority, (iii) refunds and uncollectible accounts, (iv) sales
of furniture, fixtures and equipment, (v) Insurance Proceeds (other than
business interruption or other loss of income insurance), (vi) Awards, (vii)
unforfeited security deposits, (viii) utility and other similar deposits and
(ix) any disbursements to Borrower from the Reserve Funds. Gross income shall
not be diminished as a result of the Mortgage or the creation of any intervening
estate or interest in the Property or any part thereof.

          "IMPROVEMENTS" shall have the meaning set forth in the granting clause
of the Mortgage with respect to the Property.

          "INDEBTEDNESS" of a Person, at a particular date, means the sum
(without duplication) at such date of (a) indebtedness or liability for borrowed
money; (b) obligations evidenced by bonds, debentures, notes, or other similar
instruments; (c) obligations for the deferred purchase price of property or
services (including trade obligations); (d) obligations under letters of credit;
(e) obligations under acceptance facilities; (f) all guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds, to invest in any Person or entity, or otherwise to assure a
creditor against loss; and (g) obligations secured by any Liens, whether or not
the obligations have been assumed.

          "INDEMNITOR" shall mean Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation.

          "INDEMNITY AGREEMENT" shall mean that certain Indemnity Agreement
dated as of the Closing Date by Borrower and Indemnitor in favor of Lender.

          "INDEPENDENT DIRECTOR" shall mean a director of a corporation or a
limited liability company who is not at the time of initial appointment, or at
any time while serving as a director of such an entity, and has not been at any
time during the preceding five (5) years: (a) a stockholder, director (with the
exception of serving as the Independent Director), officer, employee, partner,
attorney or counsel of the Borrower or any Affiliate of either of them; (b) a
customer, supplier or other person who derives any of its purchases or revenues
from its activities with the Borrower or any Affiliate of either of them; (c) a
Person controlling or under common control with any such stockholder, director,
officer, partner, customer, supplier or other Person; or (d) a member of the
immediate family of any such stockholder, director, officer,

                                        5


employee, partner, customer, supplier or other person. As used in this
definition, the term "control" means the possession, directly or indirectly, of
the power to direct or cause the direction of management, policies or activities
of a Person, whether through ownership of voting securities, by contract or
otherwise.

          "INLAND WESTERN RETAIL REAL ESTATE TRUST, INC." shall mean Inland
Western Retail Real Estate Trust, Inc., a Maryland corporation.

          "INSOLVENCY OPINION" shall have the meaning set forth in Section 3.1.6
hereof.

          "INSURANCE PREMIUMS" shall have the meaning set forth in Section
6.1(b) hereof.

          "INSURANCE PROCEEDS" shall have the meaning set forth in Section
6.4(b) hereof.

          "INTEREST RATE" shall mean four and 531/1000 percent (4.531%) per
annum.

          "LEASE" shall mean any lease, sublease or subsublease, letting,
license, concession or other agreement (whether written or oral and whether now
or hereafter in effect) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Property of Borrower, and every modification, amendment or other agreement
relating to such lease, sublease, subsublease, or other agreement entered into
in connection with such lease, sublease, subsublease, or other agreement and
every guarantee of the performance and observance of the covenants, conditions
and agreements to be performed and observed by the other party thereto.

          "LEGAL REQUIREMENTS" shall mean, with respect to the Property, all
federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations, ordinances, judgments, decrees and injunctions of
Governmental Authorities affecting the Property or any part thereof, or the
construction, use, alteration or operation thereof, or any part thereof, whether
now or hereafter enacted and in force, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments, either of record or
known to Borrower, at any time in force affecting the Property or any part
thereof, including, without limitation, any which may (a) require repairs,
modifications or alterations in or to the Property or any part thereof, or (b)
in any way limit the use and enjoyment thereof.

          "LENDER" shall mean Bear Stearns Commercial Mortgage, Inc., together
with its successors and assigns.

          "LICENSES" shall have the meaning set forth in Section 4.1.22 hereof.

          "LIEN" shall mean, with respect to the Property, any mortgage, deed
of trust, deed to secure debt, lien, pledge, hypothecation, assignment, security
interest, or any other encumbrance, charge or transfer of, on or affecting
Borrower, the Property, any portion thereof or any interest therein, including,
without limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the

                                        6


foregoing, the filing of any financing statement, and mechanic's, materialmen's
and other similar liens and encumbrances.

          "LOAN" shall mean the loan made by Lender to Borrower pursuant to this
Agreement.

          "LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Note,
the Mortgage, the Assignment of Leases and Rents, the Environmental Indemnity,
the Assignment of Management Agreement, the Indemnity Agreement and all other
documents executed and/or delivered in connection with the Loan.

          "LOCKBOX ACCOUNT" shall have the meaning set forth in Section 2.6.3
hereof.

          "LOCKBOX BANK" shall have the meaning set forth in Section 2.6.3
hereof.

          "LOCKBOX TRIGGER" shall mean (i) Lender's determination that the Debt
Service Coverage Ratio for the preceding six (6) months annualized is less than
or equal to 1.75 to 1.0 or (ii) a Cash Management Trigger.

          "MANAGEMENT AGREEMENT" shall mean, with respect to the Property, the
management agreement entered into by and between Borrower and the Manager,
pursuant to which the Manager is to provide management and other services with
respect to the Property.

          "MANAGER" shall mean Inland Northwest Management Corp.

          "MATURITY DATE" shall mean February 1, 2009, or such other date on
which the final payment of principal of the Note becomes due and payable as
therein or herein provided, whether at such stated maturity date, by declaration
of acceleration, or otherwise.

          "MAXIMUM LEGAL RATE" shall mean the maximum nonusurious interest rate,
if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Note and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

          "MONTHLY DEBT SERVICE PAYMENT AMOUNT" shall mean an amount equal to
$89,298.46.

          "MORTGAGE" shall mean, with respect to the Property, that certain
first priority Deed of Trust, Assignment of Leases and Rents, Security Agreement
and Fixture Filing, dated the Closing Date, executed and delivered by Borrower
as security for the Loan and encumbering the Property, as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time.

          "NET CASH FLOW" for any period shall mean the amount obtained by
subtracting Operating Expenses and Capital Expenditures for such period from
Gross Income from Operations for such period.

                                        7


          "NET CASH FLOW AFTER DEBT SERVICE" for any period shall mean the
amount obtained by subtracting Debt Service for such period from Net Cash Flow
for such period.

          "NET CASH FLOW SCHEDULE" shall have the meaning set forth in
Section 5.1.11(b) hereof.

          "NET OPERATING INCOME" shall mean the amount obtained by subtracting
from Gross Income from Operations (i) Operating Expenses, and (ii) a vacancy
allowance equal to the greater of (x) market vacancy (as reasonably determined
by Lender), less actual vacancy, and (y) underwritten vacancy of 5%, less actual
vacancy. Notwithstanding the foregoing, if actual vacancy exceeds market vacancy
and underwritten vacancy, then there shall be no adjustment for a vacancy
allowance.

          "NET PROCEEDS" shall have the meaning set forth in Section 6.4(b)
hereof.

          "NET PROCEEDS PREPAYMENT" shall have the meaning set forth in
Section 6.4(e) hereof.

          "NET PROCEEDS DEFICIENCY" shall have the meaning set forth in
Section 6.4(b)(vi) hereof.

          "NOTE" shall mean that certain Promissory Note of even date herewith
in the principal amount of Twenty Three Million Six Hundred Fifty Thousand and
NO/100 Dollars ($23,650,000.00), made by Borrower in favor of Lender, as the
same may be amended, restated, replaced, supplemented or otherwise modified from
time to time.

          "OFFICERS' CERTIFICATE" shall mean a certificate delivered to Lender
by Borrower which is signed by an authorized senior officer of Sole Member.

          "OPERATING EXPENSES" shall mean the total of all expenditures,
computed in accordance with accounting principles reasonably acceptable to
Lender, consistently applied, of whatever kind relating to the operation,
maintenance and management of the Property that are incurred on a regular
monthly or other periodic basis, including without limitation, utilities,
ordinary repairs and maintenance, insurance, license fees, property taxes and
assessments, advertising expenses, management fees, payroll and related taxes,
computer processing charges, operational equipment or other lease payments as
approved by Lender, and other similar costs, but excluding depreciation, Debt
Service, Capital Expenditures and contributions to the Reserve Funds.

          "OTHER CHARGES" shall mean all ground rents, maintenance charges,
impositions other than Taxes, and any other charges, including, without
limitation, vault charges and license fees for the use of vaults, chutes and
similar areas adjoining the Property, now or hereafter levied or assessed or
imposed against the Property or any part thereof.

          "OTHER CONTRACT FUNDS" shall mean any payment due to Borrower under
any of the agreements described on SCHEDULE X.

                                        8


          "PAYMENT DATE" shall mean the first (1st) day of each calendar month
during the term of the Loan or, if such day is not a Business Day, the
immediately succeeding Business Day.

          "PERMITTED ENCUMBRANCES" shall mean, with respect to the Property,
collectively, (a) the Liens and security interests created by the Loan
Documents, (b) all Liens, encumbrances and other matters disclosed in the Title
Insurance Policy relating to the Property or any part thereof, (c) Liens, if
any, for Taxes imposed by any Governmental Authority not yet due or delinquent,
and (d) such other title and survey exceptions as Lender has approved or may
approve in writing in Lender's reasonable discretion, which Permitted
Encumbrances in the aggregate do not materially adversely affect the value or
use of the Property or Borrower's ability to repay the Loan.

          "PERMITTED INVESTMENTS" shall mean any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
including those issued by Servicer, the trustee under any Securitization or any
of their respective Affiliates, payable on demand or having a maturity date not
later than the Business Day immediately prior to the first Payment Date
following the date of acquiring such investment and meeting one of the
appropriate standards set forth below:

          (i)       obligations of, or obligations fully guaranteed as to
     payment of principal and interest by, the United States or any agency or
     instrumentality thereof provided such obligations are backed by the full
     faith and credit of the United States of America including, without
     limitation, obligations of: the U.S. Treasury (all direct or fully
     guaranteed obligations), the Farmers Home Administration (certificates of
     beneficial ownership), the General Services Administration (participation
     certificates), the U.S. Maritime Administration (guaranteed Title XI
     financing), the Small Business Administration (guaranteed participation
     certificates and guaranteed pool certificates), the U.S. Department of
     Housing and Urban Development (local authority bonds) and the Washington
     Metropolitan Area Transit Authority (guaranteed transit bonds); PROVIDED,
     HOWEVER, that the investments described in this clause must (A) have a
     predetermined fixed dollar of principal due at maturity that cannot vary or
     change, (B) if rated by S&P, must not have an "r" highlighter affixed to
     their rating, (C) if such investments have a variable rate of interest,
     such interest rate must be tied to a single interest rate index plus a
     fixed spread (if any) and must move proportionately with that index, and
     (D) such investments must not be subject to liquidation prior to their
     maturity;

          (ii)      Federal Housing Administration debentures;

          (iii)     obligations of the following United States government
     sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
     the Farm Credit System (consolidated systemwide bonds and notes), the
     Federal Home Loan Banks (consolidated debt obligations), the Federal
     National Mortgage Association (debt obligations), the Student Loan
     Marketing Association (debt obligations), the Financing Corp. (debt
     obligations), and the Resolution Funding Corp. (debt obligations);
     PROVIDED, HOWEVER, that the investments described in this clause must (A)
     have a predetermined fixed dollar of principal due at maturity that cannot
     vary or change, (B) if rated by S&P, must not

                                        9


     have an "r" highlighter affixed to their rating, (C) if such investments
     have a variable rate of interest, such interest rate must be tied to a
     single interest rate index plus a fixed spread (if any) and must move
     proportionately with that index, and (D) such investments must not be
     subject to liquidation prior to their maturity;

          (iv)      federal funds, unsecured certificates of deposit, time
     deposits, bankers' acceptances and repurchase agreements with maturities of
     not more than 365 days of any bank, the short term obligations of which at
     all times are rated in the highest short term rating category by each
     Rating Agency (or, if not rated by all Rating Agencies, rated by at least
     one Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (v)       fully Federal Deposit Insurance Corporation-insured demand
     and time deposits in, or certificates of deposit of, or bankers'
     acceptances issued by, any bank or trust company, savings and loan
     association or savings bank, the short term obligations of which at all
     times are rated in the highest short term rating category by each Rating
     Agency (or, if not rated by all Rating Agencies, rated by at least one
     Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (vi)      debt obligations with maturities of not more than 365 days
     and at all times rated by each Rating Agency (or, if not rated by all
     Rating Agencies, rated by at least one Rating Agency and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities) in its highest long-term unsecured
     rating category; PROVIDED, HOWEVER, that the investments described in this
     clause must (A) have a predetermined fixed dollar of principal due at
     maturity that cannot vary or change, (B) if rated by S&P, must not have an
     "r" highlighter affixed to their rating, (C) if such investments have a
     variable rate of interest, such interest rate must be tied to a single
     interest rate index plus a fixed spread

                                       10


     (if any) and must move proportionately with that index, and (D) such
     investments must not be subject to liquidation prior to their maturity;

          (vii)     commercial paper (including both non-interest-bearing
     discount obligations and interest-bearing obligations payable on demand or
     on a specified date not more than one year after the date of issuance
     thereof) with maturities of not more than 365 days and that at all times is
     rated by each Rating Agency (or, if not rated by all Rating Agencies, rated
     by at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) in its
     highest short-term unsecured debt rating; PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (viii)    units of taxable money market funds, which funds are
     regulated investment companies, seek to maintain a constant net asset value
     per share and invest solely in obligations backed by the full faith and
     credit of the United States, which funds have the highest rating available
     from each Rating Agency (or, if not rated by all Rating Agencies, rated by
     at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) for money
     market funds; and

          (ix)      any other security, obligation or investment which has been
     approved as a Permitted Investment in writing by (a) Lender and (b) each
     Rating Agency, as evidenced by a written confirmation that the designation
     of such security, obligation or investment as a Permitted Investment will
     not, in and of itself, result in a downgrade, qualification or withdrawal
     of the initial, or, if higher, then current ratings assigned to the
     Securities by such Rating Agency;

PROVIDED, HOWEVER, that no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a right to receive only
interest payments or (B) the right to receive principal and interest payments on
such obligation or security are derived from an underlying investment that
provides a yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment.

          "PERMITTED PREPAYMENT DATE" shall mean the date that is three (3)
years from the first day of the calendar month immediately following the Closing
Date.

          "PERSON" shall mean any individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

                                       11


          "PERSONAL PROPERTY" shall have the meaning set forth in the granting
clause of the Mortgage with respect to the Property.

          "PHYSICAL CONDITIONS REPORT" shall mean, with respect to the Property,
a report prepared by a company satisfactory to Lender regarding the physical
condition of the Property, satisfactory in form and substance to Lender in its
sole discretion, which report shall, among other things, (a) confirm that the
Property and its use complies, in all material respects, with all applicable
Legal Requirements (including, without limitation, zoning, subdivision and
building laws) and (b) include a copy of a final certificate of occupancy with
respect to all Improvements on the Property.

          "POLICIES" shall have the meaning specified in Section 6.1(b) hereof.

          "PREPAYMENT CONSIDERATION" shall have the meaning set forth in Section
2.3.1.

          "PREPAYMENT RATE" shall mean the bond equivalent yield (in the
secondary market) on the United States Treasury Security that as of the
Prepayment Rate Determination Date has a remaining term to maturity closest to,
but not exceeding, the remaining term to the Maturity Date, as most recently
published in the "Treasury Bonds, Notes and Bills" section in The Wall Street
Journal as of the date of the related tender of the payment. If more than one
issue of United States Treasury Securities has the remaining term to the
Maturity Date referred to above, the "Prepayment Rate" shall be the yield on the
United States Treasury Security most recently issued as of such date. If the
publication of the Prepayment Rate in The Wall Street Journal is discontinued,
Lender shall determine the Prepayment Rate on the basis of "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication, published by
the Board of Governors of the Federal Reserve System, or on the basis of such
other publication or statistical guide as Lender may reasonably select.

          "PREPAYMENT RATE DETERMINATION DATE" shall mean the date which is five
(5) Business Days prior to the prepayment date.

          "PROPERTY" shall mean the parcel of real property, the Improvements
thereon and all personal property owned by Borrower and encumbered by the
Mortgage, together with all rights pertaining to such property and Improvements,
as more particularly described in the Granting Clauses of the Mortgage and
referred to therein as the "Property".

          "PROVIDED INFORMATION" shall have the meaning set forth in Section
9.1(a) hereof.

          "QUALIFYING ENTITY" shall have the meaning set forth in Section
5.2.13(b) hereof.

          "QUALIFYING MANAGER" shall mean either (a) a reputable and experienced
management organization reasonably satisfactory to Lender, which organization or
its principals possess at least ten (10) years experience in managing properties
similar in size, scope and value of the Property and which, on the date Lender
determines whether such management organization is a Qualifying Manager, manages
at least one million square feet of retail space, provided that Borrower shall
have obtained prior written confirmation from the Rating Agency that management
of the Property by such entity will not cause a downgrading, withdrawal or

                                       12


qualification of the then current rating of the securities issued pursuant to
the Securitization, or (b) the fee owner of the Property, provided that such
owner possesses experience in managing and operating properties similar in size,
scope and value of the Property. Lender acknowledges that on the Closing Date
Inland Northwest Management Corp. shall be deemed to be a Qualifying Manager.

          "RATING AGENCIES" shall mean each of Standard & Poor's Ratings
Services, a division of McGraw-Hill, Inc., Moody's Investors Service, Inc. and
Fitch, Inc., or any other nationally-recognized statistical rating agency which
has been approved by Lender.

          "RATING SURVEILLANCE CHARGE" shall have the meaning set forth in
Section 9.3 hereof.

          "RELEVANT LEASING THRESHOLD" shall mean, any Lease for an amount of
leaseable square footage equal to or greater than 10,000 square feet.

          "RELEVANT RESTORATION THRESHOLD" shall mean Three Hundred Fifty
Thousand and No/100 dollars ($350,000.00).

          "REMIC TRUST" shall mean a "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code that holds the Note.

          "RENTS" shall mean, with respect to the Property, all rents, rent
equivalents, moneys payable as damages or in lieu of rent or rent equivalents,
royalties (including, without limitation, all oil and gas or other mineral
royalties and bonuses), income, receivables, receipts, revenues, deposits
(including, without limitation, security, utility and other deposits), accounts,
cash, issues, profits, charges for services rendered, and other consideration of
whatever form or nature received by or paid to or for the account of or benefit
of Borrower or its agents or employees from any and all sources arising from or
attributable to the Property, and proceeds, if any, from business interruption
or other loss of income insurance, including the Other Contract Funds.

          "REPLACEMENT RESERVE ACCOUNT" shall have the meaning set forth in
Section 7.3.1 hereof.

          "REPLACEMENT RESERVE FUND" shall have the meaning set forth in Section
7.3.1 hereof.

          "REPLACEMENT RESERVE MONTHLY DEPOSIT" shall have the meaning set forth
in Section 7.3.1 hereof.

          "REPLACEMENTS" shall have the meaning set forth in Section 7.3.1(a)
hereof.

          "REQUIRED REPAIR ACCOUNT" shall have the meaning set forth in Section
7.1.1 hereof.

          "REQUIRED REPAIR FUND" shall have the meaning set forth in Section
7.1.1 hereof.

                                       13


          "REQUIRED REPAIRS" shall have the meaning set forth in Section 7.1.1
hereof.

          "RESERVE FUNDS" shall mean the Tax and Insurance Escrow Fund, the
Replacement Reserve Fund, the Required Repair Fund (if any), or any other escrow
fund established by the Loan Documents.

          "RESTORATION" shall have the meaning set forth in Section 6.2 hereof.

          "SECURITIES" shall have the meaning set forth in Section 9.1 hereof.

          "SECURITIES ACT" shall have the meaning set forth in Section 9.2
hereof.

          "SECURITIZATION" shall have the meaning set forth in Section 9.1
hereof.

          "SERVICER" shall have the meaning set forth in Section 9.6 hereof.

          "SERVICING AGREEMENT" shall have the meaning set forth in Section 9.6
hereof.

          "SEVERED LOAN DOCUMENTS" shall have the meaning set forth in Section
8.2(c) hereof.

          "SEVERING DOCUMENTATION" shall have the meaning set forth in Section
9.7 hereof.

          "SOLE MEMBER" shall mean Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation.

          "SPECIAL PURPOSE ENTITY" means a corporation, limited partnership,
limited liability company, or Delaware statutory trust which at all times on and
after the Closing Date:

          (i)       is organized solely for the purpose of (A) acquiring,
     developing, owning, holding, selling, leasing, transferring, exchanging,
     managing and operating the Property, entering into this Agreement with the
     Lender, refinancing the Property in connection with a permitted repayment
     of the Loan, and transacting lawful business that is incident, necessary
     and appropriate to accomplish the foregoing; or (B) acting as a general
     partner of the limited partnership that owns the Property, a member of the
     limited liability company that owns the Property or the beneficiary or
     trustee of a Delaware statutory trust that owns the Property;

          (ii)      is not engaged and will not engage in any business unrelated
     to (A) the acquisition, development, ownership, management or operation of
     the Property, (B) acting as general partner of the limited partnership that
     owns the Property, (C) acting as a member of the limited liability company
     that owns the Property, or (D) acting as the beneficiary or trustee of a
     Delaware statutory trust that owns the Property, as applicable;

          (iii)     does not have and will not have any assets other than those
     related to the Property or its partnership interest in the limited
     partnership, the member interest in the limited liability company or the
     beneficial interest in the Delaware statutory trust that

                                       14


     owns the Property or acts as the general partner, managing member or
     beneficiary or trustee thereof, as applicable;

          (iv)      has not engaged, sought or consented to and will not engage
     in, seek or consent to any dissolution, winding up, liquidation,
     consolidation, merger, sale of all or substantially all of its assets,
     transfer of partnership, membership or beneficial or trustee interests (if
     such entity is a general partner in a limited partnership, a member in a
     limited liability company or a beneficiary of a Delaware trust) or
     amendment of its limited partnership agreement, articles of incorporation,
     articles of organization, certificate of formation, operating agreement or
     trust formation and governance documents (as applicable) with respect to
     the matters set forth in this definition;

          (v)       if such entity is a limited partnership, has as its only
     general partners, Special Purpose Entities that are corporations, limited
     partnerships or limited liability companies;

          (vi)      if such entity is a corporation, has at least one (1)
     Independent Director, and has not caused or allowed and will not cause or
     allow the board of directors of such entity to take any action related to a
     bankruptcy or insolvency proceeding or a voluntary dissolution without the
     unanimous affirmative vote of 100% of the members of its board of
     directors, including the Independent Director;

          (vii)     if such entity is a limited liability company and such
     limited liability company has more than one member, such limited liability
     company has as its manager a Special Purpose Entity that is a corporation
     and that owns at least 1.0% (one percent) of the equity of the limited
     liability company;

          (viii)    if such entity is a limited liability company and such
     limited liability company has only one member, such limited liability
     company (a) has been formed under Delaware law, and (b) has either a
     corporation or other person or entity that shall become a member of the
     limited liability company upon the dissolution or disassociation of the
     member, and (c) has a board of directors with not less than one (1)
     Independent Director, and (d) will not cause or allow its board of
     directors to take any action related to a bankruptcy or insolvency
     proceeding or a voluntary dissolution without the unanimous affirmative
     vote of 100% of the members of its board of directors, including the
     Independent Director;

          (ix)      if such entity is (a) a limited liability company, has
     articles of organization, a certificate of formation and/or an operating
     agreement, as applicable, (b) a limited partnership, has a limited
     partnership agreement, (c) a corporation, has a certificate of
     incorporation or articles, or (d) a Delaware statutory trust, has
     organizational documents that, in each case, provide that such entity will
     not: (1) dissolve, merge, liquidate, consolidate; (2) except as permitted
     herein, sell all or substantially all of its assets or the assets of the
     Borrower (as applicable) except as permitted herein; (3) engage in any
     other business activity, or amend its organizational documents with respect
     to the matters set forth in this definition without the consent of the
     Lender; or (4) without the affirmative vote of all directors of the
     corporation (that is

                                       15


     such entity or the general partner or managing or co-managing member or
     manager of such entity), file a bankruptcy or insolvency petition or
     otherwise institute insolvency proceedings with respect to itself or to any
     other entity in which it has a direct or indirect legal or beneficial
     ownership interest;

          (x)       has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except (A) in the ordinary course
     of its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party and (B)
     in connection with this Agreement;

          (xi)      is solvent and pays its debts and liabilities (including, as
     applicable, shared personnel and overhead expenses) from its assets as the
     same become due, and is maintaining adequate capital for the normal
     obligations reasonably foreseeable in a business of its size and character
     and in light of its contemplated business operations;

          (xii)     has not failed and will not fail to correct any known
     misunderstanding regarding the separate identity of such entity;

          (xiii)    will file its own tax returns; PROVIDED, however, that
     Borrower's assets and income may be included in a consolidated tax return
     of its parent companies if inclusion on such consolidated tax return is in
     compliance with applicable law;

          (xiv)     has maintained and will maintain its own resolutions and
     agreements;

          (xv)      (a) has not commingled and will not commingle its funds or
     assets with those of any other Person and (b) has not participated and will
     not participate in any cash management system with any other Person, except
     with respect to a custodial account maintained by the Manager on behalf of
     Affiliates of Borrower and, with respect to funds in such custodial
     account, has separately accounted, and will continue to separately account
     for, each item of income and expense applicable to the Property and
     Borrower;

          (xvi)     has held and will hold its assets in its own name;

          (xvii)    has conducted and will conduct its business in its name or
     in a name franchised or licensed to it by an entity other than an Affiliate
     of Borrower;

          (xviii)   has maintained and will maintain its balance sheets,
     operating statements and other entity documents separate from any other
     Person and has not permitted and will not permit its assets to be listed as
     assets on the financial statement of any other entity except as required or
     permitted by applicable accounting principles acceptable to Lender,
     consistently applied; PROVIDED, HOWEVER, that (i) any such consolidated
     financial statement shall contain a note indicating that it maintains
     separate balance sheets and operating statements for the Borrower and the
     Property, or (ii) if such Person is controlled by Inland Western Retail
     Real Estate Trust, Inc., then such Person may be included in the
     consolidated financial statement of Inland Western Retail Real Estate
     Trust, Inc. provided such consolidated financial statement contains a note
     indicating that

                                       16


     it maintains separate financial records for each Person controlled by
     Inland Western Retail Real Estate Trust, Inc.;

          (xix)     has a sufficient number of employees in light of its
     contemplated business operations, which may be none;

          (xx)      has observed and will observe all partnership, corporate,
     limited liability company or Delaware statutory trust formalities, as
     applicable

          (xxi)     has and will have no Indebtedness (including loans (whether
     or not such loans are evidenced by a written agreement) between Borrower
     and any Affiliates of Borrower and relating to the management of funds in
     the custodial account maintained by the Manager) other than (i) the Loan,
     (ii) liabilities incurred in the ordinary course of business relating to
     the ownership and operation of the Property and the routine administration
     of Borrower, which liabilities are not more than sixty (60) days past the
     date incurred (unless disputed in accordance with applicable law), are not
     evidenced by a note and are paid when due, and which amounts are normal and
     reasonable under the circumstances, and (iii) such other liabilities that
     are permitted pursuant to this Agreement;

          (xxii)    has not and will not assume or guarantee or become obligated
     for the debts of any other Person or hold out its credit as being available
     to satisfy the obligations of any other Person except as permitted pursuant
     to this Agreement;

          (xxiii)   has not and will not acquire obligations or securities of
     its partners, members, beneficiaries or shareholders or any other
     Affiliate;

          (xxiv)    has allocated and will allocate fairly and reasonably any
     overhead expenses that are shared with any Affiliate, including, but not
     limited to, paying for shared office space and services performed by any
     employee of an affiliate;

          (xxv)     has not maintained or used, and will not maintain or use,
     invoices and checks bearing the name of any other Person, PROVIDED,
     HOWEVER, that Manager, on behalf of such Person, may maintain and use
     invoices and checks bearing Manager's name;

          (xxvi)    has not pledged and will not pledge its assets for the
     benefit of any other Person except as permitted or required pursuant to
     this Agreement;

          (xxvii)   has held itself out and identified itself and will hold
     itself out and identify itself as a separate and distinct entity under its
     own name or in a name franchised or licensed to it by an entity other than
     an Affiliate of Borrower and not as a division or part of any other Person,
     except for services rendered by Manager under the Management Agreement, so
     long as Manager holds itself out as an agent of the Borrower;

          (xxviii)  has maintained and will maintain its assets in such a manner
     that it will not be costly or difficult to segregate, ascertain or identify
     its individual assets from those of any other Person;

                                       17


          (xxix)    has not made and will not make loans to any Person or hold
     evidence of indebtedness issued by any other Person or entity (other than
     cash and investment-grade securities issued by an entity that is not an
     Affiliate of or subject to common ownership with such entity);

          (xxx)     has not identified and will not identify its partners,
     members, beneficiaries or shareholders, or any Affiliate of any of them, as
     a division or part of it, and has not identified itself and shall not
     identify itself as a division of any other Person;

          (xxxi)    has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except (A) in the ordinary course
     of its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party and (B)
     in connection with this Agreement;

          (xxxii)   does not and will not have any of its obligations guaranteed
     by any Affiliate except as otherwise required in the Loan Documents; and

          (xxxiii)  has complied and will comply with all of the terms and
     provisions contained in its organizational documents. The statement of
     facts contained in its organizational documents are true and correct and
     will remain true and correct.

          "STATE" shall mean, with respect to the Property, the State or
Commonwealth in which the Property or any part thereof is located.

          "SURVEY" shall mean a survey of the Property in question prepared by a
surveyor licensed in the State and satisfactory to Lender and the company or
companies issuing the Title Insurance Policy, and containing a certification of
such surveyor satisfactory to Lender.

          "TAX AND INSURANCE ESCROW FUND" shall have the meaning set forth in
Section 7.2 hereof regardless of whether the funds held therein are held by
Lender for the payment of Taxes or Insurance Premiums or both.

          "TAXES" shall mean all real estate and personal property taxes,
assessments, water rates or sewer rents, now or hereafter levied or assessed or
imposed against the Property or any part thereof.

          "TENANT" shall mean any person or entity with a possessory right to
all or any part of the Property pursuant to a Lease or other written agreement.

          "TENANT DIRECTION LETTER" shall mean a letter in the form of Schedule
I attached hereto from Borrower to the tenant under each Lease with respect to
the Property (whether such Lease is presently effective or executed after the
date hereof) directing such tenant to send directly to the Lockbox Account all
payments of Rent payable to Borrower under such Lease.

          "TERRORISM INSURANCE GUARANTOR" shall have the meaning set forth in
Section 6.1 hereof.

                                       18


          "TITLE INSURANCE POLICY" shall mean, with respect to the Property, an
ALTA mortgagee title insurance policy in the form (acceptable to Lender) (or, if
the Property is in a State which does not permit the issuance of such ALTA
policy, such form as shall be permitted in such State and acceptable to Lender)
issued with respect to the Property and insuring the lien of the Mortgage
encumbering the Property.

          "TRANSFEREE" shall have the meaning set forth in Section 5.2.13
hereof.

          "TRUSTEE" shall have the meaning set forth in the Mortgage.

          "UCC" or "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial
Code as in effect in the applicable State in which the Property is located.

          "U.S. OBLIGATIONS" shall mean direct non-callable obligations of the
United States of America as defined in Section 2(a)(16) of the Investment
Company Act as amended (15 USC 80a-1) stated in REMIC Section 1.86 OG-2(a)(8).

          Section 1.2     PRINCIPLES OF CONSTRUCTION. All references to sections
and schedules are to sections and schedules in or to this Agreement unless
otherwise specified. All uses of the word "including" shall mean "including,
without limitation" unless the context shall indicate otherwise. Unless
otherwise specified, the words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. Unless otherwise
specified, all meanings attributed to defined terms herein shall be equally
applicable to both the singular and plural forms of the terms so defined.

                                   ARTICLE II

                                  GENERAL TERMS

          Section 2.1     LOAN COMMITMENT; DISBURSEMENT TO BORROWER.

          2.1.1     THE LOAN. Subject to and upon the terms and conditions set
forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept
the Loan on the Closing Date.

          2.1.2     DISBURSEMENT TO BORROWER. Borrower may request and receive
only one borrowing hereunder in respect of the Loan and any amount borrowed and
repaid hereunder in respect of the Loan may not be reborrowed.

          2.1.3     THE NOTE, MORTGAGE AND LOAN DOCUMENTS. The Loan shall be
evidenced by the Note and secured by the Mortgage, the Assignment of Leases and
the other Loan Documents.

          2.1.4     USE OF PROCEEDS. Borrower shall use the proceeds of the Loan
to (a) repay and discharge any existing loans relating to the Property, (b) pay
all past-due Basic Carrying Costs, if any, in respect of the Property, (c) make
deposits into the Reserve Funds on the Closing Date in the amounts provided
herein, (d) pay costs and expenses incurred in connection with the

                                       19


closing of the Loan, as approved by Lender, (e) fund any working capital
requirements of the Property, and (f) distribute the balance, if any, to
Borrower.

          Section 2.2     INTEREST; LOAN PAYMENTS; LATE PAYMENT CHARGE.

          2.2.1     INTEREST GENERALLY. Interest on the outstanding principal
balance of the Loan shall accrue from the Closing Date to but excluding the
Maturity Date at the Interest Rate.

          2.2.2     INTEREST CALCULATION. Interest on the outstanding principal
balance of the Loan shall be calculated on the basis of a three hundred sixty
(360) day year comprised of twelve (12) months of thirty (30) days each, except
that interest due and payable for a period of less than a full month shall be
calculated by multiplying the actual number of days elapsed in the period for
which the calculation is being made by a daily rate based on a three hundred
sixty (360) day year.

          2.2.3     PAYMENTS GENERALLY. Borrower shall pay to Lender (a) on the
Closing Date, an amount equal to interest only on the outstanding principal
balance of the Loan from the Closing Date up to but not including the first
Payment Date following the Closing Date, and (b) on March 1, 2004 and each
Payment Date thereafter up to but not including the Maturity Date, an amount
equal to the Monthly Debt Service Payment Amount, which shall be applied to
interest on the outstanding principal amount of the Loan for the prior calendar
month at the Interest Rate.

          2.2.4     INTENTIONALLY DELETED.

          2.2.5     PAYMENT ON MATURITY DATE. Borrower shall pay to Lender on
the Maturity Date the outstanding principal balance of the Loan, all accrued and
unpaid interest and all other amounts due hereunder and under the Note, the
Mortgage and other the Loan Documents.

          2.2.6     PAYMENTS AFTER DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan, shall accrue at the Default Rate,
calculated from the date such payment was due without regard to any grace or
cure periods contained herein. Interest at the Default Rate shall be computed
from the occurrence of the Event of Default until the actual receipt and
collection of the Debt (or that portion thereof that is then due). To the extent
permitted by applicable law, interest at the Default Rate shall be added to the
Debt, shall itself accrue interest at the same rate as the Loan and shall be
secured by the Mortgage. This paragraph shall not be construed as an agreement
or privilege to extend the date of the payment of the Debt, nor as a waiver of
any other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default and Lender retains its rights under the Note and this Agreement
to accelerate and to continue to demand payment of the Debt upon the happening
and continuance of any Event of Default.

          2.2.7     LATE PAYMENT CHARGE. If any principal, interest or any other
sums due under the Loan Documents is not paid by Borrower on or prior to the
date which is five (5) days after the date on which it is due, Borrower shall
pay to Lender upon demand an amount equal to the lesser of five percent (5%) of
such unpaid sum or the maximum amount permitted by applicable law in order to
defray the expense incurred by Lender in handling and processing such

                                       20


delinquent payment and to compensate Lender for the loss of the use of such
delinquent payment. Any such amount shall be secured by the Mortgage and the
other Loan Documents to the extent permitted by applicable law. The foregoing
late payment charge shall not apply to the payment of all outstanding principal,
interest and other sums due on the Maturity Date.

          2.2.8     USURY SAVINGS. This Agreement and the Note are subject to
the express condition that at no time shall Borrower be obligated or required to
pay interest on the principal balance of the Loan at a rate which could subject
Lender to either civil or criminal liability as a result of being in excess of
the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan
Documents, Borrower is at any time required or obligated to pay interest on the
principal balance due hereunder at a rate in excess of the Maximum Legal Rate,
the Interest Rate or the Default Rate, as the case may be, shall be deemed to be
immediately reduced to the Maximum Legal Rate and all previous payments in
excess of the Maximum Legal Rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder. All
sums paid or agreed to be paid to Lender for the use, forbearance, or detention
of the sums due under the Loan, shall, to the extent permitted by applicable
law, be amortized, prorated, allocated, and spread throughout the full stated
term of the Loan until payment in full so that the rate or amount of interest on
account of the Loan does not exceed the Maximum Legal Rate of interest from time
to time in effect and applicable to the Loan for so long as the Loan is
outstanding.

          Section 2.3     PREPAYMENTS.

          2.3.1     VOLUNTARY PREPAYMENTS.

          (a)       Except as otherwise provided herein, Borrower shall not have
the right to prepay the Loan in whole or in part prior to the Permitted
Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it
has given Lender prior written notice in accordance with the terms of this
Agreement, prepay the unpaid principal balance of the Loan in whole, but not in
part, by paying, together with the amount to be prepaid, (i) interest accrued
and unpaid on the outstanding principal balance of the Loan being prepaid to and
including the date of prepayment, (ii) unless prepayment is tendered on a
Payment Date, an amount equal to the interest that would have accrued on the
amount being prepaid after the date of prepayment through and including the next
Payment Date had the prepayment not been made (which amount shall constitute
additional consideration for the prepayment), (iii) all other sums then due
under this Agreement, the Note, the Mortgage and the other Loan Documents, and
(iv) a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal to the
greater of (A) one percent (1%) of the outstanding principal balance of the Loan
being prepaid or (B) the excess, if any, of (1) the sum of the present values of
all then-scheduled payments of principal and interest under this Agreement
including, but not limited to, principal and interest on the Maturity Date (with
each such payment discounted to its present value at the date of prepayment at
the rate which, when compounded monthly, is equivalent to the Prepayment Rate),
over (2) the outstanding principal amount of the Loan. Lender shall notify
Borrower of the amount and the basis of determination of the required prepayment
consideration.

          (b)       On the Payment Date that is one month prior to the Maturity
Date, and on each day thereafter through the Maturity Date, Borrower may, at its
option, prepay the Debt

                                       21


without payment of any Prepayment Consideration or other penalty or premium;
PROVIDED, HOWEVER, if such prepayment is not paid on a regularly scheduled
Payment Date, the Debt shall include interest that would have accrued on such
prepayment through and including the day immediately preceding the Maturity
Date. Borrower's right to prepay any portion of the principal balance of the
Loan shall be subject to (i) Borrower's submission of a notice to Lender setting
forth the amount to be prepaid and the projected date of prepayment, which date
shall be no less than thirty (30) days from the date of such notice, and (ii)
Borrower's actual payment to Lender of the amount to be prepaid as set forth in
such notice on the projected date set forth in such notice or any day following
such projected date occurring in the same calendar month as such projected date.

          2.3.2     MANDATORY PREPAYMENTS. (a) On the next occurring Payment
Date following the date on which Borrower actually receives any Net Proceeds, if
Lender is not obligated to make such Net Proceeds available to Borrower pursuant
to this Agreement for the restoration of the Property, Borrower shall, at
Lender's option, prepay the outstanding principal balance of the Note in an
amount equal to one hundred percent (100%) of such Net Proceeds. No Prepayment
Consideration or other penalty or premium shall be due in connection with any
prepayment made pursuant to this Section 2.3.2. Any partial prepayment under
this Section shall be applied to the last payments of principal due under the
Loan.

          (b)       On the date on which Borrower tenders a
Casualty/Condemnation Prepayment pursuant to Section 6.4(e) below, such tender
shall include (a) all accrued and unpaid interest and the principal indebtedness
being prepaid, including interest on the outstanding principal amount of the
applicable Note through the last day of the month within which such tender
occurs, and (b) any other sums due hereunder relating to the applicable Note.
Except as set forth in this Section 2.3.2(b), other than following an Event of
Default, no Prepayment Consideration or other penalty or premium shall be due in
connection with any Casualty/Condemnation Prepayment.

          2.3.3     PREPAYMENTS AFTER DEFAULT. Following an Event of Default, if
Borrower or anyone on Borrower's behalf makes a tender of payment of all or any
portion of the Debt at any time prior to a foreclosure sale (including a sale
under the power of sale under the Mortgage), or during any redemption period
after foreclosure, (i) the tender of payment shall constitute an evasion of
Borrower's obligation to pay any Prepayment Consideration due under this
Agreement and such payment shall, therefore, to the maximum extent permitted by
law, include a premium equal to the Prepayment Consideration that would have
been payable on the date of such tender had the Loan not been so accelerated, or
(ii) if at the time of such tender a prepayment of the principal amount of the
Loan would have been prohibited under this Agreement had the principal amount of
the Loan not been so accelerated, the tender of payment shall constitute an
evasion of such prepayment prohibition and shall, therefore, to the maximum
extent permitted by law, include an amount equal to the greater of (i) 1% of the
then principal amount of the Loan (or the relevant portion thereof being
prepaid) and (ii) an amount equal to the excess of (A) the sum of the present
values of a series of payments payable at the times and in the amounts equal to
the payments of principal and interest (including, but not limited to the
principal and interest payable on the Maturity Date) which would have been
scheduled to be payable after the date of such tender under this Agreement had
the Loan (or the relevant portion thereof) not been accelerated, with each such
payment discounted to its present value at the date

                                       22


of such tender at the rate which when compounded monthly is equivalent to the
Prepayment Rate, over (B) the then principal amount of the Loan.

          Section 2.4     INTENTIONALLY OMITTED.

          Section 2.5     RELEASE OF PROPERTY. Except as set forth in this
Section 2.5, no repayment or prepayment of all or any portion of the Note shall
cause, give rise to a right to require, or otherwise result in, the release of
any Lien of the Mortgage on the Property. If Borrower has elected to prepay the
entire amount of the Loan pursuant to Section 2.3.1 and the requirements of this
Section 2.5 have been satisfied, the Property shall be released from the Lien of
the Mortgage.

          2.5.1     RELEASE ON PAYMENT IN FULL. Lender shall, upon the written
request and at the expense of Borrower, upon payment in full of all principal
and interest on the Loan and all other amounts due and payable under the Loan
Documents in accordance with the terms and provisions of Section 2.3.1 of this
Loan Agreement, release the Lien of the Mortgage on the Property not theretofore
released.

          2.5.2     INTENTIONALLY OMITTED.

          Section 2.6     MANNER OF MAKING PAYMENTS.

          2.6.1     MAKING OF PAYMENTS. Each payment by Borrower hereunder or
under the Note shall be made in funds settled through the New York Clearing
House Interbank Payments System or other funds immediately available to Lender
by 1:00 p.m., New York City time, on the date such payment is due, to Lender by
deposit to such account as Lender may designate by written notice to Borrower.
Whenever any payment hereunder or under the Note shall be stated to be due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day.

          2.6.2     NO DEDUCTIONS, ETC. All payments made by Borrower hereunder
or under the Note or the other Loan Documents shall be made irrespective of, and
without any deduction for, any setoff, defense or counterclaims.

          2.6.3     CASH MANAGEMENT. In connection with the Closing, Borrower
shall execute and deliver to Lender a Tenant Direction Letter for each of the
tenants at the Property, which Tenant Direction Letter instructs each such
tenant to deposit Rent and other receivables related to the Property directly
into an account (the "LOCKBOX ACCOUNT") owned and controlled by Lender at a bank
to be selected by Lender (the "LOCKBOX BANK"). Borrower covenants and agrees to
execute and deliver to Lender a Tenant Direction Letter for each new tenant at
the Property within thirty (30) days after the execution of each new Lease for
premises at the Property. Lender will hold the Tenant Direction Letters in
escrow; provided, however, upon the occurrence of a Lockbox Trigger, Lender
shall have the right to deliver a Tenant Direction Letter to each tenant at the
Property. Within five (5) Business Days after receiving notice of Lender's
determination that a Lockbox Trigger has occurred, Borrower shall enter into a
"cash management agreement" with Lender and Lockbox Bank, in form and substance
acceptable to Lender ("CASH MANAGEMENT AGREEMENT"), which shall provide, among
other things, that tenants at the Property shall deposit Rent and other
receivables related to the Property directly into

                                       23


Lockbox Account. The Lockbox Bank shall apply funds in the Lockbox Account to
pay debt service and required reserves, fees of the Lockbox Bank and budgeted
operating expenses for the Property, as to be more particularly set forth in the
Cash Management Agreement. Funds remaining in the Lockbox Account after payment
of the foregoing (the "EXCESS CASH FLOW") shall be distributed to Borrower;
PROVIDED, HOWEVER, upon the occurrence of a Cash Management Trigger and until
the occurrence of a Cash Management Termination Event, such Excess Cash Flow
shall be distributed to Borrower only to the extent of unbudgeted operating
expenses approved by Lender and any remaining funds shall remain in such Lockbox
Account as additional collateral for the Loan. Upon the occurrence of a Cash
Management Termination Event, the balance of the funds in the Lockbox Account
shall be distributed to Borrower. The Borrower shall be responsible for the
costs associated with the Lockbox Bank and the Lockbox Account.

          Section 2.7     INTENTIONALLY OMITTED.

                                   ARTICLE III

                              CONDITIONS PRECEDENT

          Section 3.1     CONDITIONS PRECEDENT TO CLOSING. The obligation of
Lender to make the Loan hereunder is subject to the fulfillment by Borrower or
waiver by Lender of the following conditions precedent no later than the Closing
Date:

          3.1.1     REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH CONDITIONS.
The representations and warranties of Borrower contained in this Agreement and
the other Loan Documents shall be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on and as of such
date, and no Default or an Event of Default shall have occurred and be
continuing; and Borrower shall be in compliance in all material respects with
all terms and conditions set forth in this Agreement and in each other Loan
Document on its part to be observed or performed.

          3.1.2     LOAN AGREEMENT AND NOTE. Lender shall have received a copy
of this Agreement and the Note, in each case, duly executed and delivered on
behalf of Borrower.

          3.1.3     DELIVERY OF LOAN DOCUMENTS; TITLE INSURANCE; REPORTS;
LEASES, ETC.

          (a)       MORTGAGE, ASSIGNMENT OF LEASES AND OTHER LOAN DOCUMENTS.
Lender shall have received from Borrower fully executed and acknowledged
counterparts of the Mortgage and the Assignment of Leases and evidence that
counterparts of the Mortgage and Assignment of Leases have been delivered to the
title company for recording, in the reasonable judgment of Lender, so as to
effectively create upon such recording valid and enforceable first priority
Liens upon the Property in favor of Lender (or such trustee as may be required
under local law), subject only to the Permitted Encumbrances and such other
Liens as are permitted pursuant to the Loan Documents. Lender shall have also
received from Borrower fully executed counterparts of the Assignment of
Management Agreement and the other Loan Documents.

          (b)       TITLE INSURANCE. Lender shall have received a Title
Insurance Policy issued by a title company acceptable to Lender and dated as of
the Closing Date. Such Title

                                       24


Insurance Policy shall (i) provide coverage in an amount equal to the principal
amount of the Loan together with, if applicable, a "tie-in" or similar
endorsement, (ii) insure Lender that the Mortgage creates a valid first priority
lien on the Property encumbered thereby, free and clear of all exceptions from
coverage other than Permitted Encumbrances and standard exceptions and
exclusions from coverage (as modified by the terms of any endorsements), (iii)
contain such endorsements and affirmative coverages as Lender may reasonably
request, and (iv) name Lender, its successors and assigns, as the insured. The
Title Insurance Policy shall be assignable without cost to Lender. Lender also
shall have received evidence that all premiums in respect of such Title
Insurance Policy have been paid.

          (c)       SURVEY. Lender shall have received a title survey for the
Property, certified to the title company and Lender and their successors and
assigns, in form and content satisfactory to Lender and prepared by a
professional and properly licensed land surveyor satisfactory to Lender in
accordance with the most recent Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys. The following additional items from the list of
"Optional Survey Responsibilities and Specifications" (Table A) should be added
to each survey: 2, 3, 4, 6, 8, 9, 10, 11 and 13. The survey shall reflect the
same legal description contained in the Title Insurance Policy relating to the
Property referred to in clause (ii) above and shall include, among other things,
a legal description of the real property comprising part of such Property
reasonably satisfactory to Lender. The surveyor's seal shall be affixed to each
survey and the surveyor shall provide a certification for each survey in form
and substance acceptable to Lender.

          (d)       INSURANCE. Lender shall have received valid certificates of
insurance for the policies of insurance required hereunder, satisfactory to
Lender in its sole discretion, and evidence of the payment of all premiums
payable for the existing policy period.

          (e)       ENVIRONMENTAL REPORTS. Lender shall have received an
environmental report in respect of the Property, in each case reasonably
satisfactory to Lender.

          (f)       ZONING. With respect to the Property, Lender shall have
received, at Lender's option, (i) letters or other evidence with respect to the
Property from the appropriate municipal authorities (or other Persons)
concerning applicable zoning and building laws, (ii) an ALTA 3.1 zoning
endorsement to the Title Insurance Policy or (iii) other evidence of zoning
compliance, in each case in substance reasonably satisfactory to Lender.

          (g)       ENCUMBRANCES. Borrower shall have taken or caused to be
taken such actions in such a manner so that Lender has a valid and perfected
first Lien on the Property as of the Closing Date with respect to the Mortgage,
subject only to applicable Permitted Encumbrances and such other Liens as are
permitted pursuant to the Loan Documents, and Lender shall have received
satisfactory evidence thereof.

          3.1.4     RELATED DOCUMENTS. Each additional document not specifically
referenced herein, but relating to the transactions contemplated herein, shall
have been duly authorized, executed and delivered by all parties thereto and
Lender shall have received and approved certified copies thereof.

                                       25


          3.1.5     DELIVERY OF ORGANIZATIONAL DOCUMENTS. On or before the
Closing Date, Borrower shall deliver or cause to be delivered to Lender copies
certified by Borrower of all organizational documentation related to Borrower
and/or the formation, structure, existence, good standing and/or qualification
to do business, as Lender may request in its sole discretion, including, without
limitation, good standing certificates, qualifications to do business in the
appropriate jurisdictions, resolutions authorizing the entering into of the Loan
and incumbency certificates as may be requested by Lender.

          3.1.6     OPINIONS OF BORROWER'S COUNSEL. Lender shall have received
opinions of Borrower's counsel (and if applicable, Borrower's local counsel)
with respect to due execution, authority, enforceability of the Loan Documents
and such other matters as Lender may reasonably require, all such opinions in
form, scope and substance reasonably satisfactory to Lender and Lender's counsel
in their reasonable discretion.

          3.1.7     BUDGETS. Borrower shall have delivered, and Lender shall
have approved, the Annual Budget for the current Fiscal Year.

          3.1.8     BASIC CARRYING COSTS. Borrower shall have paid all Basic
Carrying Costs relating to the Property which are in arrears, including without
limitation, (a) accrued but unpaid insurance premiums relating to the Property,
(b) currently due and payable Taxes (including any in arrears) relating to the
Property, and (c) currently due Other Charges relating to the Property, which
amounts shall be funded with proceeds of the Loan.

          3.1.9     COMPLETION OF PROCEEDINGS. All organizational proceedings
taken or to be taken in connection with the transactions contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
reasonably satisfactory in form and substance to Lender, and Lender shall have
received all such counterpart originals or certified copies of such documents as
Lender may reasonably request.

          3.1.10    PAYMENTS. All payments, deposits or escrows required to be
made or established by Borrower under this Agreement, the Note and the other
Loan Documents on or before the Closing Date shall have been paid.

          3.1.11    TENANT ESTOPPELS. Borrower shall exercise reasonable
commercial efforts to deliver estoppel letters from Tenants occupying not less
than eighty percent (80%) of the gross leasable area of the Property; provided,
however, that, in the event that Borrower is unable to deliver some or all of
the estoppels described in this Section 3.1.11, Lender agrees that the
requirement to deliver such letters to Lender shall be waived by Lender as a
condition precedent to the closing of the Loan so long as Borrower delivers on
or before the Closing Date, a certificate executed by Borrower with respect to
all applicable leases which shall be in substantially the same form and contain
the same terms as set forth in Lender's standard form of estoppel certificate.

          3.1.12    TRANSACTION COSTS. Borrower shall have paid or reimbursed
Lender for all title insurance premiums, recording and filing fees or taxes,
costs of environmental reports, Physical Conditions Reports, appraisals and
other reports, the fees and costs of Lender's counsel

                                       26


and all other third party out-of-pocket expenses incurred in connection with the
origination of the Loan.

          3.1.13    MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the financial condition or business condition of Borrower or
the Property since the date of the most recent financial statements delivered to
Lender. The income and expenses of the Property, the occupancy leases thereof,
and all other features of the transaction shall be as represented to Lender
without material adverse change. Neither Borrower, any of its constituent
Persons, shall be the subject of any bankruptcy, reorganization, or insolvency
proceeding.

          3.1.14    LEASES AND RENT ROLL. Lender shall have received copies of
all tenant leases, certified copies of any tenant leases as requested by Lender
and certified copies of all ground leases affecting the Property. Lender shall
have received a current certified rent roll of the Property, reasonably
satisfactory in form and substance to Lender.

          3.1.15    SUBORDINATION AND ATTORNMENT. Lender shall have received
appropriate instruments acceptable to Lender in its commercially reasonable
discretion subordinating any Leases of record prior to the Mortgage and
including an agreement by such Tenants to attorn to Lender in the event of a
foreclosure or delivery of a deed in lieu thereof.

          3.1.16    TAX LOT. Lender shall have received evidence that the
Property constitutes one (1) or more separate tax lots, which evidence shall be
reasonably satisfactory in form and substance to Lender.

          3.1.17    PHYSICAL CONDITIONS REPORTS. Lender shall have received
Physical Conditions Reports with respect to the Property, which reports shall be
reasonably satisfactory in form and substance to Lender.

          3.1.18    MANAGEMENT AGREEMENT. Lender shall have received a certified
copy of the Management Agreement with respect to the Property which shall be
satisfactory in form and substance to Lender.

          3.1.19    APPRAISAL. Lender shall have received an appraisal of the
Property, which shall be satisfactory in form and substance to Lender.

          3.1.20    FINANCIAL STATEMENTS. Lender shall have received (a) a
balance sheet with respect to the Property for the two most recent Fiscal Years
and statements of income and statements of cash flows with respect to the
Property for the three most recent Fiscal Years, each in form and substance
reasonably satisfactory to Lender or (b) such other financial statements
relating to the ownership and operation of the Property, in form and substance
reasonably satisfactory to Lender.

          3.1.21    FURTHER DOCUMENTS. Lender or its counsel shall have received
such other and further approvals, opinions, documents and information as Lender
or its counsel may have reasonably requested including the Loan Documents in
form and substance reasonably satisfactory to Lender and its counsel.

                                       27


          3.1.22    ENVIRONMENTAL INSURANCE. If required by Lender, Borrower
shall have obtained a secured creditor environmental insurance policy with
respect to the Property, which shall be in form and substance satisfactory to
Lender. Any such policy shall have a term not less than the term of the Loan.
Borrower shall have provided to Lender evidence that the premiums for such
policy has been paid in full.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          Section 4.1     BORROWER REPRESENTATIONS. Borrower represents and
warrants as of the date hereof and as of the Closing Date that:

          4.1.1     ORGANIZATION. Borrower has been duly organized and is
validly existing and in good standing with requisite power and authority to own
the Property and to transact the businesses in which it is now engaged. Borrower
is duly qualified to do business and is in good standing in each jurisdiction
where it is required to be so qualified in connection with the Property,
businesses and operations. Borrower possesses all rights, licenses, permits and
authorizations, governmental or otherwise, necessary to entitle it to own the
Property and to transact the businesses in which it is now engaged, and the sole
business of Borrower is the ownership, management and operation of the Property.

          4.1.2     PROCEEDINGS. Borrower has taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the
other Loan Documents. This Agreement and such other Loan Documents have been
duly executed and delivered by or on behalf of Borrower and constitute legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their respective terms, subject only to applicable bankruptcy,
insolvency and similar laws affecting rights of creditors generally, and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

          4.1.3     NO CONFLICTS. The execution, delivery and performance of
this Agreement and the other Loan Documents by Borrower will not conflict with
or result in a breach of any of the terms or provisions of, or constitute a
default under, or result in the creation or imposition of any lien, charge or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, partnership agreement or other agreement or instrument to
which Borrower is a party or by which any of Borrower's property or assets is
subject, nor will such action result in any violation of the provisions of any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over Borrower or any of Borrower's properties or
assets, and any consent, approval, authorization, order, registration or
qualification of or with any court or any such regulatory authority or other
governmental agency or body required for the execution, delivery and performance
by Borrower of this Agreement or any other Loan Documents has been obtained and
is in full force and effect.

          4.1.4     LITIGATION. To Borrower's knowledge, there are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority
or other agency now

                                       28


pending or threatened against or affecting Borrower or the Property, which
actions, suits or proceedings, if determined against Borrower or the Property,
might materially adversely affect the condition (financial or otherwise) or
business of Borrower or the condition or ownership of the Property.

          4.1.5     AGREEMENTS. Except such instruments and agreements set forth
as Permitted Exceptions in the Title Insurance Policy, Borrower is not a party
to any agreement or instrument or subject to any restriction which might
materially and adversely affect Borrower or the Property, or Borrower's
business, properties or assets, operations or condition, financial or otherwise.
To Borrower's knowledge, Borrower is not in default in any material respect in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement or instrument to which it is a party or
by which Borrower or the Property are bound. Borrower has no material financial
obligation under any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which Borrower is a party or by which Borrower or the
Property is otherwise bound, other than (a) obligations incurred in the ordinary
course of the operation of the Property and (b) obligations under the Loan
Documents.

          4.1.6     TITLE. Borrower has good and indefeasible fee simple title
to the real property comprising part of the Property and good title to the
balance of the Property, free and clear of all Liens whatsoever except the
Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan
Documents and the Liens created by the Loan Documents. The Mortgage, when
properly recorded in the appropriate records, together with any Uniform
Commercial Code financing statements required to be filed in connection
therewith, will create (a) a valid, perfected lien on the Property, subject only
to Permitted Encumbrances and the Liens created by the Loan Documents and (b)
perfected security interests in and to, and perfected collateral assignment of,
all personalty (including the Leases), all in accordance with the terms thereof,
in each case subject only to any applicable Permitted Encumbrances, such other
Liens as are permitted pursuant to the Loan Documents and the Liens created by
the Loan Documents. There are no claims for payment for work, labor or materials
affecting the Property which are due and unpaid under the contracts pursuant to
which such work or labor was performed or materials provided which are or may
become a lien prior to, or of equal priority with, the Liens created by the Loan
Documents.

          4.1.7     SOLVENCY; NO BANKRUPCY FILING. Borrower (a) has not entered
into the transaction or executed the Note, this Agreement or any other Loan
Documents with the actual intent to hinder, delay or defraud any creditor and
(b) received reasonably equivalent value in exchange for its obligations under
such Loan Documents. Giving effect to the Loan, the fair saleable value of
Borrower's assets exceeds and will, immediately following the making of the
Loan, exceed Borrower's total liabilities, including, without limitation,
subordinated, unliquidated, disputed and contingent liabilities. The fair
saleable value of Borrower's assets is and will, immediately following the
making of the Loan, be greater than Borrower's probable liabilities, including
the maximum amount of its contingent liabilities on its debts as such debts
become absolute and matured. Borrower's assets do not and, immediately following
the making of the Loan will not, constitute unreasonably small capital to carry
out its business as conducted or as proposed to be conducted. Borrower does not
intend to, and does not believe that it will, incur debt and liabilities
(including contingent liabilities and other commitments) beyond its

                                       29


ability to pay such debt and liabilities as they mature (taking into account the
timing and amounts of cash to be received by Borrower and the amounts to be
payable on or in respect of obligations of Borrower). Except as expressly
disclosed to Lender in writing, no petition in bankruptcy has been filed against
Borrower, or to the best of Borrower's knowledge, any constituent Person in the
last seven (7) years, and neither Borrower, nor to the best of Borrower's
knowledge, any constituent Person in the last seven (7) years has ever made an
assignment for the benefit of creditors or taken advantage of any insolvency act
for the benefit of debtors. Neither Borrower nor any of its constituent Persons
are contemplating either the filing of a petition by it under any state or
federal bankruptcy or insolvency laws or the liquidation of all or a major
portion of Borrower's assets or property, and Borrower has no knowledge of any
Person contemplating the filing of any such petition against it or such
constituent Persons.

          4.1.8     FULL AND ACCURATE DISCLOSURE. To Borrower's knowledge, no
statement of fact made by Borrower in this Agreement or in any of the other Loan
Documents contains any untrue statement of a material fact or omits to state any
material fact necessary to make statements contained herein or therein not
misleading. There is no material fact presently known to Borrower which has not
been disclosed to Lender which adversely affects, nor as far as Borrower can
foresee, might adversely affect, the Property or the business, operations or
condition (financial or otherwise) of Borrower.

          4.1.9     NO PLAN ASSETS. Borrower is not an "employee benefit plan,"
as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of
the assets of Borrower constitutes or will constitute "plan assets" of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition,
(a) Borrower is not a "governmental plan" within the meaning of Section 3(32) of
ERISA and (b) transactions by or with Borrower are not subject to state statutes
regulating investment of, and fiduciary obligations with respect to,
governmental plans similar to the provisions of Section 406 of ERISA or Section
4975 of the Code currently in effect, which prohibit or otherwise restrict the
transactions contemplated by this Loan Agreement.

          4.1.10    COMPLIANCE. To Borrower's knowledge, Borrower and the
Property and the use thereof comply in all material respects with all applicable
Legal Requirements, including, without limitation, building and zoning
ordinances and codes. Borrower is not in default or violation of any order,
writ, injunction, decree or demand of any Governmental Authority. There has not
been committed by Borrower or, to Borrower's knowledge, any other Person in
occupancy of or involved with the operation or use of the Property any act or
omission affording the federal government or any other Governmental Authority
the right of forfeiture as against the Property or any part thereof or any
monies paid in performance of Borrower's obligations under any of the Loan
Documents.

          4.1.11    FINANCIAL INFORMATION. All financial data, including,
without limitation, the statements of cash flow and income and operating
expense, that have been delivered to Lender in respect of the Property (i) are
true, complete and correct in all material respects, (ii) accurately represent
the financial condition of the Property as of the date of such reports, and
(iii) to the extent prepared or audited by an independent certified public
accounting firm, have been prepared in accordance with accounting principles
reasonably acceptable to Lender, consistently applied throughout the periods
covered, except as disclosed therein; PROVIDED, HOWEVER, that if

                                       30


any financial data is delivered to Lender by any Person other than Borrower,
Indemnitor or any of their Affiliates, or if such financial data has been
prepared by or at the direction of any Person other than Borrower, Indemnitor or
any of their Affiliates, then the foregoing representations with respect to such
financial data shall be to the best of Borrower's knowledge, after due inquiry.
Borrower does not have any contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or anticipated losses
from any unfavorable commitments that are known to Borrower and reasonably
likely to have a materially adverse effect on the Property or the operation
thereof as a retail shopping center, except as referred to or reflected in said
financial statements. Since the date of such financial statements, there has
been no materially adverse change in the financial condition, operations or
business of Borrower from that set forth in said financial statements.

          4.1.12    CONDEMNATION. No Condemnation or other proceeding has been
commenced or, to Borrower's knowledge, is contemplated with respect to all or
any portion of the Property or for the relocation of roadways providing access
to the Property.

          4.1.13    FEDERAL RESERVE REGULATIONS. No part of the proceeds of the
Loan will be used for the purpose of purchasing or acquiring any "margin stock"
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System or for any other purpose which would be inconsistent with such
Regulation U or any other Regulations of such Board of Governors, or for any
purposes prohibited by Legal Requirements or by the terms and conditions of this
Agreement or the other Loan Documents.

          4.1.14    UTILITIES AND PUBLIC ACCESS. The Property has rights of
access to public ways and is served by water, sewer, sanitary sewer and storm
drain facilities adequate to service the Property for its respective intended
uses. All public utilities necessary or convenient to the full use and enjoyment
of the Property are located either in the public right-of-way abutting the
Property (which are connected so as to serve the Property without passing over
other property) or in recorded easements serving the Property and such easements
are set forth in and insured by the Title Insurance Policy. All roads necessary
for the use of the Property for their current respective purposes have been
completed and dedicated to public use and accepted by all Governmental
Authorities.

          4.1.15    NOT A FOREIGN PERSON. Borrower is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Code.

          4.1.16    SEPARATE LOTS. The Property is comprised of one (1) or more
parcels which constitute a separate tax lot or lots and does not constitute a
portion of any other tax lot not a part of the Property.

          4.1.17    ASSESSMENTS. There are no pending, or to Borrower's
knowledge, proposed special or other assessments for public improvements or
otherwise affecting the Property, nor are there any contemplated improvements to
the Property that may result in such special or other assessments.

          4.1.18    ENFORCEABILITY. The Loan Documents are not subject to any
right of rescission, set-off, counterclaim or defense by Borrower, including the
defense of usury, nor

                                       31


would the operation of any of the terms of the Loan Documents, or the exercise
of any right thereunder, render the Loan Documents unenforceable, and Borrower
has not asserted any right of rescission, set-off, counterclaim or defense with
respect thereto.

          4.1.19    NO PRIOR ASSIGNMENT. There is no prior assignment of the
Leases or any portion of the Rents by Borrower or any of its predecessors in
interest, given as collateral security which are presently outstanding.

          4.1.20    INSURANCE. Borrower has obtained and has delivered to Lender
certified copies of all insurance policies reflecting the insurance coverages,
amounts and other requirements set forth in this Agreement. To the best of
Borrower's knowledge, no claims have been made under any such policy, and no
Person, including Borrower, has done, by act or omission, anything which would
impair the coverage of any such policy.

          4.1.21    USE OF PROPERTY. The Property is used exclusively for retail
purposes and other appurtenant and related uses.

          4.1.22    CERTIFICATE OF OCCUPANCY; LICENSES. All certifications,
permits, licenses and approvals, including without limitation, certificates of
completion and occupancy permits required to be obtained by Borrower for the
legal use, occupancy and operation of the Property as a retail shopping center
have been obtained and are in full force and effect, and to the best of
Borrower's knowledge, after due inquiry, all certifications, permits, licenses
and approvals, including without limitation, certificates of completion and
occupancy permits required to be obtained by any Person other than Borrower for
the legal use, occupancy and operation of the Property as a retail shopping
center, have been obtained and are in full force and effect (all of the
foregoing certifications, permits, licenses and approvals are collectively
referred to as the "LICENSES"). Borrower shall and shall cause all other Persons
to, keep and maintain all licenses necessary for the operation of the Property
as a retail shopping center. To Borrower's knowledge, the use being made of the
Property is in conformity with all certificates of occupancy issued for the
Property.

          4.1.23    FLOOD ZONE. To the best of Borrower's knowledge, after due
inquiry, no Improvements on the Property are located in an area identified by
the Federal Emergency Management Agency as an area having special flood hazards.

          4.1.24    PHYSICAL CONDITION. Except as disclosed in the Physical
Conditions Reports delivered to Lender in connecting with this Loan, to
Borrower's knowledge, the Property, including, without limitation, all
buildings, improvements, parking facilities, sidewalks, storm drainage systems,
roofs, plumbing systems, HVAC systems, fire protection systems, electrical
systems, equipment, elevators, exterior sidings and doors, landscaping,
irrigation systems and all structural components, are in good condition, order
and repair in all material respects; there exists no structural or other
material defects or damages in the Property, whether latent or otherwise, and
Borrower has not received notice from any insurance company or bonding company
of any defects or inadequacies in the Property, or any part thereof, which would
adversely affect the insurability of the same or cause the imposition of
extraordinary premiums or charges thereon or of any termination or threatened
termination of any policy of insurance or bond.

                                       32


          4.1.25    BOUNDARIES. To the best of Borrower's knowledge, after due
inquiry, all of the improvements which were included in determining the
appraised value of the Property lie wholly within the boundaries and building
restriction lines of the Property, and no improvements on adjoining properties
encroach upon the Property, and no easements or other encumbrances upon the
Property encroach upon any of the improvements, so as to affect the value or
marketability of the Property except those which are insured against by title
insurance.

          4.1.26    LEASES. The Property is not subject to any Leases other than
the Leases described on the Rent Roll attached as SCHEDULE II hereto and made a
part hereof. No Person has any possessory interest in the Property or right to
occupy the same except under and pursuant to the provisions of the Leases. The
current Leases are in full force and effect and to Borrower's knowledge, there
are no defaults thereunder by either party and there are no conditions that,
with the passage of time or the giving of notice, or both, would constitute
defaults thereunder. No Rent (including security deposits) has been paid more
than one (1) month in advance of its due date. All work to be performed by
Borrower under each Lease has been performed as required and has been accepted
by the applicable tenant, and any payments, free rent, partial rent, rebate of
rent or other payments, credits, allowances or abatements required to be given
by Borrower to any tenant has already been received by such tenant. There has
been no prior sale, transfer or assignment, hypothecation or pledge of any Lease
or of the Rents received therein which is outstanding. To Borrower's knowledge,
no tenant listed on SCHEDULE II has assigned its Lease or sublet all or any
portion of the premises demised thereby, no such tenant holds its leased
premises under assignment or sublease, nor does anyone except such tenant and
its employees occupy such leased premises. No tenant under any Lease has a right
or option pursuant to such Lease or otherwise to purchase all or any part of the
leased premises or the building of which the leased premises are a part. Except
as set forth in SCHEDULE II, no tenant under any Lease has any right or option
for additional space in the Improvements except as set forth in SCHEDULE II. No
hazardous wastes or toxic substances, as defined by applicable federal, state or
local statutes, rules and regulations, have been disposed, stored or treated by
any tenant under any Lease on or about the leased premises nor does Borrower
have any knowledge of any tenant's intention to use its leased premises for any
activity which, directly or indirectly, involves the use, generation, treatment,
storage, disposal or transportation of any petroleum product or any toxic or
hazardous chemical, material, substance or waste, except in either event, in
compliance with applicable federal, state or local statues, rules and
regulations.

          4.1.27    SURVEY. The Survey for the Property delivered to Lender in
connection with this Agreement has been prepared in accordance with the
provisions of Section 3.1.3(c) hereof, and does not fail to reflect any material
matter affecting the Property or the title thereto.

          4.1.28    LOAN TO VALUE. The maximum principal amount of the Loan does
not exceed one hundred twenty-five percent (125%) of the fair market value of
the Property as set forth on the appraisal of the Property delivered to Lender.

          4.1.29    FILING AND RECORDING TAXES. All transfer taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid by any Person under applicable Legal Requirements currently in effect in
connection with the acquisition of the Property by Borrower have been paid or
are simultaneously being paid. All mortgage, mortgage recording, stamp,
intangible or other similar tax required to be paid by any Person under

                                       33


applicable Legal Requirements currently in effect in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement of any of the Loan Documents, including, without limitation, the
Mortgage, have been paid, and, under current Legal Requirements, the Mortgage is
enforceable in accordance with its terms by Lender (or any subsequent holder
thereof).

          4.1.30    SPECIAL PURPOSE ENTITY/SEPARATENESS. (a) Until the Debt has
been paid in full, Borrower hereby represents, warrants and covenants that the
Borrower is, shall be and shall continue to be a Special Purpose Entity. If
Borrower consists of more than one Person, each such Person shall be a Special
Purpose Entity.

          (b)       The representations, warranties and covenants set forth in
Section 4.1.30(a) shall survive for so long as any amount remains payable to
Lender under this Agreement or any other Loan Document.

          (c)       Any and all of the assumptions made in any Insolvency
Opinion, including, but not limited to, any exhibits attached thereto, will have
been and shall be true and correct in all respects, and Borrower will have
complied and will comply with all of the assumptions made with respect to it in
any Insolvency Opinion. Each entity other than Borrower with respect to which an
assumption is made in any Insolvency Opinion will have complied and will comply
with all of the assumptions made with respect to it in any such Insolvency
Opinion.

          4.1.31    MANAGEMENT AGREEMENT. The Management Agreement is in full
force and effect and, to Borrower's knowledge, there is no default thereunder by
any party thereto and no event has occurred that, with the passage of time
and/or the giving of notice would constitute a default thereunder.

          4.1.32    ILLEGAL ACTIVITY. To Borrower's knowledge, no portion of the
Property has been or will be purchased with proceeds of any illegal activity.

          4.1.33    NO CHANGE IN FACTS OR CIRCUMSTANCES; DISCLOSURE. All
information submitted by Borrower to Lender and in all financial statements,
rent rolls, reports, certificates and other documents submitted in connection
with the Loan or in satisfaction of the terms thereof and all statements of fact
made by Borrower in this Agreement or in any other Loan Document, are accurate,
complete and correct in all material respects. There has been no material
adverse change in any condition, fact, circumstance or event that would make any
such information inaccurate, incomplete or otherwise misleading in any material
respect or that otherwise materially and adversely affects or might materially
and adversely affect the Property or the business operations or the financial
condition of Borrower. Borrower has disclosed to Lender all material facts and
has not failed to disclose any material fact that could cause any representation
or warranty made herein to be materially misleading.

          4.1.34    Intentionally deleted.

          4.1.35    PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION. Borrower shall
not change its principal place of business set forth in the introductory
paragraph of this Agreement without first giving Lender thirty (30) days prior
written notice. Borrower shall not change the place of its organization as set
forth in the introductory paragraph of this Agreement without the consent

                                       34


of Lender, which consent shall not be unreasonably withheld, conditioned or
delayed. Upon Lender's request, Borrower shall execute and deliver additional
financing statements, security agreements and other instruments which may be
necessary to effectively evidence or perfect Lender's security interest in the
Property as a result of such change of principal place of business or place of
organization.

          4.1.36    INVESTMENT COMPANY ACT. Borrower is not (a) an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended; (b) a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of
either a "holding company" or a "subsidiary company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended; or (c) subject to any
other federal or state law or regulation which purports to restrict or regulate
its ability to borrow money.

          Section 4.2     SURVIVAL OF REPRESENTATIONS. Borrower agrees that all
of the representations and warranties of Borrower set forth in Section 4.1 and
elsewhere in this Agreement and in the other Loan Documents shall survive for so
long as any amount remains owing to Lender under this Agreement or any of the
other Loan Documents by Borrower. All representations, warranties, covenants and
agreements made in this Agreement or in the other Loan Documents by Borrower
shall be deemed to have been relied upon by Lender notwithstanding any
investigation heretofore or hereafter made by Lender or on its behalf.

                                    ARTICLE V

                               BORROWER COVENANTS

          Section 5.1     AFFIRMATIVE COVENANTS. From the Closing Date and until
payment and performance in full of all obligations of Borrower under the Loan
Documents or the earlier release of the Lien of the Mortgage encumbering the
Property (and all related obligations) in accordance with the terms of this
Agreement and the other Loan Documents, Borrower hereby covenants and agrees
with Lender that:

          5.1.1     EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS; INSURANCE.
Borrower shall do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its existence, rights, licenses, permits and
franchises and comply with all Legal Requirements applicable to it and the
Property. There shall never be committed by Borrower or any other Person in
occupancy of or involved with the operation or use of the Property any act or
omission affording the federal government or any state or local government the
right of forfeiture as against the Property or any part thereof or any monies
paid in performance of Borrower's obligations under any of the Loan Documents.
Borrower hereby covenants and agrees not to commit, permit or suffer to exist
any act or omission affording such right of forfeiture. Borrower shall at all
times maintain, preserve and protect all its franchises and trade names and
preserve all the remainder of its property used or useful in the conduct of its
business and shall keep the Property in good working order and repair, and from
time to time make, or cause to be made, all reasonably necessary repairs,
renewals, replacements, betterments and improvements thereto, all as more fully
provided in the Mortgage. Borrower shall keep the Property insured at all times
by financially sound and reputable insurers, to such extent and against such
risks, and maintain

                                       35


liability and such other insurance, as is more fully provided in this Agreement.
After prior written notice to Lender, Borrower, at its own expense, may contest
by appropriate legal proceeding promptly initiated and conducted in good faith
and with due diligence, the validity of any Legal Requirement, the applicability
of any Legal Requirement to Borrower or the Property or any alleged violation of
any Legal Requirement, provided that (i) no Event of Default has occurred and
remains uncured; (ii) intentionally omitted; (iii) such proceeding shall be
permitted under and be conducted in accordance with the provisions of any
instrument to which Borrower is subject and shall not constitute a default
thereunder and such proceeding shall be conducted in accordance with all
applicable statutes, laws and ordinances; (iv) the Property or any part thereof
or interest therein will not be in danger of being sold, forfeited, terminated,
cancelled or lost; (v) Borrower shall promptly upon final determination thereof
comply with any such Legal Requirement determined to be valid or applicable or
cure any violation of any Legal Requirement; (vi) such proceeding shall suspend
the enforcement of the contested Legal Requirement against Borrower or the
Property; and (vii) Borrower shall furnish such security as may be required in
the proceeding, or as may be requested by Lender, to insure compliance with such
Legal Requirement, together with all interest and penalties payable in
connection therewith. Lender may apply any such security, as necessary to cause
compliance with such Legal Requirement at any time when, in the reasonable
judgment of Lender, the validity, applicability or violation of such Legal
Requirement is finally established or the Property (or any part thereof or
interest therein) shall be in danger of being sold, forfeited, terminated,
cancelled or lost.

          5.1.2     TAXES AND OTHER CHARGES. Borrower shall pay or cause to be
paid all Taxes and Other Charges now or hereafter levied or assessed or imposed
against the Property or any part thereof as the same become due and payable;
PROVIDED, HOWEVER, Borrower's obligation to directly pay to the appropriate
taxing authority Taxes shall be suspended for so long as Borrower complies with
the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender
receipts for payment or other evidence satisfactory to Lender that the Taxes and
Other Charges have been so paid or are not then delinquent no later than ten
(10) days prior to the date on which the Taxes and/or Other Charges would
otherwise be delinquent if not paid (PROVIDED, HOWEVER, that Borrower is not
required to furnish such receipts for payment of Taxes in the event that such
Taxes have been paid by Lender pursuant to Section 7.2 hereof). If Borrower pays
or causes to be paid all Taxes and Other Charges and provides a copy of the
receipt evidencing the payment thereof to Lender, then Lender shall reimburse
Borrower, provided that there are then sufficient proceeds in the Tax and
Insurance Escrow Fund and provided that the Taxes are being paid pursuant to
Section 7.2. Upon written request of Borrower, if Lender has paid such Taxes
pursuant to Section 7.2 hereof, Lender shall provide Borrower with evidence that
such Taxes have been paid. Borrower shall not suffer and shall promptly cause to
be paid and discharged any Lien or charge whatsoever which may be or become a
Lien or charge against the Property, and shall promptly pay for all utility
services provided to the Property. After prior written notice to Lender,
Borrower, at its own expense, may contest by appropriate legal proceeding,
promptly initiated and conducted in good faith and with due diligence, the
amount or validity or application in whole or in part of any Taxes or Other
Charges, provided that (i) Borrower is permitted to do so under the provisions
of any mortgage or deed of trust superior in lien to the Mortgage; (ii) such
proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iii) the Property
nor any part thereof or interest therein will be in danger of

                                       36


being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall
promptly upon final determination thereof pay the amount of any such Taxes or
Other Charges, together with all costs, interest and penalties which may be
payable in connection therewith; (v) such proceeding shall suspend the
collection of such contested Taxes or Other Charges from the Property; and (vi)
Borrower shall furnish such security as may be required in the proceeding, or as
may be reasonably requested by Lender, to insure the payment of any such Taxes
or Other Charges, together with all interest and penalties thereon. Lender may
pay over any such cash deposit or part thereof held by Lender to the claimant
entitled thereto at any time when, in the reasonable judgment of Lender, the
entitlement of such claimant is established.

          5.1.3     LITIGATION. Borrower shall give prompt written notice to
Lender of any litigation or governmental proceedings pending or threatened
against Borrower which might materially adversely affect Borrower's condition
(financial or otherwise) or business or the Property.

          5.1.4     ACCESS TO PROPERTY. Borrower shall permit agents,
representatives and employees of Lender to inspect the Property or any part
thereof at reasonable hours upon reasonable advance notice, subject to the
rights of Tenants under their respective Leases.

          5.1.5     NOTICE OF DEFAULT. Borrower shall promptly advise Lender of
any material adverse change in Borrower's condition, financial or otherwise, or
of the occurrence of any Default or Event of Default of which Borrower has
knowledge.

          5.1.6     COOPERATE IN LEGAL PROCEEDINGS. Borrower shall cooperate
fully with Lender with respect to any proceedings before any court, board or
other Governmental Authority which may in any way affect the rights of Lender
hereunder or any rights obtained by Lender under any of the other Loan Documents
and, in connection therewith, permit Lender, at its election, to participate in
any such proceedings.

          5.1.7     PERFORM LOAN DOCUMENTS. Borrower shall observe, perform and
satisfy all the terms, provisions, covenants and conditions of, and shall pay
when due all costs, fees and expenses to the extent required under the Loan
Documents executed and delivered by, or applicable to, Borrower.

          5.1.8     INSURANCE BENEFITS. Borrower shall cooperate with Lender in
obtaining for Lender the benefits of any Insurance Proceeds lawfully or
equitably payable in connection with the Property, and Lender shall be
reimbursed for any expenses incurred in connection therewith (including
reasonable attorneys' fees and disbursements, and the payment by Borrower of the
expense of an appraisal on behalf of Lender in case of a fire or other casualty
affecting the Property or any part thereof) out of such Insurance Proceeds.

          5.1.9     FURTHER ASSURANCES. Borrower shall, at Borrower's sole cost
and expense:

          (a)       furnish to Lender all instruments, documents, boundary
surveys, footing or foundation surveys, certificates, plans and specifications,
appraisals, title and other insurance reports and agreements, and each and every
other document, certificate, agreement and instrument required to be furnished
by Borrower pursuant to the terms of the Loan Documents or reasonably requested
by Lender in connection therewith;

                                       37


          (b)       execute and deliver to Lender such documents, instruments,
certificates, assignments and other writings, and do such other acts necessary
or desirable, to evidence, preserve and/or protect the collateral at any time
securing or intended to secure the obligations of Borrower under the Loan
Documents, as Lender may reasonably require; and

          (c)       do and execute all and such further lawful and reasonable
acts, conveyances and assurances for the better and more effective carrying out
of the intents and purposes of this Agreement and the other Loan Documents, as
Lender shall reasonably require from time to time.

          5.1.10    INTENTIONALLY OMITTED.

          5.1.11    FINANCIAL REPORTING. (a) Borrower will keep and maintain or
will cause to be kept and maintained on a Fiscal Year basis, in accordance with
the requirements for a Special Purpose Entity set forth above, proper and
accurate books, records and accounts reflecting all of the financial affairs of
Borrower and all items of income and expense in connection with the operation on
an individual basis of the Property. Lender shall have the right from time to
time at all times during normal business hours upon reasonable notice to examine
such books, records and accounts at the office of Borrower or other Person
maintaining such books, records and accounts and to make such copies or extracts
thereof as Lender shall desire. After the occurrence and during the continuance
of an Event of Default, Borrower shall pay any costs and expenses incurred by
Lender to examine Borrower's accounting records with respect to the Property, as
Lender shall reasonably determine to be necessary or appropriate in the
protection of Lender's interest.

          (b)       Borrower will furnish to Lender annually, within ninety (90)
days following the end of each Fiscal Year of Borrower, either (i) a complete
copy of Borrower's annual financial statements audited by a "Big Four"
accounting firm or other independent certified public accountant reasonably
acceptable to Lender in accordance with the requirements for a Special Purpose
Entity set forth above, or (ii) a consolidated and annotated financial statement
of Borrower and Sole Member, audited by a "Big Four" accounting firm or other
independent certified public accountant acceptable to Lender in accordance with
the requirements for a Special Purpose Entity set forth above, together with
unaudited financial statements relating to the Borrower and the Property. Such
financial statements for the Property for such Fiscal Year and shall contain
statements of profit and loss for Borrower and the Property and a balance sheet
for Borrower. Such statements shall set forth the financial condition and the
results of operations for the Property for such Fiscal Year, and shall include,
but not be limited to, amounts representing annual Net Cash Flow, Net Operating
Income, Gross Income from Operations and Operating Expenses. Borrower's annual
financial statements shall be accompanied by (i) a comparison of the budgeted
income and expenses and the actual income and expenses for the prior Fiscal
Year, (ii) a certificate executed by the chief financial officer of Borrower or
the member of Borrower, as applicable, stating that each such annual financial
statement presents fairly the financial condition and the results of operations
of Borrower and the Property being reported upon and has been prepared in
accordance with accounting principles reasonably acceptable to Lender,
consistently applied, (iii) an unqualified opinion of a "Big Four" accounting
firm or other independent certified public accountant reasonably acceptable to
Lender, (iv) a certified rent roll containing current rent, lease expiration
dates and the square

                                       38


footage occupied by each tenant; (v) a schedule audited by such independent
certified public accountant reconciling Net Operating Income to Net Cash Flow
(the "NET CASH FLOW SCHEDULE"), which shall itemize all adjustments made to Net
Operating Income to arrive at Net Cash Flow deemed material by such independent
certified public accountant. Together with Borrower's annual financial
statements, Borrower shall furnish to Lender an Officer's Certificate certifying
as of the date thereof whether there exists an event or circumstance which
constitutes a Default or Event of Default under the Loan Documents executed and
delivered by, or applicable to, Borrower, and if such Default or Event of
Default exists, the nature thereof, the period of time it has existed and the
action then being taken to remedy the same.

          (c)       Borrower will furnish, or cause to be furnished, to Lender
on or before forty five (45) days after the end of each calendar quarter the
following items, accompanied by a certificate of the chief financial officer of
Borrower or the member of Borrower, as applicable, stating that such items are
true, correct, accurate, and complete and fairly present the financial condition
and results of the operations of Borrower and the Property (subject to normal
year-end adjustments) as applicable: (i) a rent roll for the subject month
accompanied by an Officer's Certificate with respect thereto; (ii) quarterly and
year-to-date operating statements (including Capital Expenditures) prepared for
each calendar quarter, noting Net Operating Income, Gross Income from
Operations, and Operating Expenses (not including any contributions to the
Replacement Reserve Fund, and other information necessary and sufficient to
fairly represent the financial position and results of operation of the Property
during such calendar month, and containing a comparison of budgeted income and
expenses and the actual income and expenses together with a detailed explanation
of any variances of five percent (5%) or more between budgeted and actual
amounts for such periods, all in form satisfactory to Lender, (iii) a
calculation reflecting the annual Debt Service Coverage Ratio for the
immediately preceding twelve (12) month period as of the last day of such month
accompanied by an Officer's Certificate with respect thereto; and (iv) a Net
Cash Flow Schedule (such Net Cash Flow for the Borrower may be unaudited if it
is certified by an officer of the Borrower). In addition, such certificate shall
also be accompanied by a certificate of the chief financial officer of Borrower
or the member of Borrower stating that the representations and warranties of
Borrower set forth in Section 4.1.30(a) are true and correct as of the date of
such certificate.

          (d)       For the partial year period commencing on the Closing Date,
and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual
Budget not later than thirty (30) days after the commencement of such period or
Fiscal Year in form reasonably satisfactory to Lender.

          (e)       Borrower shall furnish to Lender, within ten (10) Business
Days after request (or as soon thereafter as may be reasonably possible), such
further detailed information with respect to the operation of the Property and
the financial affairs of Borrower as may be reasonably requested by Lender.

          (f)       Borrower shall furnish to Lender, within ten (10) Business
Days after Lender's request (or as soon thereafter as may be reasonably
possible), financial and sales information from such other designated by Lender
(to the extent such financial and sales information is required to be provided
under applicable leases and same is received by Borrower after request
therefor).

                                       39


          (g)       Borrower will cause Indemnitor to furnish to Lender
annually, within one hundred twenty (120) days following the end of each Fiscal
Year of Indemnitor, financial statements audited by an independent certified
public accountant, which shall include an annual balance sheet and profit and
loss statement of Indemnitor, in the form reasonably required by Lender.

          (h)       Any reports, statements or other information required to be
delivered under this Agreement shall be delivered (i) in paper form, (ii) on a
diskette, and (iii) if requested by Lender and within the capabilities of
Borrower's data systems without change or modification thereto, in electronic
form and prepared using a Microsoft Word for Windows or WordPerfect for Windows
files (which files may be prepared using a spreadsheet program and saved as word
processing files).

          5.1.12    BUSINESS AND OPERATIONS. Borrower will continue to engage in
the businesses presently conducted by it as and to the extent the same are
necessary for the ownership, maintenance, management and operation of the
Property. Borrower will qualify to do business and will remain in good standing
under the laws of each jurisdiction as and to the extent the same are required
for the ownership, maintenance, management and operation of the Property.

          5.1.13    TITLE TO THE PROPERTY. Borrower will warrant and defend (a)
the title to the Property and every part thereof, subject only to Liens
permitted hereunder (including Permitted Encumbrances) and (b) the validity and
priority of the Liens of the Mortgage and the Assignment of Leases on the
Property, subject only to Liens permitted hereunder (including Permitted
Encumbrances), in each case against the claims of all Persons whomsoever.
Borrower shall reimburse Lender for any losses, costs, damages or expenses
(including reasonable attorneys' fees and court costs) incurred by Lender if an
interest in the Property, other than as permitted hereunder, is claimed by
another Person.

          5.1.14    COSTS OF ENFORCEMENT. In the event (a) that the Mortgage
encumbering the Property is foreclosed in whole or in part or that the Mortgage
is put into the hands of an attorney for collection, suit, action or
foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to
the Mortgage encumbering the Property in which proceeding Lender is made a
party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar
proceeding in respect of Borrower or any of its constituent Persons or an
assignment by Borrower or any of its constituent Persons for the benefit of its
creditors, Borrower, its successors or assigns, shall be chargeable with and
agrees to pay all costs of collection and defense, including reasonable
attorneys' fees and costs, incurred by Lender or Borrower in connection
therewith and in connection with any appellate proceeding or post-judgment
action involved therein, together with all required service or use taxes.

          5.1.15    ESTOPPEL STATEMENT. (a) After request by Lender, Borrower
shall within ten (10) days furnish Lender with a statement, duly acknowledged
and certified, setting forth (i) the amount of the original principal amount of
the Note, (ii) the unpaid principal amount of the Note, (iii) the applicable
interest rate of the Note, (iv) the date installments of interest and/or
principal were last paid, (v) any offsets or defenses to the payment of the
Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other
Loan Documents are valid, legal and

                                       40


binding obligations and have not been modified or if modified, giving
particulars of such modification.

          (b)       Borrower shall use commercially reasonable efforts to
deliver to Lender upon request, tenant estoppel certificates from each
commercial tenant leasing space at the Property in form and substance reasonably
satisfactory to Lender provided that Borrower shall not be required to deliver
such certificates more frequently than one (1) time in any calendar year.

          (c)       Within thirty (30) days of request by Borrower, Lender shall
deliver to Borrower a statement setting forth the items described at (a)(i),
(ii), (iii) and (iv) of this Section 5.1.15.

          5.1.16    LOAN PROCEEDS. Borrower shall use the proceeds of the Loan
received by it on the Closing Date only for the purposes set forth in Section
2.1.4.

          5.1.17    PERFORMANCE BY BORROWER. Borrower shall in a timely manner
observe, perform and fulfill each and every covenant, term and provision of each
Loan Document executed and delivered by, or applicable to, Borrower, and shall
not enter into or otherwise suffer or permit any amendment, waiver, supplement,
termination or other modification of any Loan Document executed and delivered
by, or applicable to, Borrower without the prior written consent of Lender.

          5.1.18    CONFIRMATION OF REPRESENTATIONS. Borrower shall deliver, in
connection with any Securitization, (a) one or more Officer's Certificates
certifying as to the accuracy of all representations made by Borrower in the
Loan Documents as of the date of the closing of such Securitization, and (b)
certificates of the relevant Governmental Authorities in all relevant
jurisdictions indicating the good standing and qualification of Borrower and its
member as of the date of the Securitization.

          5.1.19    NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of the Property (a) with any other real property
constituting a tax lot separate from the Property, and (b) which constitutes
real property with any portion of the Property which may be deemed to constitute
personal property, or any other procedure whereby the lien of any taxes which
may be levied against such personal property shall be assessed or levied or
charged to such real property portion of the Property.

          5.1.20    LEASING MATTERS. Any Leases with respect to the Property
written after the Closing Date for more than the Relevant Leasing Threshold
square footage shall be subject to the prior written approval of Lender, which
approval may be given or withheld in the sole discretion of Lender. Lender shall
approve or disapprove any such Lease within ten (10) Business Days of Lender's
receipt of a final execution draft of such Lease (including all exhibits,
schedules, supplements, addenda or other agreements relating thereto) and a
written notice from Borrower requesting Lender's approval to such Lease, and
such Lease shall be deemed approved, if Lender does not disapprove such Lease
within said ten (10) Business Day period PROVIDED such written notice
conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF
THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF

                                       41


LENDER DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF
LENDER'S RECEIPT OF SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish
Lender with executed copies of all Leases. All renewals of Leases and all
proposed Leases shall provide for rental rates comparable to existing local
market rates (unless such rental rates are otherwise set forth in the Leases
executed prior to the Closing Date). All proposed Leases shall be on
commercially reasonable terms and shall not contain any terms which would
materially affect Lender's rights under the Loan Documents. All Leases executed
after the Closing Date shall provide that they are subordinate to the Mortgage
encumbering the Property and that the tenant thereunder agrees to attorn to
Lender or any purchaser at a sale by foreclosure or power of sale. Borrower (i)
shall observe and perform the obligations imposed upon the lessor under the
Leases in a commercially reasonable manner; (ii) shall enforce the terms,
covenants and conditions contained in the Leases upon the part of the tenant
thereunder to be observed or performed in a commercially reasonable manner and
in a manner not to impair the value of the Property involved except that no
termination by Borrower or acceptance of surrender by a tenant of any Lease
shall be permitted unless by reason of a tenant default and then only in a
commercially reasonable manner to preserve and protect the Property PROVIDED,
HOWEVER, that no such termination or surrender of any Lease covering more than
the Relevant Leasing Threshold will be permitted without the written consent of
Lender which consent may be withheld in the sole discretion of Lender; (iii)
shall not collect any of the rents more than one (1) month in advance (other
than security deposits); (iv) shall not execute any other assignment of lessor's
interest in the Leases or the Rents (except as contemplated by the Loan
Documents); (v) shall not alter, modify or change the terms of the Leases in a
manner inconsistent with the provisions of the Loan Documents without the prior
written consent of Lender, which consent may be withheld in the sole discretion
of Lender; and (vi) shall execute and deliver at the request of Lender all such
further assurances, confirmations and assignment in connection with the Leases
as Lender shall from time to time reasonably require. Notwithstanding the
foregoing, Borrower may, without the prior written consent of Lender, terminate
any Lease which demises less than the Relevant Leasing Threshold under any of
the following circumstances: (i) the tenant under said Lease is in default
beyond any applicable grace and cure period, and Borrower has the right to
terminate such Lease; (ii) such termination is permitted by the terms of the
Lease in question and Borrower has secured an obligation from a third party to
lease the space under the Lease to be terminated at a rental equal to or higher
than the rental due under the Lease to be terminated; and (iii) if the tenant
under the Lease to be terminated, has executed a right under said Lease to
terminate its lease upon payment of a termination fee to Borrower, and has in
fact terminated its lease and paid said fee, Borrower may accept said
termination.

          5.1.21    ALTERATIONS. Subject to the rights of tenants to make
alterations pursuant to the terms of their respective Leases, Borrower shall
obtain Lender's prior written consent to any alterations to any Improvements,
which consent shall not be unreasonably withheld or delayed except with respect
to alterations that may have a material adverse effect on Borrower's financial
condition, the value of the Property or the Net Operating Income.
Notwithstanding the foregoing, Lender's consent shall not be required in
connection with any alterations that will not have a material adverse effect on
Borrower's financial condition, the value of the Property or the Net Operating
Income, provided that such alterations are made in connection with (a) tenant
improvement work performed pursuant to the terms of any Lease executed on or
before the Closing Date, (b) tenant improvement work performed pursuant to the
terms and provisions of a Lease and not adversely affecting any structural
component of any Improvements, any utility or

                                       42


HVAC system contained in any Improvements or the exterior of any building
constituting a part of any Improvements, (c) alterations performed in connection
with the restoration of the Property after the occurrence of a casualty in
accordance with the terms and provisions of this Agreement or (d) any structural
alteration which costs less than $50,000.00 in the aggregate for all components
thereof which constitute such alteration or any non-structural alteration which
costs less than $100,000.00 in the aggregate for all components thereof which
constitute such alteration. If the total unpaid amounts due and payable with
respect to alterations to the Improvements at the Property (other than such
amounts to be paid or reimbursed by tenants under the Leases) shall at any time
equal or exceed $350,000.00 (the "THRESHOLD AMOUNT"), Borrower, upon Lender's
request, shall promptly deliver to Lender as security for the payment of such
amounts and as additional security for Borrower's obligations under the Loan
Documents any of the following: (A) cash, (B) U.S. Obligations, (C) other
securities having a rating acceptable to Lender and that the applicable Rating
Agencies have confirmed in writing will not, in and of itself, result in a
downgrade, withdrawal or qualification of the initial, or, if higher, then
current ratings assigned in connection with any Securitization, or (D) a
completion bond or letter of credit issued by a financial institution having a
rating by Standard & Poor's Ratings Group of not less than A-1+ if the term of
such bond or letter of credit is no longer than three (3) months or, if such
term is in excess of three (3) months, issued by a financial institution having
a rating that is acceptable to Lender and that the applicable Rating Agencies
have confirmed in writing will not, in and of itself, result in a downgrade,
withdrawal or qualification of the initial, or, if higher, then current ratings
assigned in connection with any Securitization. Such security shall be in an
amount equal to the excess of the total unpaid amounts with respect to
alterations to the Improvements on the Property (other than such amounts to be
paid or reimbursed by tenants under the Leases) over the Threshold Amount and,
if cash, may be applied from time to time, at the option of Borrower, to pay for
such alterations. At the option of Lender, following the occurrence and during
the continuance of an Event of Default, Lender may terminate any of the
alterations and use the deposit to restore the Property to the extent necessary
to prevent any material adverse effect on the value of the Property.

          5.1.22    INTENTIONALLY OMITTED.

          5.1.23    INTENTIONALLY OMITTED.

          Section 5.2     NEGATIVE COVENANTS. From the Closing Date until
payment and performance in full of all obligations of Borrower under the Loan
Documents or the earlier release of the Lien of the Mortgage encumbering the
Property in accordance with the terms of this Agreement and the other Loan
Documents, Borrower covenants and agrees with Lender that it will not do,
directly or indirectly, any of the following:

          5.2.1     OPERATION OF PROPERTY. Borrower shall not, without the prior
consent of Lender, terminate the Management Agreement or otherwise replace the
Manager or enter into any other management agreement with respect to the
Property unless the Manager is in default thereunder beyond any applicable grace
or cure period, in which event no consent by Lender shall be required. Lender
agrees that its consent will not be unreasonably withheld, delayed or
conditioned provided that the Person chosen by Borrower as the replacement
Manager is a Qualifying Manager and provided further that Borrower shall deliver
an acceptable non-

                                       43


consolidation opinion covering such replacement Manager if any such opinion was
delivered at the closing of the Loan and such Person was not covered by that
opinion.

          5.2.2     LIENS. Borrower shall not, without the prior written consent
of Lender, create, incur, assume or suffer to exist any Lien on any portion of
the Property or permit any such action to be taken, except:

          (i)       Permitted Encumbrances;

          (ii)      Liens created by or permitted pursuant to the Loan
     Documents; and

          (iii)     Liens for Taxes or Other Charges not yet due (or that
     Borrower is contesting in accordance with the terms of Sections 5.1.2
     hereof).

          5.2.3     DISSOLUTION. Borrower shall not (a) engage in any
dissolution, liquidation or consolidation or merger with or into any other
business entity, (b) engage in any business activity not related to the
ownership and operation of the Property, (c) transfer, lease or sell, in one
transaction or any combination of transactions, the assets or all or
substantially all of the properties or assets of Borrower except to the extent
permitted by the Loan Documents, (d) modify, amend, waive or terminate its
organizational documents or its qualification and good standing in any
jurisdiction or (e) cause the Sole Member to (i) dissolve, wind up or liquidate
or take any action, or omit to take an action, as a result of which the Sole
Member would be dissolved, wound up or liquidated in whole or in part, or (ii)
amend, modify, waive or terminate the certificate of limited partnership or
partnership agreement of the Sole Member, in each case, without obtaining the
prior written consent of Lender or Lender's designee.

          5.2.4     CHANGE IN BUSINESS. Borrower shall not enter into any line
of business other than the ownership and operation of the Property, or make any
material change in the scope or nature of its business objectives, purposes or
operations, or undertake or participate in activities other than the continuance
of its present business.

          5.2.5     DEBT CANCELLATION. Borrower shall not cancel or otherwise
forgive or release any claim or debt (other than termination of Leases in
accordance herewith) owed to Borrower by any Person, except for adequate
consideration and in the ordinary course of Borrower's business.

          5.2.6     AFFILIATE TRANSACTIONS. Borrower shall not enter into, or be
a party to, any transaction with an Affiliate of Borrower or any of the partners
of Borrower except in the ordinary course of business and on terms which are
fully disclosed to Lender in advance and are no less favorable to Borrower or
such Affiliate than would be obtained in a comparable arm's-length transaction
with an unrelated third party.

          5.2.7     ZONING. Borrower shall not initiate or consent to any zoning
reclassification of any portion of the Property or seek any variance under any
existing zoning ordinance or use or permit the use of any portion of the
Property in any manner that could result in such use becoming a non-conforming
use under any zoning ordinance or any other applicable land use law, rule or
regulation, without the prior consent of Lender.

                                       44


          5.2.8     ASSETS. Borrower shall not purchase or own any properties
other than the Property.

          5.2.9     DEBT. Borrower shall not create, incur or assume any
Indebtedness other than the Debt except to the extent expressly permitted
hereby.

          5.2.10    NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of the Property with (a) any other real property
constituting a tax lot separate from the Property, or (b) any portion of the
Property which may be deemed to constitute personal property, or any other
procedure whereby the Lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to the Property.

          5.2.11    INTENTIONALLY DELETED.

          5.2.12    ERISA. (a) Borrower shall not engage in any transaction
which would cause any obligation, or action taken or to be taken, hereunder (or
the exercise by Lender of any of its rights under the Note, this Agreement or
the other Loan Documents) to be a non-exempt (under a statutory or
administrative class exemption) prohibited transaction under ERISA.

          (b)       Borrower further covenants and agrees to deliver to Lender
such certifications or other evidence from time to time throughout the term of
the Loan, as requested by Lender in its sole discretion, that (A) Borrower is
not and does not maintain an "employee benefit plan" as defined in Section 3(3)
of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within
the meaning of Section 3(3) of ERISA; (B) Borrower is not subject to state
statutes regulating investments and fiduciary obligations with respect to
governmental plans; and (C) one or more of the following circumstances is true:

          (i)       Equity interests in Borrower are publicly offered
     securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2);

          (ii)      Less than twenty-five percent (25%) of each outstanding
     class of equity interests in Borrower are held by "benefit plan investors"
     within the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or

          (iii)     Borrower qualifies as an "operating company" or a "real
     estate operating company" within the meaning of 29 C.F.R. Section
     2510.3-101(c) or (e).

          5.2.13    TRANSFERS. Unless such action is permitted by the provisions
of this Section 5.2.13, Borrower will not (i) sell, assign, convey, transfer or
otherwise dispose of its interests in the Property or any part thereof, (ii)
permit any owner, directly or indirectly, of an ownership interest in the
Property, to transfer such interest, whether by transfer of stock or other
interest in Borrower or any entity, or otherwise, (iii) incur Indebtedness, (iv)
mortgage, hypothecate or otherwise encumber or grant a security interest in the
Property or any part thereof, (v) sell, assign, convey, transfer, mortgage,
encumber, grant a security interest in, or otherwise dispose of any direct or
indirect ownership interest in Borrower, or permit any owner of an interest in
Borrower to do the same, or (vi) file a declaration of condominium with respect
to the Property (any of the foregoing transactions, a "TRANSFER"). For purposes
hereof, a "Transfer" shall not include (A) any issuance, sale or transfer of
interests in Inland Western

                                       45


Retail Real Estate Trust, Inc., (B) transfer by devise or descent or by
operation of law upon the death of a member of Borrower, and (C) a sale,
transfer or hypothecation of a membership interest in Borrower, whichever the
case may be, by the current member(s), as applicable, to an immediate family
member (i.e., parents, spouses, siblings, children or grandchildren) of such
member (or a trust for the benefit of any such persons).

          (a)       On and after the date that is twelve (12) months following
the Closing Date, Lender shall not withhold its consent to a Transfer of the
Property, provided that the following conditions are satisfied:

          (1)       the transferree of the Property shall be a Special Purpose
                    Entity (the "TRANSFEREE") which at the time of such transfer
                    will be in compliance with the covenants contained in
                    Section 5.1.1 and the representations contained in 4.1.30
                    hereof and which shall have assumed in writing (subject to
                    the terms of Section 9.4 hereof) and agreed to comply with
                    all the terms, covenants and conditions set forth in this
                    Loan Agreement and the other Loan Documents, expressly
                    including the covenants contained in Section 5.1.1 and the
                    representations contained in 4.1.30 hereof;

          (2)       if requested by Lender, Borrower shall deliver confirmation
                    in writing from the Rating Agencies that such proposed
                    Transfer will not cause a downgrading, withdrawal or
                    qualification of the then current rating of any securities
                    issued pursuant to such Securitization;

          (3)       if Manager does not act as manager of the transferred
                    Property then the manager of the Property must be a
                    Qualifying Manager;

          (4)       no Event of Default shall have occurred and be continuing;

          (5)       if required or requested by any of the Rating Agencies,
                    Borrower shall deliver an Additional Insolvency Opinion, and
                    if required by a Rating Agency, a fraudulent conveyance
                    opinion with respect to Transferee, which opinion shall be
                    acceptable to Lender in its reasonable discretion;

          (6)       Borrower shall have paid (A) an assumption fee equal to one
                    percent (1.0%) of the then outstanding principal balance of
                    the Loan, and (B) the reasonable and customary third-party
                    expenses (including reasonable attorneys' fees and
                    disbursements) actually incurred by Lender in connection
                    with such Transfer; PROVIDED, HOWEVER, no assumption fee
                    shall be required for a Transfer of the Property to a
                    Transferee acceptable to Lender in connection with a joint
                    venture between Inland Western Retail Real Estate Trust,
                    Inc. and an institution acceptable to Lender provided Inland
                    Western Retail Real Estate Trust, Inc., or an Affiliate
                    wholly-owned (directly or indirectly) by Inland Western
                    Retail Real Estate Trust, Inc., owns at least twenty percent
                    (20%) of the ownership interests in such Transferee and for
                    which Inland Western Retail Real Estate Trust, Inc., or an
                    Affiliate wholly-owned (directly or indirectly) by Inland

                                       46


                    Western Retail Real Estate Trust, Inc., is the managing
                    entity and otherwise maintains operational and managerial
                    control of such Transferee, provided that Borrower shall pay
                    all of Lender's reasonable and customary third-party
                    expenses (including reasonable attorneys' fees and
                    disbursements) actually incurred by Lender in connection
                    with such Transfer and a processing fee of $5,000.

Lender shall approve or disapprove any proposed Transfer governed by this
Section 5.2.13(a) within thirty (30) days of Lender's receipt of a written
notice from Borrower requesting Lender's approval, provided such notice includes
all information necessary to make such decision, and further provided that such
written notice from Borrower shall conspicuously state, in large bold type, that
"PURSUANT TO SECTION 5.2.13 OF THE LOAN AGREEMENT, A RESPONSE IS REQUIRED WITHIN
THIRTY (30) DAYS OF LENDER'S RECEIPT OF THIS WRITTEN NOTICE". If Lender fails to
disapprove any such matter within such period, Borrower shall provide a second
written notice requesting approval, which written notice shall conspicuously
state, in large bold type, that "PURSUANT TO SECTION 5.2.13 OF THE LOAN
AGREEMENT, THE MATTER DESCRIBED HEREIN SHALL BE DEEMED APPROVED IF LENDER DOES
NOT RESPOND TO THE CONTRARY WITHIN TEN (10) DAYS OF LENDER'S RECEIPT OF THIS
WRITTEN NOTICE". Thereafter, if Lender does not disapprove such matter within
said ten (10) day period such matter shall be deemed approved.

          (b)       On and after the date that is twelve (12) months following
the Closing Date, Lender shall not withhold its consent to, and shall not
charge an assumption fee in connection with, (1) a Transfer of up to, in the
aggregate, forty-nine percent (49%) of the ownership interests in Inland Western
Retail Real Estate Limited Partnership, PROVIDED that (A) such transfer is to a
Qualified Entity (as defined below), and (B) Borrower shall pay all of Lender's
reasonable and customary third-party expenses (including reasonable attorneys'
fees and disbursements) actually incurred by Lender in connection with such
Transfer and a processing fee of $5,000. For purposes of this Agreement, a
"QUALIFIED ENTITY" shall mean an entity (x) with a net worth of $200,000,000 or
more, (y) with sufficient experience (determined by Lender in its reasonable
discretion) in the ownership and management of properties similar to the
Property, and (z) which owns or manages retail properties containing at least
500,000 square feet of gross leasable area. If required or requested by any of
the Rating Agencies, Borrower shall deliver a substantive non-consolidation
opinion with respect to any party not now owning more than 49% of the ownership
interests in Borrower acquiring more than 49% of the ownership interests in
Borrower.

          (c)       Notwithstanding anything in this Section 5.2.13 to the
contrary, on or after the date that is twelve (12) months after the Closing
Date, Borrower shall be permitted to Transfer the entire Property to a
newly-formed Special Purpose Entity which shall be wholly-owned subsidiary of
Inland Western Retail Real Estate Trust, Inc. ("PERMITTED AFFILIATE TRANSFEREE")
which shall be approved by Lender by the Closing Date ("PERMITTED AFFILIATE
TRANSFER"), provided (1) no Event of Default shall have occurred and be
continuing, (2) the creditworthiness of Inland Western Retail Real Estate Trust,
Inc., as applicable, has not deteriorated, in the sole discretion of Lender,
from the Closing Date to the date of the proposed Transfer, and (3) Borrower
shall have paid all reasonable and customary third party expenses

                                       47


(including reasonable attorneys' fees and disbursements) actually incurred by
Lender in connection with such Transfer (but not any assumption or processing
fee).

          (d)       Borrower, without the consent of Lender, may grant
easements, restrictions, covenants, reservations and rights of way in the
ordinary course of business for water and sewer lines, telephone and telegraph
lines, electric lines and other utilities or for other similar purposes,
provided that no transfer, conveyance or encumbrance shall materially impair the
utility and operation of the Property or materially adversely affect the value
of the Property or the Net Operating Income of the Property. If Borrower shall
receive any consideration in connection with any of said described transfers or
conveyances, Borrower shall have the right to use any such proceeds in
connection with any alterations performed in connection therewith, or required
thereby. In connection with any transfer, conveyance or encumbrance permitted
above, the Lender shall execute and deliver any instrument reasonably necessary
or appropriate to evidence its consent to said action or to subordinate the Lien
of the Mortgage to such easements, restrictions, covenants, reservations and
rights of way or other similar grants upon receipt by the Lender of: (A) a copy
of the instrument of transfer; and (B) an Officer's Certificate stating with
respect to any transfer described above, that such transfer does not materially
impair the utility and operation of the Property or materially reduce the value
of the Property or the Net Operating Income of the Property.

                                   ARTICLE VI

                        INSURANCE; CASUALTY; CONDEMNATION

          Section 6.1     INSURANCE. (a) Borrower shall obtain and maintain, or
cause to be maintained, insurance for Borrower and the Property providing at
least the following coverages:

          (i)       comprehensive all risk insurance on the Improvements and the
     Personal Property, including contingent liability from Operation of
     Building Laws, Demolition Costs and Increased Cost of Construction
     Endorsements, in each case (A) in an amount equal to one hundred percent
     (100%) of the "Full Replacement Cost," which for purposes of this Agreement
     shall mean actual replacement value (exclusive of costs of excavations,
     foundations, underground utilities and footings) with a waiver of
     depreciation; (B) containing an agreed amount endorsement with respect to
     the Improvements and Personal Property waiving all co-insurance provisions;
     (C) providing for no deductible in excess of Ten Thousand and No/100
     Dollars ($10,000) for all such insurance coverage; and (D) containing an
     "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the
     Improvements or the use of the Property shall at any time constitute legal
     non-conforming structures or uses. In addition, Borrower shall obtain: (y)
     if any portion of the Improvements is currently or at any time in the
     future located in a federally designated "special flood hazard area", flood
     hazard insurance in an amount equal to the lesser of (1) the outstanding
     principal balance of the Note or (2) the maximum amount of such insurance
     available under the National Flood Insurance Act of 1968, the Flood
     Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
     of 1994, as each may be amended or such greater amount as Lender shall
     require; and (z) earthquake insurance in amounts and in form and substance
     satisfactory to Lender in the event the Property is located in an area with
     a high degree of seismic activity, provided that the

                                       48


     insurance pursuant to clauses (y) and (z) hereof shall be on terms
     consistent with the comprehensive all risk insurance policy required under
     this subsection (i).

          (ii)      commercial general liability insurance against claims for
     personal injury, bodily injury, death or property damage occurring upon, in
     or about the Property, such insurance (A) to be on the so-called
     "occurrence" form with a combined limit, including umbrella coverage, of
     not less than Five Million and No/100 Dollars ($5,000,000.00); (B) to
     continue at not less than the aforesaid limit until required to be changed
     by Lender in writing by reason of changed economic conditions making such
     protection inadequate; and (C) to cover at least the following hazards: (1)
     premises and operations; (2) products and completed operations on an "if
     any" basis; (3) independent contractors; (4) blanket contractual liability
     for all legal contracts; and (5) contractual liability covering the
     indemnities contained in Article 9 of the Mortgage to the extent the same
     is available;

          (iii)     business income insurance (A) with loss payable to Lender;
     (B) covering all risks required to be covered by the insurance provided for
     in subsection (i) above; (C) covering rental losses or business
     interruption, as may be applicable, for a period of at least twelve (12)
     months after the date of the casualty; and (D) in an annual amount equal to
     (100%) of the rents or estimated gross revenues from the operation of the
     Property (as reduced to reflect expenses not incurred during Restoration).
     The amount of such business income insurance shall be determined prior to
     the Closing Date and at least once each year thereafter based on Borrower's
     reasonable estimate of the gross income from the Property for the
     succeeding twelve (12) month period. All proceeds payable to Lender
     pursuant to this subsection shall be held by Lender and shall be applied to
     the obligations secured by the Loan Documents from time to time due and
     payable hereunder and under the Note; PROVIDED, HOWEVER, that nothing
     herein contained shall be deemed to relieve Borrower of its obligations to
     pay the obligations secured by the Loan Documents on the respective dates
     of payment provided for in the Note and the other Loan Documents except to
     the extent such amounts are actually paid out of the proceeds of such
     business income insurance;

          (iv)      at all times during which structural construction, repairs
     or alterations are being made with respect to the Improvements, and only if
     the Property coverage form does not otherwise apply, (A) owner's contingent
     or protective liability insurance covering claims not covered by or under
     the terms or provisions of the above mentioned commercial general liability
     insurance policy; and (B) the insurance provided for in subsection (i)
     above written in a so-called builder's risk completed value form (1) on a
     non-reporting basis, (2) against all risks insured against pursuant to
     subsection (i) above, (3) including permission to occupy the Property, and
     (4) with an agreed amount endorsement waiving co-insurance provisions;

          (v)       workers' compensation, subject to the statutory limits of
     the State;

          (vi)      comprehensive boiler and machinery insurance, if applicable,
     in amounts as shall be reasonably required by Lender on terms consistent
     with the commercial property insurance policy required under subsection (i)
     above;

                                       49


          (vii)     umbrella liability insurance in an amount not less than Five
     Million and No/100 Dollars ($5,000,000.00) per occurrence on terms
     consistent with the commercial general liability insurance policy required
     under subsection (ii) above;

          (viii)    if any of the policies of insurance covering the risks
     required to be covered under subsections (i) through (vii) above contains
     an exclusion from coverage for acts of terrorism, Borrower shall obtain and
     maintain a separate policy providing such coverages in the event of any act
     of terrorism, provided such coverage is commercially available for
     properties similar to the Property and located in or around the region in
     which the Property is located. Notwithstanding the foregoing, Borrower
     shall not be required to obtain such a policy, provided (I) Borrower
     confirms to Lender, in writing, that it shall protect and hold Lender
     harmless from any losses associated with such risks by, among other things,
     either (A) depositing with Lender sums sufficient to pay for all uninsured
     costs related to a Restoration of the Property following any act of
     terrorism (which sum shall be treated as a Net Proceeds Deficiency), or (B)
     provided such act of terrorism occurs on or after the Permitted Prepayment
     Date, prepaying the Loan in accordance with the terms hereof, including,
     without limitation, the payment of any Prepayment Consideration due in
     connection therewith; (II) Inland Western Retail Real Estate Trust,
     Inc. ("TERRORISM INSURANCE GUARANTOR") executes a guaranty, in form and
     substance satisfactory to Lender, guaranteeing in the event of any act of
     terrorism, payment to Lender of any sums that Borrower is obligated to pay
     to Lender under clause (I) above (which shall be applied in accordance with
     Section 6.4 hereof) and (III) Terrorism Insurance Guarantor maintains a net
     worth of at least $300,000,000 (as determined by such entity's most recent
     audited financial statements), such entity maintains a direct or indirect
     ownership interest in Borrower, and the aggregate loan-to-value ratio (as
     determined by Lender) ("LTV") for all properties on which such entity has a
     direct or indirect ownership interest shall not exceed 55%, however,
     Terrorism Insurance Guarantor may exceed the 55% LTV for a period not to
     exceed six (6) months out of any twelve (12) month period either 1) during
     the time period when Terrorism Insurance Guarantor is offering securities
     to the public, or 2) when in the business judgement of Terrorism Insurance
     Guarantor, exceeding an LTV of 55% is necessary given existing
     circumstances of the credit environment, but in no event shall the LTV
     exceed 65% if Terrorism Insurance Guarantor maintains a net worth greater
     than or equal to $300,000,000, but less than $400,000,000, or 70% if
     Terrorism Insurance Guarantor maintains a net worth of at least
     $400,000,000.

          (ix)      upon sixty (60) days' written notice, such other reasonable
     insurance and in such reasonable amounts as Lender from time to time may
     reasonably request against such other insurable hazards which at the time
     are commonly insured against for property similar to the Property located
     in or around the region in which the Property is located.

          (b)       All insurance provided for in Section 6.1(a) shall be
obtained under valid and enforceable policies (collectively, the "POLICIES" or
in the singular, the "POLICY"), and shall be subject to the approval of Lender
as to insurance companies, amounts, deductibles, loss payees and insureds. The
Policies shall be issued by financially sound and responsible insurance
companies authorized to do business in the State and having a rating of "A:X" or
better in the current Best's Insurance Reports and a claims paying ability
rating of "AA" or better by at least

                                       50


two (2) of the Rating Agencies including, (i) Standard & Poor's Ratings Group,
and (ii) Moody's Investors Services, Inc. if Moody's Investors Service, Inc. is
rating the Securities. The Policies described in Section 6.1 (other than those
strictly limited to liability protection) shall designate Lender as loss payee.
Not less than thirty (30) days prior to the expiration dates of the Policies
theretofore furnished to Lender, certificates of insurance evidencing the
Policies accompanied by evidence satisfactory to Lender of payment of the
premiums due thereunder (the "INSURANCE PREMIUMS"), shall be delivered by
Borrower to Lender.

          (c)       Any blanket insurance Policy shall specifically allocate to
the Property the amount of coverage from time to time required hereunder and
shall otherwise provide the same protection as would a separate Policy insuring
only the Property in compliance with the provisions of Section 6.1(a).

          (d)       All Policies of insurance provided for or contemplated by
Section 6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall
name Borrower, or the Tenant, as the insured and Lender as the additional
insured, as its interests may appear, and in the case of property damage, boiler
and machinery, flood and earthquake insurance shall contain a so-called New York
standard non-contributing mortgagee clause in favor of Lender providing that the
loss thereunder shall be payable to Lender.

          (e)       All Policies of insurance provided for in Section 6.1(a)
shall contain clauses or endorsements to the effect that:

          (i)       no act or negligence of Borrower, or anyone acting for
     Borrower, or of any Tenant or other occupant, or failure to comply with the
     provisions of any Policy, which might otherwise result in a forfeiture of
     the insurance or any part thereof, shall in any way affect the validity or
     enforceability of the insurance insofar as Lender is concerned;

          (ii)      the Policy shall not be materially changed (other than to
     increase the coverage provided thereby) or canceled without at least thirty
     (30) days' written notice to Lender and any other party named therein as an
     additional insured;

          (iii)     the issuers thereof shall give written notice to Lender if
     the Policy has not been renewed fifteen (15) days prior to its expiration;
     and

          (iv)      Lender shall not be liable for any Insurance Premiums
     thereon or subject to any assessments thereunder.

          (f)       If at any time Lender is not in receipt of written evidence
that all insurance required hereunder is in full force and effect, Lender shall
have the right, after ten (10) Business Days written notice to Borrower, to take
such action as Lender deems necessary to protect its interest in the Property,
including, without limitation, the obtaining of such insurance coverage as
Lender in its sole discretion deems appropriate. All premiums incurred by Lender
in connection with such action or in obtaining such insurance and keeping it in
effect shall be paid by Borrower to Lender upon demand and, until paid, shall be
secured by the Mortgage and shall bear interest at the Default Rate. If Borrower
fails in so insuring the Property or in so assigning and delivering the
Policies, Lender may, at its option, obtain such insurance using such carriers

                                       51


and agencies as Lender shall elect from year to year and pay the premiums
therefor, and Borrower will reimburse Lender for any premium so paid, with
interest thereon as stated in the Note from the time of payment, on demand, and
the amount so owning to Lender shall be secured by the Mortgage. The insurance
obtained by Lender may, but need not, protect Borrower's interest and the
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in connection with the Property.

          Section 6.2     CASUALTY. If the Property shall be damaged or
destroyed, in whole or in part, by fire or other casualty (a "CASUALTY"),
Borrower (a) shall give to Lender prompt notice of such damage reasonably
estimated by Borrower to cost more than One Hundred Thousand Dollars
($100,000.00) to repair, and (b) shall promptly commence and diligently
prosecute the completion of the repair and restoration of the Property as nearly
as possible to the condition the Property was in immediately prior to such fire
or other casualty, with such alterations as may be reasonably approved by Lender
(a "RESTORATION") and otherwise in accordance with Section 6.4. Borrower shall
pay all costs of such Restoration whether or not such costs are covered by
insurance. Lender may, but shall not be obligated to make proof of loss if not
made promptly by Borrower.

          Section 6.3     CONDEMNATION. Borrower shall promptly give Lender
notice of the actual or threatened commencement of any proceeding for the
Condemnation of the Property and shall deliver to Lender copies of any and all
papers served in connection with such proceedings. Lender may participate in any
such proceedings, and Borrower shall from time to time deliver to Lender all
instruments requested by it to permit such participation. Borrower shall, at its
expense, diligently prosecute any such proceedings, and shall consult with
Lender, its attorneys and experts, and cooperate with them in the carrying on or
defense of any such proceedings. Notwithstanding any taking by any public or
quasi-public authority through Condemnation or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Borrower shall continue to pay the Debt at the time and in the
manner provided for its payment in the Note and in this Agreement and the Debt
shall not be reduced until any Award shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to the
reduction or discharge of the Debt. Lender shall not be limited to the interest
paid on the Award by the condemning authority but shall be entitled to receive
out of the Award interest at the rate or rates provided herein or in the Note.
If the Property or any portion thereof is taken by a condemning authority,
Borrower shall promptly commence and diligently prosecute the Restoration of the
Property and otherwise comply with the provisions of Section 6.4. If the
Property is sold, through foreclosure or otherwise, prior to the receipt by
Lender of the Award, Lender shall have the right, whether or not a deficiency
judgment on the Note shall have been sought, recovered or denied, to receive the
Award, or a portion thereof sufficient to pay the Debt.

          Section 6.4     RESTORATION. The following provisions shall apply in
connection with the Restoration of the Property:

          (a)       If the Net Proceeds shall be less than Relevant Restoration
Threshold and the costs of completing the Restoration shall be less than the
Relevant Restoration Threshold, the Net Proceeds will be disbursed by Lender to
Borrower upon receipt, provided that all of the conditions set forth in clauses
(A), (E), (F), (G), (H), (J) and (L) of Section 6.4(b)(i) below are

                                       52


met and Borrower delivers to Lender a written undertaking to expeditiously
commence and to satisfactorily complete with due diligence the Restoration in
accordance with the terms of this Agreement.

          (b)       If the Net Proceeds are equal to or greater than the
Relevant Restoration Threshold or the costs of completing the Restoration is
equal to or greater than the Relevant Restoration Threshold, then in either
case, Lender shall make the Net Proceeds available for the Restoration in
accordance with the provisions of this Section 6.4(b). The term "NET PROCEEDS"
for purposes of this Section 6.4 shall mean: (x) the net amount of all insurance
proceeds received by Lender pursuant to Section 6.1 (a)(i), (iv), (vi) and
(viii) as a result of such damage or destruction, after deduction of its
reasonable costs and expenses (including, but not limited to, reasonable counsel
fees), if any, in collecting same ("INSURANCE PROCEEDS"), or (y) the net amount
of the Award, after deduction of its reasonable costs and expenses (including,
but not limited to, reasonable counsel fees), if any, in collecting same
("CONDEMNATION PROCEEDS"), whichever the case may be.

          (i)       The Net Proceeds shall be made available to Borrower for
     Restoration provided that each of the following conditions are met:

                          (A) no Event of Default shall have occurred and be
                    continuing;

                          (B) (1) in the event the Net Proceeds are Insurance
                    Proceeds, and (x) less than twenty-five percent (25%) of the
                    total floor area of the Improvements on the Property has
                    been damaged, destroyed or rendered unusable as a result of
                    such fire or other casualty, or (y) Borrower is required
                    under a Lease exceeding the Relevant Leasing Threshold to
                    use the Net Proceeds for the restoration of the Property, or
                    (2) in the event the Net Proceeds are Condemnation Proceeds,
                    and (x) less than ten percent (10%) of the land constituting
                    the Property is taken, and such land is located along the
                    perimeter or periphery of the Property, and no portion of
                    the Improvements is located on such land, or (y) Borrower is
                    required under a Lease exceeding the Relevant Leasing
                    Threshold to use the Net Proceeds for the restoration of the
                    Property;

                          (C) Leases demising in the aggregate a percentage
                    amount equal to or greater than the Rentable Space
                    Percentage of the total rentable space in the Property which
                    has been demised under executed and delivered Leases in
                    effect as of the date of the occurrence of such fire or
                    other casualty or taking, whichever the case may be, shall
                    remain in full force and effect during and after the
                    completion of the Restoration, notwithstanding the
                    occurrence of any such fire or other casualty or taking,
                    whichever the case may be, and will make all necessary
                    repairs and restorations thereto at their sole cost and
                    expense. The term "RENTABLE SPACE PERCENTAGE" shall mean (x)
                    in the event the Net Proceeds are Insurance Proceeds, a
                    percentage amount equal to fifty percent (50%) and (y) in
                    the event the Net Proceeds are Condemnation Proceeds, a
                    percentage amount equal to fifty percent (50%);

                                       53


                          (D) Borrower shall commence the Restoration as soon as
                    reasonably practicable (but in no event later than ninety
                    (90) days after such damage or destruction or taking,
                    whichever the case may be, occurs) and shall diligently
                    pursue the same to satisfactory completion;

                          (E) Lender shall be satisfied that any operating
                    deficits, including all scheduled payments of principal and
                    interest under the Note, which will be incurred with respect
                    to the Property as a result of the occurrence of any such
                    fire or other casualty or taking, whichever the case may be,
                    will be covered out of (1) the Net Proceeds, (2) the
                    insurance coverage referred to in Section 6.1(a)(iii), if
                    applicable, or (3) by other funds of Borrower;

                          (F) Lender shall be satisfied that the Restoration
                    will be completed on or before the earliest to occur of (1)
                    the Maturity Date, (2) the earliest date required for such
                    completion under the terms of any Leases, (3) such time as
                    may be required under applicable zoning law, ordinance, rule
                    or regulation in order to repair and restore the Property to
                    the condition it was in immediately prior to such fire or
                    other casualty or to as nearly as possible the condition it
                    was in immediately prior to such taking, as applicable or
                    (4) the expiration of the insurance coverage referred to in
                    Section 6.1(a)(iii);

                          (G) the Property and the use thereof after the
                    Restoration will be in compliance with and permitted under
                    all applicable zoning laws, ordinances, rules and
                    regulations provided, however, that compliance with such
                    zoning laws, ordinances, rules and regulations (including,
                    without limitation, parking requirements) will not require
                    restoration of the Improvements or the Property to a size,
                    condition, or configuration materially different than that
                    which existed immediately prior to such Casualty or taking;

                          (H) the Restoration shall be done and completed by
                    Borrower in an expeditious and diligent fashion and in
                    compliance with all applicable governmental laws, rules and
                    regulations (including, without limitation, all applicable
                    environmental laws);

                          (I) such fire or other casualty or taking, as
                    applicable, does not result in the loss of access to the
                    Property or the related Improvements;

                          (J) the Debt Service Coverage Ratio, after giving
                    effect to the Restoration, shall be equal to or greater than
                    2.77:1.0;

                          (K) Borrower shall deliver or cause to be delivered to
                    Lender a signed detailed budget approved in writing by
                    Borrower's architect or engineer stating the entire cost of
                    completing the Restoration, which budget should be
                    consistent with restoration budgets of similar retail

                                       54


                    properties then owned and operated by nationally recognized
                    owners and operators of retail properties located in the
                    areas in which the Property is located; and

                          (L) the Net Proceeds together with any cash or cash
                    equivalent deposited by Borrower with Lender are sufficient
                    in Lender's discretion to cover the cost of the Restoration.

          (ii)      The Net Proceeds shall be held by Lender in an interest
     bearing account and, until disbursed in accordance with the provisions of
     this Section 6.4(b), shall constitute additional security for the Debt and
     other obligations under the Loan Documents. The Net Proceeds shall be
     disbursed by Lender to, or as directed by, Borrower from time to time
     during the course of the Restoration, upon receipt of evidence satisfactory
     to Lender that (A) all materials installed and work and labor performed to
     be paid for out of the requested disbursement in connection with the
     Restoration have been performed, and (B) there exist no notices of
     pendency, stop orders, mechanic's or materialman's liens or notices of
     intention to file same, or any other liens or encumbrances of any nature
     whatsoever on the Property which have not either been fully bonded to the
     satisfaction of Lender and discharged of record or in the alternative fully
     insured to the satisfaction of Lender by the title company issuing the
     Title Insurance Policy.

          (iii)     All plans and specifications required in connection with the
     Restoration shall be subject to prior review and acceptance in all respects
     by Lender and by an independent consulting engineer selected by Lender (the
     "CASUALTY CONSULTANT"), such review and acceptance not to be unreasonably
     withheld or delayed. Lender shall have the use of the plans and
     specifications and all permits, licenses and approvals required or obtained
     in connection with the Restoration. The identity of the contractors,
     subcontractors and materialmen engaged in the Restoration, as well as the
     contracts under which they have been engaged, shall be subject to prior
     review and acceptance by Lender and the Casualty Consultant, such review
     and acceptance not to be unreasonably withheld or delayed. All costs and
     expenses incurred by Lender in connection with making the Net Proceeds
     available for the Restoration including, without limitation, reasonable
     counsel fees and disbursements and the Casualty Consultant's fees, shall be
     paid by Borrower.

          (iv)      In no event shall Lender be obligated to make disbursements
     of the Net Proceeds in excess of an amount equal to the costs actually
     incurred from time to time for work in place as part of the Restoration, as
     certified by the Casualty Consultant, MINUS the Casualty Retainage. The
     term "CASUALTY RETAINAGE" shall mean an amount equal to ten percent (10%)
     of the costs actually incurred for work in place as part of the
     Restoration, as certified by the Casualty Consultant, until the Restoration
     has been completed. The Casualty Retainage shall in no event, and
     notwithstanding anything to the contrary set forth above in this Section
     6.4(b), be less than the amount actually held back by Borrower from
     contractors, subcontractors and materialmen engaged in the Restoration. The
     Casualty Retainage shall not be released until the Casualty Consultant
     certifies to Lender that the Restoration has been completed in accordance
     with the

                                       55


     provisions of this Section 6.4(b) and that all approvals necessary for the
     re-occupancy and use of the Property have been obtained from all
     appropriate governmental and quasi-governmental authorities, and Lender
     receives evidence satisfactory to Lender that the costs of the Restoration
     have been paid in full or will be paid in full out of the Casualty
     Retainage; PROVIDED, HOWEVER, that Lender will release the portion of the
     Casualty Retainage being held with respect to any contractor, subcontractor
     or materialman engaged in the Restoration as of the date upon which the
     Casualty Consultant certifies to Lender that the contractor, subcontractor
     or materialman has satisfactorily completed all work and has supplied all
     materials in accordance with the provisions of the contractor's,
     subcontractor's or materialman's contract, the contractor, subcontractor or
     materialman delivers the lien waivers and evidence of payment in full of
     all sums due to the contractor, subcontractor or materialman as may be
     reasonably requested by Lender or by the title company issuing the Title
     Insurance Policy, and Lender receives an endorsement to the Title Insurance
     Policy insuring the continued priority of the lien of the Mortgage and
     evidence of payment of any premium payable for such endorsement. If
     required by Lender, the release of any such portion of the Casualty
     Retainage shall be approved by the surety company, if any, which has issued
     a payment or performance bond with respect to the contractor, subcontractor
     or materialman.

          (v)       Lender shall not be obligated to make disbursements of the
     Net Proceeds more frequently than once every calendar month.

          (vi)      If at any time the Net Proceeds or the undisbursed balance
     thereof shall not, in the reasonable opinion of Lender in consultation with
     the Casualty Consultant, be sufficient to pay in full the balance of the
     costs which are estimated by the Casualty Consultant to be incurred in
     connection with the completion of the Restoration, Borrower shall deposit
     the deficiency (the "NET PROCEEDS DEFICIENCY") with Lender before any
     further disbursement of the Net Proceeds shall be made. The Net Proceeds
     Deficiency deposited with Lender shall be held by Lender and shall be
     disbursed for costs actually incurred in connection with the Restoration on
     the same conditions applicable to the disbursement of the Net Proceeds, and
     until so disbursed pursuant to this Section 6.4(b) shall constitute
     additional security for the Debt and other obligations under the Loan
     Documents.

          (vii)     The excess, if any, of the Net Proceeds and the remaining
     balance, if any, of the Net Proceeds Deficiency deposited with Lender after
     the Casualty Consultant certifies to Lender that the Restoration has been
     completed in accordance with the provisions of this Section 6.4(b), and the
     receipt by Lender of evidence satisfactory to Lender that all costs
     incurred in connection with the Restoration have been paid in full, shall
     be remitted by Lender to Borrower, provided no Event of Default shall have
     occurred and shall be continuing under the Note, this Agreement or any of
     the other Loan Documents.

          (c)       All Net Proceeds not required (i) to be made available for
the Restoration or (ii) to be returned to Borrower as excess Net Proceeds
pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the
payment of the Debt whether or not then due and payable in such order, priority
and proportions as Lender in its sole discretion shall deem proper

                                       56


(provided no Event of Default exists, such Borrower shall not be required to pay
any Prepayment Consideration in connection with such payment), or, at the
discretion of Lender, the same may be paid, either in whole or in part, to
Borrower for such purposes as Lender shall designate, in its discretion.

          (d)       In the event of foreclosure of the Mortgage with respect to
the Property, or other transfer of title to the Property in extinguishment in
whole or in part of the Debt all right, title and interest of Borrower in and to
the Policies that are not blanket Policies then in force concerning the Property
and all proceeds payable thereunder shall thereupon vest in the purchaser at
such foreclosure or Lender or other transferee in the event of such other
transfer of title.

          (e)       Lender shall with reasonable promptness following any
Casualty or Condemnation notify Borrower whether or not Net Proceeds are
required to be made available to Borrower for restoration pursuant to this
Section 6.4. All Net Proceeds not required to be made available for Restoration
shall be retained and applied by Lender in accordance with SECTION 2.3.2(a)
hereof (a "NET PROCEEDS PREPAYMENT"). If such Net Proceeds Prepayment shall be
equal to or greater than Fourteen Million and 00/100 Dollars ($14,000,000.00),
Borrower shall have the right to elect to prepay the remaining outstanding
principal balance of the Note (a "CASUALTY/CONDEMNATION PREPAYMENT") in
accordance with SECTION 2.3.2(b) hereof upon satisfaction of the following
conditions: (i) within thirty (30) days following the date of the Net Proceeds
Prepayment, Borrower shall provide Lender with written notice of Borrower's
intention to pay the Note in full, (ii) Borrower shall prepay the Note in
accordance with Section 2.3.2(b) hereof on or before the second Payment Date
occurring following the date of the Net Proceeds Prepayment, and (iii) no Event
of Default shall exist on the date of such Casualty/Condemnation Prepayment.
Notwithstanding anything in Section 6.2 or Section 6.3 to the contrary, Borrower
shall have no obligation to commence Restoration of the Property upon delivery
of the written notice set forth in clause (i) of the preceding sentence (unless
Borrower subsequently shall fail to satisfy the requirement of clause (ii) of
the preceding sentence).

                                   ARTICLE VII

                                  RESERVE FUNDS

          Section 7.1     REQUIRED REPAIR FUNDS.

          7.1.1     DEPOSITS. Borrower shall perform the repairs at the
Property, if any, as more particularly set forth on SCHEDULE III hereto (such
repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months
from the Closing Date, or such earlier time as specified on SCHEDULE III. If
Borrower has not delivered to Lender evidence reasonably satisfactory to Lender
that it has completed all Required Repairs on or before the date that is six (6)
months from the Closing Date, or such earlier time as specified on SCHEDULE III,
Borrower shall deposit with Lender the amount for the Property set forth on such
SCHEDULE III hereto, if any (less the amount allocated to the performance of
Required Repairs for which evidence of completion has been delivered to Lender),
to perform the Required Repairs for the Property. Amounts so deposited with
Lender, if any, shall be held by Lender in an interest bearing account. Amounts
so deposited, if any, shall hereinafter be referred to as Borrower's "REQUIRED
REPAIR

                                       57


FUND" and the account, if any, in which such amounts are held shall hereinafter
be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It shall be an Event of
Default under this Agreement if Borrower does not either (i) does not deposit
with Lender the Required Repair Fund as set forth above, or (ii) complete the
Required Repairs at the Property within nine (9) months from the Closing Date.
Upon the occurrence of such an Event of Default, Lender, at its option, may
withdraw all Required Repair Funds from the Required Repair Account and Lender
may apply such funds either to completion of the Required Repairs at the
Property or toward payment of the Debt in such order, proportion and priority as
Lender may determine in its sole discretion. Lender's right to withdraw and
apply Required Repair Funds shall be in addition to all other rights and
remedies provided to Lender under this Agreement and the other Loan Documents.

          7.1.2     RELEASE OF REQUIRED REPAIR FUNDS. Lender shall disburse to
Borrower the Required Repair Funds from the Required Repair Account from time to
time upon satisfaction by Borrower of each of the following conditions: (i)
Borrower shall submit a written request for payment to Lender at least fifteen
(15) days prior to the date on which Borrower requests such payment be made and
specifies the Required Repairs to be paid, (ii) on the date such request is
received by Lender and on the date such payment is to be made, no Default or
Event of Default shall exist and remain uncured, (iii) Lender shall have
received a certificate from Borrower (A) stating that all Required Repairs at
the Property to be funded by the requested disbursement have been completed in
good and workmanlike manner and in accordance with all applicable federal, state
and local laws, rules and regulations, such certificate to be accompanied by a
copy of any license, permit or other approval by any Governmental Authority
required to commence and/or complete the Required Repairs, (B) identifying each
Person that supplied materials or labor in connection with the Required Repairs
performed at the Property to be funded by the requested disbursement under a
contract in excess of $50,000, and (C) stating that each Person who has supplied
materials or labor in connection with the Required Repairs to be funded by the
requested disbursement has been paid in full or will be paid in full upon such
disbursement, such certificate to be accompanied by lien waivers or other
evidence of payment satisfactory to Lender, (iv) at Lender's option, a title
search for the Property indicating that the Property is free from all liens,
claims and other encumbrances not previously approved by Lender, and (v) Lender
shall have received such other evidence as Lender shall reasonably request that
the Required Repairs at the Property to be funded by the requested disbursement
have been completed and are paid for or will be paid upon such disbursement to
Borrower. Lender shall not be required to make disbursements from the Required
Repair Account with respect to the Property more than once each calendar month
and such disbursement shall be made only upon satisfaction of each condition
contained in this Section 7.1.2.

          Section 7.2     TAX AND INSURANCE ESCROW FUND.

     Borrower shall pay to Lender on each Payment Date (a) one-twelfth of the
Taxes that Lender estimates will be payable during the next ensuing twelve (12)
months in order to accumulate with Lender sufficient funds to pay all such Taxes
at least thirty (30) days prior to their respective due dates and (b)
one-twelfth of the Insurance Premiums that Lender estimates will be payable for
the renewal of the coverage afforded by the Policies upon the expiration thereof
in order to accumulate with Lender sufficient funds to pay all such Insurance
Premiums at least thirty (30) days prior to the expiration of the Policies,
(said amounts in (a) and (b) above are hereinafter called the "TAX AND INSURANCE
ESCROW FUND"). The Tax and Insurance Escrow

                                       58


Fund and the payments of interest or principal or both, payable pursuant to the
Note, shall be added together and shall be paid as an aggregate sum by Borrower
to Lender. Lender will apply the Tax and Insurance Escrow Fund to payments of
Taxes and Insurance Premiums required to be made by Borrower pursuant to this
Agreement and under the Mortgage. In making any payment relating to the Tax and
Insurance Escrow Fund, Lender may do so according to any bill, statement or
estimate procured from the appropriate public office (with respect to Taxes) or
insurer or agent (with respect to Insurance Premiums) or from Borrower without
inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax, assessment, sale, forfeiture, tax lien or title or claim
thereof, provided, however, Lender shall use reasonable efforts to pay such real
property taxes sufficiently early to obtain the benefit of any available
discounts of which it has knowledge. If the amount of the Tax and Insurance
Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums,
Lender shall, in its sole discretion, return any excess to Borrower or credit
such excess against future payments to be made to the Tax and Insurance Escrow
Fund. The Tax and Insurance Escrow Fund shall be held by Lender in an
interest-bearing account and shall at Lender's option be held in Eligible
Account at an Eligible Institution. Any interest earned on said account shall
accrue in said account for the benefit of Borrower, but shall remain in and
constitute part of the Tax and Insurance Escrow Fund, and shall be disbursed in
accordance with the terms hereof. Any amount remaining in the Tax and Insurance
Escrow Fund after the Debt has been paid in full shall be returned to Borrower.
In allocating such excess, Lender may deal with the Person shown on the records
of Lender to be the owner of the Property. If at any time Lender reasonably
determines that the Tax and Insurance Escrow Fund is not or will not be
sufficient to pay Taxes or Insurance Premiums by the dates set forth above,
Lender shall notify Borrower of such determination and Borrower shall increase
its monthly payments to Lender by the amount that Lender estimates is sufficient
to make up the deficiency at least thirty (30) days prior to delinquency of the
Taxes or Insurance Premiums.

     Notwithstanding anything to the contrary hereinbefore contained, in the
event that Borrower provides (1) evidence satisfactory to Lender that the
Property is insured under a "blanket" policy which is acceptable to Lender and
which otherwise satisfies the requirements of this Agreement and (2) evidence
satisfactory to Lender that the Taxes for the Property have been paid in
accordance with the requirements set forth in this Agreement, Lender will waive
the requirement set forth herein for Borrower to make deposits into the Tax and
Insurance Escrow Fund for the payment of Insurance Premiums due on such
"blanket" policy of insurance and for payment of such Taxes, provided, however,
Lender expressly reserves the right to require Borrower to make deposits to the
Tax and Insurance Escrow Fund for the payment of Insurance Premiums if at any
time the Property is not insured under a "blanket" insurance policy which
satisfies the requirements of this Agreement or Taxes are not paid in accordance
with the requirements of this Agreement.

     Section 7.3.   REPLACEMENTS AND REPLACEMENT RESERVE.

          Section 7.3.1   REPLACEMENT RESERVE FUND. Borrower shall pay to Lender
on the Closing Date and on each Payment Date one twelfth of the amount (the
"REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its
sole discretion to be due for replacements and repairs required to be made to
the Property during the calendar year (collectively, the "REPLACEMENTS"), which
Replacement Reserve Monthly Deposit shall be in an

                                       59


amount equal to no less than $0.15 per year per square foot of gross leasable
area. Amounts so deposited shall hereinafter be referred to as Borrower's
"REPLACEMENT RESERVE FUND" and the account in which such amounts are held shall
hereinafter be referred to as Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender
may reassess its estimate of the amount necessary for the Replacement Reserve
Fund from time to time, and may increase the monthly amounts required to be
deposited into the Replacement Reserve Fund upon thirty (30) days notice to
Borrower if Lender determines in its reasonable discretion that an increase is
necessary to maintain the proper maintenance and operation of the Property. Any
amount held in the Replacement Reserve Account and allocated for the Property
shall be retained by Lender in an interest bearing account, or, at the option of
Lender, in an Eligible Account at an Eligible Institution; PROVIDED, HOWEVER,
that, any interest earned on said account shall accrue in said account for the
benefit of Borrower, but shall remain in and constitute part of the Replacement
Reserve Fund, and shall be disbursed in accordance with the terms hereof.

          Notwithstanding anything to the contrary in this Section 7.3, Borrower
shall not be required to make Replacement Reserve Monthly Deposits, provided
that: (i) no Event of Default shall have occurred; and (ii) Borrower makes all
necessary Replacements and otherwise maintains the Property to Lender's
satisfaction. Upon notice from Lender following: (a) an Event of Default; or (b)
the failure of Borrower to make necessary Replacements or otherwise maintain the
Property to Lender's satisfaction, Borrower shall begin to deposit the
Replacement Reserve Monthly Deposit into the Replacement Reserve Fund beginning
on the Payment Date (as defined herein) immediately following the date of such
notice.

          Section 7.3.2   DISBURSEMENTS FROM REPLACEMENT RESERVE ACCOUNT.

          (a)       Lender shall make disbursements from the Replacement Reserve
Account to pay Borrower only for the costs of the Replacements. Lender shall not
be obligated to make disbursements from the Replacement Reserve Account to
reimburse Borrower for the costs of routine maintenance to the Property or for
costs which are to be reimbursed from the Required Repair Fund (if any).

          (b)       Lender shall, upon written request from Borrower and
satisfaction of the requirements set forth in this Section 7.3.2, disburse to
Borrower amounts from the Replacement Reserve Account necessary to pay for the
actual approved costs of Replacements or to reimburse Borrower therefor, upon
completion of such Replacements (or, upon partial completion in the case of
Replacements made pursuant to Section 7.3.2(f)) as determined by Lender. In no
event shall Lender be obligated to disburse funds from the Replacement Reserve
Account if a Default or an Event of Default exists.

          (c)       Each request for disbursement from the Replacement Reserve
Account shall be in a form specified or approved by Lender and shall specify (i)
the specific Replacements for which the disbursement is requested, (ii) the
quantity and price of each item purchased, if the Replacement includes the
purchase or replacement of specific items, (iii) the price of all materials
(grouped by type or category) used in any Replacement other than the purchase or
replacement of specific items, and (iv) the cost of all contracted labor or
other services applicable to each Replacement for which such request for
disbursement is made. With each request Borrower shall certify that all
Replacements have been made in accordance with all

                                       60


applicable Legal Requirements of any Governmental Authority having jurisdiction
over the Property to which the Replacements are being provided and, unless
Lender has agreed to issue joint checks as described below, each request shall
include evidence of payment of all such amounts. Each request for disbursement
shall include copies of invoices for all items or materials purchased and all
contracted labor or services provided. Except as provided in Section 7.3.2(e),
each request for disbursement from the Replacement Reserve Account shall be made
only after completion of the Replacement for which disbursement is requested.
Borrower shall provide Lender evidence of completion satisfactory to Lender in
its reasonable judgment.

          (d)       Borrower shall pay all invoices in connection with the
Replacements with respect to which a disbursement is requested prior to
submitting such request for disbursement from the Replacement Reserve Account
or, at the request of Borrower, Lender will issue joint checks, payable to
Borrower and the contractor, supplier, materialman, mechanic, subcontractor or
other party to whom payment is due in connection with a Replacement. In the case
of payments made by joint check, Lender may require a waiver of lien from each
Person receiving payment prior to Lender's disbursement from the Replacement
Reserve Account. In addition, as a condition to any disbursement, Lender may
require Borrower to obtain lien waivers from each contractor, supplier,
materialman, mechanic or subcontractor who receives payment in an amount equal
to or greater than $100,000 for completion of its work or delivery of its
materials. Any lien waiver delivered hereunder shall conform to the requirements
of applicable law and shall cover all work performed and materials supplied
(including equipment and fixtures) for the Property by that contractor,
supplier, subcontractor, mechanic or materialman through the date covered by the
current reimbursement request (or, in the event that payment to such contractor,
supplier, subcontractor, mechanic or materialmen is to be made by a joint check,
the release of lien shall be effective through the date covered by the previous
release of funds request).

          (e)       If (i) the cost of a Replacement exceeds $100,000, (ii) the
contractor performing such Replacement requires periodic payments pursuant to
terms of a written contract, and (iii) Lender has approved in writing in advance
such periodic payments, a request for reimbursement from the Replacement Reserve
Account may be made after completion of a portion of the work under such
contract, provided (A) such contract requires payment upon completion of such
portion of the work, (B) the materials for which the request is made are on site
at the Property and are properly secured or have been installed in the Property,
(C) all other conditions in this Agreement for disbursement have been satisfied,
(D) funds remaining in the Replacement Reserve Account are, in Lender's
judgment, sufficient to complete such Replacement and other Replacements when
required, and (E) if required by Lender, each contractor or subcontractor
receiving payments under such contract shall provide a waiver of lien with
respect to amounts which have been paid to that contractor or subcontractor.

          (f)       Borrower shall not make a request for disbursement from the
Replacement Reserve Account more frequently than once in any calendar month and
(except in connection with the final disbursement) the total cost of all
Replacements in any request shall not be less than $5,000.00.

          Section 7.3.3   PERFORMANCE OF REPLACEMENTS.

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          (a)       Borrower shall make Replacements when required in order to
keep the Property in condition and repair consistent with other first class,
full service retail properties in the same market segment in the metropolitan
area in which the Property is located, and to keep the Property or any portion
thereof from deteriorating. Borrower shall complete all Replacements in a good
and workmanlike manner as soon as practicable following the commencement of
making each such Replacement.

          (b)       Lender reserves the right, at its option, to approve all
contracts or work orders with materialmen, mechanics, suppliers, subcontractors,
contractors or other parties providing labor or materials under contracts for an
amount in excess of $100,000 in connection with the Replacements. Upon Lender's
request, Borrower shall assign any contract or subcontract to Lender.

          (c)       In the event Lender determines in its reasonable discretion
that any Replacement is not being performed in a workmanlike or timely manner or
that any Replacement has not been completed in a workmanlike or timely manner,
and such failure continues to exist for more than thirty (30) days after notice
from Lender to Borrower, Lender shall have the option to withhold disbursement
for such unsatisfactory Replacement and to proceed under existing contracts or
to contract with third parties to complete such Replacement and to apply the
Replacement Reserve Fund toward the labor and materials necessary to complete
such Replacement, without providing any prior notice to Borrower and to exercise
any and all other remedies available to Lender upon an Event of Default
hereunder.

          (d)       In order to facilitate Lender's completion or making of the
Replacements pursuant to Section 7.3.3(b) above, Borrower grants Lender the
right to enter onto the Property and perform any and all work and labor
necessary to complete or make the Replacements and/or employ watchmen to protect
the Property from damage. All sums so expended by Lender, to the extent not from
the Replacement Reserve Fund, shall be deemed to have been advanced under the
Loan to Borrower and secured by the Mortgage. For this purpose Borrower
constitutes and appoints Lender its true and lawful attorney-in-fact with full
power of substitution to complete or undertake the Replacements in the name of
Borrower. Such power of attorney shall be deemed to be a power coupled with an
interest and cannot be revoked but shall only be effective following an Event of
Default. Borrower empowers said attorney-in-fact as follows: (i) to use any
funds in the Replacement Reserve Account for the purpose of making or completing
the Replacements; (ii) to make such additions, changes and corrections to the
Replacements as shall be necessary or desirable to complete the Replacements;
(iii) to employ such contractors, subcontractors, agents, architects and
inspectors as shall be required for such purposes; (iv) to pay, settle or
compromise all existing bills and claims which are or may become Liens against
the Property, or as may be necessary or desirable for the completion of the
Replacements, or for clearance of title; (v) to execute all applications and
certificates in the name of Borrower which may be required by any of the
contract documents; (vi) to prosecute and defend all actions or proceedings in
connection with the Property or the rehabilitation and repair of the Property;
and (vii) to do any and every act which Borrower might do in its own behalf to
fulfill the terms of this Agreement.

          (e)       Nothing in this Section 7.3.3 shall: (i) make Lender
responsible for making or completing the Replacements; (ii) require Lender to
expend funds in addition to the

                                       62


Replacement Reserve Fund to make or complete any Replacement; (iii) obligate
Lender to proceed with the Replacements; or (iv) obligate Lender to demand from
Borrower additional sums to make or complete any Replacement.

          (f)       Borrower shall permit Lender and Lender's agents and
representatives (including, without limitation, Lender's engineer, architect, or
inspector) or third parties making Replacements pursuant to this Section 7.3.3
to enter onto the Property during normal business hours (subject to the rights
of tenants under their Leases) to inspect the progress of any Replacements and
all materials being used in connection therewith, to examine all plans and shop
drawings relating to such Replacements which are or may be kept at the Property,
and to complete any Replacements made pursuant to this Section 7.3.3. Borrower
shall cause all contractors and subcontractors to cooperate with Lender or
Lender's representatives or such other persons described above in connection
with inspections described in this Section 7.3.3(f) or the completion of
Replacements pursuant to this Section 7.3.3.

          (g)       Lender may require an inspection of the Property at
Borrower's expense prior to making a monthly disbursement in excess of $10,000
from the Replacement Reserve Account in order to verify completion of the
Replacements for which reimbursement is sought. Lender may require that such
inspection be conducted by an appropriate independent qualified professional
selected by Lender and/or may require a copy of a certificate of completion by
an independent qualified professional acceptable to Lender prior to the
disbursement of any amounts from the Replacement Reserve Account. Borrower shall
pay the expense of the inspection as required hereunder, whether such inspection
is conducted by Lender or by an independent qualified professional.

          (h)       The Replacements and all materials, equipment, fixtures, or
any other item comprising a part of any Replacement shall be constructed,
installed or completed, as applicable, free and clear of all mechanic's,
materialman's or other liens (except for those Liens existing on the date of
this Agreement which have been approved in writing by Lender).

          (i)       Before each disbursement from the Replacement Reserve
Account, Lender may require Borrower to provide Lender with a search of title to
the Property effective to the date of the disbursement, which search shows that
no mechanic's or materialmen's liens or other liens of any nature have been
placed against the Property since the date of recordation of the Mortgage and
that title to the Property is free and clear of all Liens (other than the lien
of the Mortgage and any other Liens previously approved in writing by Lender, if
any).

          (j)       All Replacements shall comply with all applicable Legal
Requirements of all Governmental Authorities having jurisdiction over the
Property and applicable insurance requirements including, without limitation,
applicable building codes, special use permits, environmental regulations, and
requirements of insurance underwriters.

          (k)       In addition to any insurance required under the Loan
Documents, Borrower shall provide or cause to be provided workmen's compensation
insurance, builder's risk, and public liability insurance and other insurance to
the extent required under applicable law in connection with a particular
Replacement. All such policies shall be in form and amount reasonably
satisfactory to Lender. All such policies which can be endorsed with standard

                                       63


mortgagee clauses making loss payable to Lender or its assigns shall be so
endorsed. Certified copies of such policies shall be delivered to Lender.

          Section 7.3.4   FAILURE TO MAKE REPLACEMENTS. (a) It shall be an Event
of Default under this Agreement if Borrower fails to comply with any provision
of this Section 7.3 and such failure is not cured within thirty (30) days after
notice from Lender; PROVIDED, HOWEVER, if such failure is not capable of being
cured within said thirty (30) day period, then provided that Borrower commences
action to complete such cure and thereafter diligently proceeds to complete such
cure, such thirty (30) day period shall be extended for such time as is
reasonably necessary for Borrower, in the exercise of due diligence, to cure
such failure, but such additional period of time shall not exceed sixty (60)
days. Upon the occurrence of such an Event of Default, Lender may use the
Replacement Reserve Fund (or any portion thereof) for any purpose, including but
not limited to completion of the Replacements as provided in Section 7.3.3, or
for any other repair or replacement to the Property or toward payment of the
Debt in such order, proportion and priority as Lender may determine in its sole
discretion. Lender's right to withdraw and apply the Replacement Reserve Funds
shall be in addition to all other rights and remedies provided to Lender under
this Agreement and the other Loan Documents.

          (b)       Nothing in this Agreement shall obligate Lender to apply all
or any portion of the Replacement Reserve Fund on account of an Event of Default
to payment of the Debt or in any specific order or priority.

          Section 7.3.5   BALANCE IN THE REPLACEMENT RESERVE ACCOUNT. The
insufficiency of any balance in the Replacement Reserve Account shall not
relieve Borrower from its obligation to fulfill all preservation and maintenance
covenants in the Loan Documents.

          Section 7.3.6   INDEMNIFICATION. Borrower shall indemnify Lender and
hold Lender harmless from and against any and all actions, suits, claims,
demands, liabilities, losses, damages, obligations and costs and expenses
(including litigation costs and reasonable attorneys fees and expenses) arising
from or in any way connected with the performance of the Replacements unless the
same are solely due to gross negligence or willful misconduct of Lender.
Borrower shall assign to Lender all rights and claims Borrower may have against
all persons or entities supplying labor or materials in connection with the
Replacements; PROVIDED, HOWEVER, that Lender may not pursue any such right or
claim unless an Event of Default has occurred and remains uncured.

          Section 7.4     INTENTIONALLY DELETED.

          Section 7.5     INTENTIONALLY DELETED.

          Section 7.6     INTENTIONALLY DELETED.

          Section 7.7     RESERVE FUNDS, GENERALLY.

          7.7.1     Borrower grants to Lender a first-priority perfected
security interest in each of the Reserve Funds and any and all monies now or
hereafter deposited in each Reserve Fund as additional security for payment
of the Debt. Until expended or applied in accordance herewith, the Reserve
Funds shall constitute additional security for the Debt.

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          7.7.2     Upon the occurrence of an Event of Default, Lender may, in
addition to any and all other rights and remedies available to Lender, apply any
sums then present in any or all of the Reserve Funds to the payment of the Debt
in any order in its sole discretion.

          7.7.3     The Reserve Funds shall not constitute trust funds and may
be commingled with other monies held by Lender.

          7.7.4     Intentionally deleted.

          7.7.5     Borrower shall not, without obtaining the prior written
consent of Lender, further pledge, assign or grant any security interest in any
Reserve Fund or the monies deposited therein or permit any lien or encumbrance
to attach thereto, or any levy to be made thereon, or any UCC-1 Financing
Statements, except those naming Lender as the secured party, to be filed with
respect thereto.

          7.7.6     Lender shall not be liable for any loss sustained on the
investment of any funds constituting the Reserve Funds unless occasioned by the
gross negligence or willful misconduct of Lender.

          7.7.7     Upon payment in full of the Debt and performance of all
other obligations under this Agreement and the other Loan Documents, Lender
shall disburse to Borrower all remaining Reserve Funds.

                                  ARTICLE VIII

                                    DEFAULTS

          Section 8.1     EVENT OF DEFAULT. (a) Each of the following events
shall constitute an event of default hereunder (an "EVENT OF DEFAULT"):

          (i)       if any portion of the Debt is not paid within five (5) days
     of the applicable due date;

          (ii)      if any of the Taxes or Other Charges are not paid prior to
     the date when the same become delinquent, except to the extent that
     Borrower is contesting same in accordance with the terms of Section 5.1.2
     hereof, or there are sufficient funds in the Tax and Insurance Escrow Fund
     to pay such Taxes or Other Charges and Lender fails to or refuses to
     release the same from the Tax and Insurance Escrow Fund;

          (iii)     if the Policies are not kept in full force and effect, or if
     certified copies of the Policies are not delivered to Lender within ten
     (10) days of request;

          (iv)      if Borrower transfers or encumbers any portion of the
     Property without Lender's prior written consent (to extent such consent is
     required) or otherwise violates the provisions of Section 5.2.13 of this
     Loan Agreement;

          (v)       if any material representation or warranty made by Borrower
     herein or in any other Loan Document, or in any report, certificate,
     financial statement or other

                                       65


     instrument, agreement or document furnished to Lender shall have been false
     or misleading in any material respect as of the date the representation or
     warranty was made;

          (vi)      if Borrower or indemnitor or any guarantor under any
     guaranty or indemnity issued in connection with the Loan shall make an
     assignment for the benefit of creditors;

          (vii)     if a receiver, liquidator or trustee shall be appointed for
     Borrower or any guarantor or indemnitor under any guarantee or indemnity
     issued in connection with the Loan or if Borrower or such guarantor or
     indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition
     for bankruptcy, reorganization or arrangement pursuant to federal
     bankruptcy law, or any similar federal or state law, shall be filed by or
     against, consented to, or acquiesced in by, Borrower or such guarantor or
     indemnitor, or if any proceeding for the dissolution or liquidation of
     Borrower or such guarantor or indemnitor shall be instituted; PROVIDED,
     HOWEVER, if such appointment, adjudication, petition or proceeding was
     involuntary and not consented to by Borrower or such guarantor or
     indemnitor, upon the same not being discharged, stayed or dismissed within
     one hundred eighty (180) days;

          (viii)    if Borrower attempts to assign its rights under this
     Agreement or any of the other Loan Documents or any interest herein or
     therein in contravention of the Loan Documents;

          (ix)      if Borrower breaches any of its respective negative
     covenants contained in Section 5.2 or any covenant contained in Section
     4.1.30 hereof;

          (x)       with respect to any term, covenant or provision set forth
     herein which specifically contains a notice requirement or grace period, if
     Borrower shall be in default under such term, covenant or condition after
     the giving of such notice or the expiration of such grace period;

          (xi)      if any of the assumptions contained in any Insolvency
     Opinion or Additional Insolvency Opinion are or shall become untrue in any
     material respect;

          (xii)     if Borrower shall continue to be in Default under any of the
     other terms, covenants or conditions of this Agreement not specified in
     subsections (i) to (xi) above, for ten (10) days after notice to Borrower
     from Lender, in the case of any Default which can be cured by the payment
     of a sum of money, or for thirty (30) days after notice from Lender in the
     case of any other Default; PROVIDED, HOWEVER, that if such non-monetary
     Default is susceptible of cure but cannot reasonably be cured within such
     30-day period and provided further that Borrower shall have commenced to
     cure such Default within such 30-day period and thereafter diligently and
     expeditiously proceeds to cure the same, such 30-day period shall be
     extended for such time as is reasonably necessary for Borrower in the
     exercise of due diligence to cure such Default, such additional period not
     to exceed one hundred eighty (180) days; or

                                       66


          (xiii)    if there shall be default under any of the other Loan
     Documents beyond any applicable cure periods contained in such documents,
     whether as to Borrower or the Property, or if any other such event shall
     occur or condition shall exist, if the effect of such event or condition is
     to accelerate the maturity of any portion of the Debt or to permit Lender
     to accelerate the maturity of all or any portion of the Debt.

          (b)       Upon the occurrence of an Event of Default (other than an
Event of Default described in clauses (vi), (vii) or (viii) above) and at any
time thereafter Lender may, in addition to any other rights or remedies
available to it pursuant to this Agreement and the other Loan Documents or at
law or in equity, Lender may take such action, without notice or demand, that
Lender deems advisable to protect and enforce its rights against Borrower and in
the Property, including, without limitation, declaring the Debt to be
immediately due and payable, and Lender may enforce or avail itself of any or
all rights or remedies provided in the Loan Documents against Borrower and the
Property, including, without limitation, all rights or remedies available at law
or in equity; and upon any Event of Default described in clauses (vi), (vii) or
(viii) above, the Debt and all other obligations of Borrower hereunder and under
the other Loan Documents shall immediately and automatically become due and
payable, without notice or demand, and Borrower hereby expressly waives any such
notice or demand, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

          Section 8.2     REMEDIES. (a) Upon the occurrence of an Event of
Default, all or any one or more of the rights, powers, privileges and other
remedies available to Lender against Borrower under this Agreement or any of the
other Loan Documents executed and delivered by, or applicable to, Borrower or at
law or in equity may be exercised by Lender at any time and from time to time,
whether or not all or any of the Debt shall be declared due and payable, and
whether or not Lender shall have commenced any foreclosure proceeding or other
action for the enforcement of its rights and remedies under any of the Loan
Documents with respect to the Property. Any such actions taken by Lender shall
be cumulative and concurrent and may be pursued independently, singly,
successively, together or otherwise, at such time and in such order as Lender
may determine in its sole discretion, to the fullest extent permitted by law,
without impairing or otherwise affecting the other rights and remedies of Lender
permitted by law, equity or contract or as set forth herein or in the other Loan
Documents. Without limiting the generality of the foregoing, Borrower agrees
that if an Event of Default is continuing (i) Lender is not subject to any "one
action" or "election of remedies" law or rule, and (ii) all liens and other
rights, remedies or privileges provided to Lender shall remain in full force and
effect until Lender has exhausted all of its remedies against the Property and
the Mortgage has been foreclosed, sold and/or otherwise realized upon in
satisfaction of the Debt or the Debt has been paid in full.

          (b)       Lender shall have the right from time to time to partially
foreclose the Mortgage in any manner and for any amounts secured by the Mortgage
then due and payable as determined by Lender in its sole discretion including,
without limitation, the following circumstances: (i) in the event Borrower
defaults beyond any applicable grace period in the payment of one or more
scheduled payments of principal and interest, Lender may foreclose the Mortgage
to recover such delinquent payments, or (ii) in the event Lender elects to
accelerate less than the entire outstanding principal balance of the Loan,
Lender may foreclose the Mortgage to recover so much of the principal balance of
the Loan as Lender may accelerate and

                                       67


such other sums secured by the Mortgage as Lender may elect. Notwithstanding one
or more partial foreclosures, the Property shall remain subject to the Mortgage
to secure payment of sums secured by the Mortgage and not previously recovered.

          (c)       Lender shall have the right from time to time to sever the
Note and the other Loan Documents into one or more separate notes, mortgages and
other security documents (the "SEVERED LOAN DOCUMENTS") in such denominations as
Lender shall determine in its sole discretion for purposes of evidencing and
enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time, promptly after the request of Lender, a
severance agreement and such other documents as Lender shall request in order to
effect the severance described in the preceding sentence, all in form and
substance reasonably satisfactory to Lender. Borrower hereby absolutely and
irrevocably appoints Lender following the occurrence of an Event of Default as
its true and lawful attorney, coupled with an interest, in its name and stead to
make and execute all documents necessary or desirable to effect the aforesaid
severance, Borrower ratifying all that its said attorney shall do by virtue
thereof; PROVIDED, HOWEVER, Lender shall not make or execute any such documents
under such power until three (3) days after notice has been given to Borrower by
Lender of Lender's intent to exercise its rights under such power. Borrower
shall not be obligated to pay any costs or expenses incurred in connection with
the preparation, execution, recording or filing of the Severed Loan Documents,
and the Severed Loan Documents shall not contain any representations, warranties
or covenants not contained in the Loan Documents and any such representations
and warranties contained in the Severed Loan Documents will be given by Borrower
only as of the Closing Date.

          (d)       As used in this Section 8.2, a "foreclosure" shall include
any sale by power of sale.

          Section 8.3     REMEDIES CUMULATIVE; WAIVERS. The rights, powers and
remedies of Lender under this Agreement shall be cumulative and not exclusive of
any other right, power or remedy which Lender may have against Borrower pursuant
to this Agreement or the other Loan Documents, or existing at law or in equity
or otherwise. Lender's rights, powers and remedies may be pursued singly,
concurrently or otherwise, at such time and in such order as Lender may
determine in Lender's sole discretion. No delay or omission to exercise any
remedy, right or power accruing upon an Event of Default shall impair any such
remedy, right or power or shall be construed as a waiver thereof, but any such
remedy, right or power may be exercised from time to time and as often as may be
deemed expedient. A waiver of one Default or Event of Default with respect to
Borrower shall not be construed to be a waiver of any subsequent Default or
Event of Default by Borrower or to impair any remedy, right or power consequent
thereon.

                                   ARTICLE IX

                               SPECIAL PROVISIONS

          Section 9.1     SALE OF NOTES AND SECURITIZATION. At the request of
the holder of the Note and, to the extent not already required to be provided by
Borrower under this Agreement, Borrower shall cooperate with Lender to allow
Lender to satisfy the market

                                       68


standards to which the holder of the Note customarily adheres or which may be
reasonably required in the marketplace or by the Rating Agencies in connection
with the sale of the Note or participations therein or the first successful
securitization (such sale and/or securitization, the "SECURITIZATION") of rated
single or multi-class securities (the "SECURITIES") secured by or evidencing
ownership interests in the Note and the Mortgage. In this regard Borrower shall:

          (a)       (i)   provide such financial and other information with
respect to the Property, Borrower and the Manager, (ii) provide budgets relating
to the Property and (iii) to perform or permit or cause to be performed or
permitted such site inspection, appraisals, market studies, environmental
reviews and reports (Phase I's and, if appropriate, Phase II's), engineering
reports and other due diligence investigations of the Property, as may be
reasonably requested by the holder of the Note or the Rating Agencies or as may
be necessary or appropriate in connection with the Securitization (the "PROVIDED
INFORMATION"), together, if customary, with appropriate verification and/or
consents of the Provided Information through letters of auditors or opinions of
counsel of independent attorneys acceptable to Lender and the Rating Agencies;

          (b)       cause counsel to render opinions, which may be relied upon
by the holder of the Note, the Rating Agencies and their respective counsel,
agents and representatives, as to non-consolidation, fraudulent conveyance, and
true sale and/or lease or any other opinion customary in securitization
transactions, which counsel and opinions shall be reasonably satisfactory to the
holder of the Note and the Rating Agencies;

          (c)       make such representations and warranties as of the closing
date of the Securitization with respect to the Property, Borrower, and the Loan
Documents as are consistent with the representations and warranties made in the
Loan Documents; and

          (d)       execute such amendments to the Loan Documents and
organizational documents as may be reasonably requested by the holder of the
Note or the Rating Agencies or otherwise to effect the Securitization; PROVIDED,
HOWEVER, that Borrower shall not be required to modify or amend any Loan
Document if such modification or amendment would (i) change the interest rate,
the stated maturity or the amortization of principal set forth in the Note, or
(ii) modify or amend any other material economic term of the Loan.

          All material out-of-pocket third party costs and expenses incurred by
Borrower in connection with complying with requests made under this Section 9.1
shall be paid by Lender.

          Section 9.2     SECURITIZATION. Borrower understands that certain of
the Provided Information may be included in disclosure documents in connection
with the Securitization, including, without limitation, a prospectus, prospectus
supplement or private placement memorandum (each a "DISCLOSURE DOCUMENT") and
may also be included in filings with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), or
the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or
provided or made available to investors or prospective investors in the
Securities, the Rating Agencies, and service providers relating to the
Securitization. In the event that the Disclosure Document is required to be
revised prior to the sale of all Securities, Borrower will cooperate with the
holder of the Note in updating the Disclosure Document by providing all

                                       69


current information necessary to keep the Disclosure Document accurate and
complete in all material respects.

          Section 9.3     RATING SURVEILLANCE. Lender, at its option, may retain
the Rating Agencies to provide rating surveillance services on any certificates
issued in a Securitization. Such rating surveillance will be at the expense of
Lender (the "RATING SURVEILLANCE CHARGE").

          Section 9.4     EXCULPATION. Subject to the qualifications below,
Lender shall not enforce the liability and obligation of Borrower to perform and
observe the obligations contained in the Note, this Agreement, the Mortgage or
the other Loan Documents by any action or proceeding wherein a money judgment
shall be sought against Borrower, except that Lender or Trustee may bring a
foreclosure action, an action for specific performance or any other appropriate
action or proceeding to enable Lender or Trustee to enforce and realize upon its
interest under the Note, this Agreement, the Mortgage and the other Loan
Documents, or in the Property, the Rents following an Event of Default, or any
other collateral given to Lender or Trustee pursuant to the Loan Documents;
provided, however, that, except as specifically provided herein, any judgment in
any such action or proceeding shall be enforceable against Borrower only to the
extent of Borrower's interest in the Property, in the Rents following an Event
of Default and in any other collateral given to Lender or Trustee, and Lender or
Trustee, by accepting the Note, this Agreement, the Mortgage and the other Loan
Documents, agree that it shall not sue for, seek or demand any deficiency
judgment against Borrower in any such action or proceeding under or by reason of
or under or in connection with the Note, this Agreement, the Mortgage or the
other Loan Documents. The provisions of this section shall not, however, (a)
constitute a waiver, release or impairment of any obligation evidenced or
secured by any of the Loan Documents; (b) impair the right of Lender or Trustee
to name Borrower as a party defendant in any action or suit for foreclosure and
sale under any of the Mortgage; (c) affect the validity or enforceability of or
any guaranty made in connection with the Loan or any of the rights and remedies
of Lender or Trustee thereunder; (d) impair the right of Lender or Trustee to
obtain the appointment of a receiver; (e) impair the enforcement of any of the
Assignment of Leases following an Event of Default; (f) constitute a prohibition
against Lender or Trustee commencing any other appropriate action or proceeding
in order for Lender or Trustee to exercise its remedies against the Property; or
(g) constitute a waiver of the right of Lender or Trustee to enforce the
liability and obligation of Borrower, by money judgment or otherwise, to the
extent of any loss, damage, cost, expense, liability, claim or other obligation
incurred by Lender or Trustee (including attorneys' fees and costs reasonably
incurred) arising out of or in connection with the following:

          (i)       fraud or intentional misrepresentation by Borrower or any
     guarantor in connection with the Loan;

          (ii)      the gross negligence or willful misconduct of Borrower;

          (iii)     material physical waste of the Property;

          (iv)      the breach of any representation, warranty, covenant or
     indemnification provision in the Environmental Indemnity or in the Mortgage
     concerning environmental

                                       70


     laws, hazardous substances and asbestos and any indemnification of Lender
     with respect thereto in either document;

          (v)       the removal or disposal of any portion of the Property after
     an Event of Default;

          (vi)      the misapplication or conversion by Borrower of (A) any
     insurance proceeds paid by reason of any loss, damage or destruction to the
     Property which are not applied by Borrower in accordance with this
     Agreement (B) any awards or other amounts received in connection with the
     condemnation of all or a portion of the Property which are not applied by
     Borrower in accordance with this Agreement, or (C) any Rents following an
     Event of Default;

          (vii)     failure to pay charges for labor or materials or other
     charges that can create liens on any portion of the Property; or

          (viii)    any security deposits, advance deposits or any other
     deposits collected with respect to the Property which are not delivered to
     Lender upon a foreclosure of the Property or action in lieu thereof, except
     to the extent any such security deposits were applied in accordance with
     the terms and conditions of any of the Leases prior to the occurrence of
     the Event of Default that gave rise to such foreclosure or action in lieu
     thereof.

          Notwithstanding anything to the contrary in this Agreement, the Note
or any of the Loan Documents, (A) the Debt shall be fully recourse to the
Borrower and (B) Lender shall not be deemed to have waived any right which
Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of
the U.S. Bankruptcy Code to file a claim for the full amount of the Debt secured
by the Mortgage or to require that all collateral shall continue to secure all
of the Debt owing to Lender in accordance with the Loan Documents in the event
that the (I) first full monthly payment under the Note is not paid within five
(5) days of notice that such payment is late (provided, however, that such grace
period relates only to the recourse trigger described in this paragraph), or
(II) failure of Borrower to permit on-site inspections of the Property subject
to the rights of Tenants and any applicable cure period set forth in the Loan
Documents, to provide financial information as required under the Loan Documents
subject to any applicable cure period, or to comply with Section 4.1.30 hereof,
or (III) failure of Borrower to obtain Lender's prior written consent (to extent
such consent is required) to any subordinate financing or other voluntary lien
encumbering the Property, or (IV) failure of Borrower to obtain Lender's prior
written consent to any assignment, transfer or conveyance of the Property, or
any portion thereof, or any interest therein as required by this Agreement.
Notwithstanding the provision set forth in clause (III) of this paragraph, a
voluntary lien OTHER THAN a lien securing an extension of credit filed against
the Property shall not constitute a recourse trigger for purposes of this
paragraph provided such lien (A) is fully bonded to the satisfaction of Lender
and discharged of record within ninety (90) days of filing, or (B) within such
ninety (90) day period, Lender receives affirmative title insurance from the
title insurance company insuring the lien of the Mortgage that such lien is
subject and subordinate to the lien of the Mortgage and no enforcement action is
commenced by the applicable lien holder.

                                       71


          Section 9.5     TERMINATION OF MANAGER. If (a) the amounts evidenced
by the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the
Manager shall become insolvent, (c) the Manager is in default under the terms of
the Management Agreement beyond any applicable grace or cure period, or (d)
Manager is not managing the Property in accordance with the management practices
of nationally recognized management companies managing similar properties in
locations comparable to those of the Property, then, in the case of (a), (b),
(c) or (d), Borrower shall, at the request of Lender, terminate the Management
Agreement and replace the Manager with a manager reasonably approved by Lender
on terms and conditions reasonably satisfactory to Lender, it being understood
and agreed that the management fee for such replacement manager shall not exceed
then prevailing market rates. In addition and without limiting the rights of
Lender hereunder or under any of the other Loan Documents, in the event that (i)
the Management Agreement is terminated, (ii) the Manager no longer manages the
Property, or (iii) a receiver, liquidator or trustee shall be appointed for
Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any
petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, shall be filed by or
against, consented to, or acquiesced in by, Manager, or if any proceeding for
the dissolution or liquidation of Manager shall be instituted, then Borrower (at
Borrower's sole cost and expense) shall immediately, in its name, establish new
deposit accounts separate from any other Person with a depository satisfactory
to Lender into which all Rents and other income from the Property shall be
deposited and shall grant Lender a first priority security interest in such
account pursuant to documentation satisfactory in form and substance to Lender.

          Section 9.6     SERVICER. At the option of Lender, the Loan may be
serviced by a servicer/trustee (the "SERVICER") selected by Lender and Lender
may delegate all or any portion of its responsibilities under this Agreement and
the other Loan Documents to the Servicer pursuant to a servicing agreement (the
"SERVICING AGREEMENT") between Lender and Servicer. Lender shall be responsible
for any set-up fees or any other costs relating to or arising under the
Servicing Agreement.

          Section 9.7     SPLITTING THE LOAN. At the election of Lender in its
sole discretion, the Loan or any individual Note making up the Loan shall be
split and severed into two or more loans which, at Lender's election, shall not
be cross-collateralized or cross-defaulted with each other. Borrower hereby
agrees to deliver to Lender to effectuate such severing of the Loan or any
individual Note, as the case may be, as reasonably requested by Lender, (a)
additional executed documents, or amendments and modifications to the applicable
Loan Documents, (b) new opinions or updates to the opinions delivered to Lender
in connection with the closing of the Loan, (c) endorsements and/or updates to
the title insurance policies delivered to Lender in connection with the closing
of the Loan, and (d) any other certificates, instruments and documentation
reasonably determined by Lender as necessary or appropriate to such severance
(the items described in subsections (a) through (d) collectively hereinafter
shall be referred to as "Severing Documentation"), which Severing Documentation
shall be acceptable to Lender in form and substance in its reasonable
discretion. Lender hereby agrees to be responsible for all reasonable
third-party expenses incurred in connection with the preparation and delivery of
the Severing Documentation and the effectuation of the uncrossing of the Loan
from the additional Loans. Borrower hereby acknowledges and agrees that upon
such severing of the Loan, Lender may effect, in its sole discretion, one or
more Securitizations of which the severed loans may be a part.

                                       72


                                    ARTICLE X

                                  MISCELLANEOUS

          Section 10.1    SURVIVAL. This Agreement and all covenants,
agreements, representations and warranties made herein and in the certificates
delivered pursuant hereto shall survive the making by Lender of the Loan and the
execution and delivery to Lender of the Note, and shall continue in full force
and effect so long as all or any of the Debt is outstanding and unpaid unless a
longer period is expressly set forth herein or in the other Loan Documents.
Whenever in this Agreement any of the parties hereto is referred to, such
reference shall be deemed to include the legal representatives, successors and
assigns of such party. All covenants, promises and agreements in this Agreement,
by or on behalf of Borrower, shall inure to the benefit of the legal
representatives, successors and assigns of Lender.

          Section 10.2    LENDER'S DISCRETION. Whenever pursuant to this
Agreement, Lender exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Lender, the decision of Lender
to approve or disapprove or to decide whether arrangements or terms are
satisfactory or not satisfactory shall (except as is otherwise specifically
herein provided) be in the sole discretion of Lender and shall be final and
conclusive.

          Section 10.3    GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND
APPLICABLE FEDERAL LAWS.

          Section 10.4    MODIFICATION, WAIVER IN WRITING. No modification,
amendment, extension, discharge, termination or waiver of any provision of this
Agreement, or of the Note, or of any other Loan Document, nor consent to any
departure by Borrower therefrom, shall in any event be effective unless the same
shall be in a writing signed by the party against whom enforcement is sought,
and then such waiver or consent shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to, or demand on Borrower, shall entitle Borrower to
any other or future notice or demand in the same, similar or other
circumstances.

          Section 10.5    DELAY NOT A WAIVER. Neither any failure nor any delay
on the part of Lender in insisting upon strict performance of any term,
condition, covenant or agreement, or exercising any right, power, remedy or
privilege hereunder, or under the Note or under any other Loan Document, or any
other instrument given as security therefor, shall operate as or constitute a
waiver thereof, nor shall a single or partial exercise thereof preclude any
other future exercise, or the exercise of any other right, power, remedy or
privilege. In particular, and not by way of limitation, by accepting payment
after the due date of any amount payable under this Agreement, the Note or any
other Loan Document, Lender shall not be deemed to have waived any right either
to require prompt payment when due of all other amounts due under this
Agreement, the Note or the other Loan Documents, or to declare a default for
failure to effect prompt payment of any such other amount.

                                       73


          Section 10.6    NOTICES. All notices, consents, approvals and requests
required or permitted hereunder or under any other Loan Document shall be given
in writing and shall be effective for all purposes if hand delivered or sent by
(a) certified or registered United States mail, postage prepaid, return receipt
requested or (b) expedited prepaid delivery service, either commercial or United
States Postal Service, with proof of attempted delivery, and by telecopier (with
answer back acknowledged), addressed as follows (or at such other address and
Person as shall be designated from time to time by any party hereto, as the case
may be, in a written notice to the other parties hereto in the manner provided
for in this Section):

          If to Lender:

                  Bear Stearns Commercial Mortgage, Inc.
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: J. Christopher Hoeffel

          with a copy to:

                  Katten Muchin Zavis Rosenman
                  401 South Tryon Street
                  Suite 2600
                  Charlotte, North Carolina 28202-1935
                  Attention: Daniel S. Huffenus, Esq.

          If to Trustee:

                  Daniel S. Huffenus
                  401 South Tryon Street, Suite 2600
                  Charlotte, North Carolina 28202

          If to Borrower:

                  Inland Western Hickory-Catawba, L.L.C.
                  200 Waymont Court, Suite 126, Unit 10
                  Lake Mary, Florida 32746
                  Attention: Barry Lazarus

          with a copy to:

                  Inland Western Retail Real Estate Trust, Inc.
                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attention: Robert H. Baum, Esq.

          and to:

                  Inland Western Retail Real Estate Trust, Inc.

                                       74


                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attention: Roberta Matlin

          A notice shall be deemed to have been given: in the case of hand
delivery, at the time of delivery; in the case of registered or certified mail,
when delivered or the first attempted delivery on a Business Day; or in the case
of expedited prepaid delivery and telecopy, upon the first attempted delivery on
a Business Day.

          Section 10.7    TRIAL BY JURY. BORROWER AND LENDER HEREBY AGREE NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY BORROWER AND LENDER.

          Section 10.8    HEADINGS. The Article and/or Section headings and the
Table of Contents in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.

          Section 10.9    SEVERABILITY. Wherever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be prohibited
by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.

          Section 10.10   PREFERENCES.

          Lender shall have the continuing and exclusive right to apply or
reverse and reapply any and all payments by Borrower to any portion of the
obligations of Borrower hereunder. To the extent Borrower makes a payment or
payments to Lender, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the obligations hereunder or
part thereof intended to be satisfied shall be revived and continue in full
force and effect, as if such payment or proceeds had not been received by
Lender.

          Section 10.11   WAIVER OF NOTICE. Borrower shall not be entitled to
any notices of any nature whatsoever from Lender except with respect to matters
for which this Agreement or the other Loan Documents specifically and expressly
provide for the giving of notice by Lender

                                       75


to Borrower and except with respect to matters for which Borrower is not,
pursuant to applicable Legal Requirements, permitted to waive the giving of
notice. Borrower hereby expressly waives the right to receive any notice from
Lender with respect to any matter for which this Agreement or the other Loan
Documents do not specifically and expressly provide for the giving of notice by
Lender to Borrower.

          Section 10.12   REMEDIES OF BORROWER. In the event that a claim or
adjudication is made that Lender or its agents have acted unreasonably or
unreasonably delayed acting in any case where by law or under this Agreement or
the other Loan Documents, Lender or such agent, as the case may be, has an
obligation to act reasonably or promptly, Borrower agrees that neither Lender
nor its agents shall be liable for any monetary damages, and Borrower's sole
remedies shall be limited to commencing an action seeking injunctive relief or
declaratory judgment. The parties hereto agree that any action or proceeding to
determine whether Lender has acted reasonably shall be determined by an action
seeking declaratory judgment.

          Section 10.13   EXPENSES; INDEMNITY.

          (a)       Borrower covenants and agrees to pay or, if Borrower fails
to pay, to reimburse, Lender upon receipt of written notice from Lender for all
reasonable costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by Lender in connection with (i) the preparation,
negotiation, execution and delivery of this Agreement and the other Loan
Documents and the consummation of the transactions contemplated hereby and
thereby and all the costs of furnishing all opinions by counsel for Borrower
(including without limitation any opinions requested by Lender as to any legal
matters arising under this Agreement or the other Loan Documents with respect to
the Property); (ii) Borrower's ongoing performance of and compliance with
Borrower's respective agreements and covenants contained in this Agreement and
the other Loan Documents on its part to be performed or complied with after the
Closing Date, including, without limitation, confirming compliance with
environmental and insurance requirements; (iii) Lender's ongoing performance and
compliance with all agreements and conditions contained in this Agreement and
the other Loan Documents on its part to be performed or complied with after the
Closing Date; (iv) except as otherwise provided in this Agreement, the
negotiation, preparation, execution, delivery and administration of any
consents, amendments, waivers or other modifications to this Agreement and the
other Loan Documents and any other documents or matters reasonably requested by
Lender; (v) securing Borrower's compliance with any requests made pursuant to
the provisions of this Agreement; (vi) the filing and recording fees and
expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses
incurred in creating and perfecting the Liens in favor of Lender pursuant to
this Agreement and the other Loan Documents; (vii) enforcing or preserving any
rights, in response to third party claims or the prosecuting or defending of any
action or proceeding or other litigation, in each case against, under or
affecting Borrower, this Agreement, the other Loan Documents, the Property, or
any other security given for the Loan; and (viii) enforcing any obligations of
or collecting any payments due from Borrower under this Agreement, the other
Loan Documents or with respect to the Property or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or of any insolvency or bankruptcy
proceedings; provided, however, that Borrower shall not be liable for the
payment of any such

                                       76


costs and expenses to the extent the same arise by reason of the gross
negligence, illegal acts, fraud or willful misconduct of Lender.

          (b)       Borrower shall indemnify, defend and hold harmless Lender
from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including, without limitation, the reasonable
fees and disbursements of counsel for Lender in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not Lender shall be designated a party thereto), that may be imposed
on, incurred by, or asserted against Lender in any manner relating to or arising
out of (i) any breach by Borrower of its obligations under, or any material
misrepresentation by Borrower contained in, this Agreement or the other Loan
Documents, or (ii) the use or intended use of the proceeds of the Loan
(collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, that Borrower
shall not have any obligation to Lender hereunder to the extent that such
Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or
willful misconduct of Lender. To the extent that the undertaking to indemnify,
defend and hold harmless set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, Borrower shall pay
the maximum portion that it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all Indemnified Liabilities incurred by
Lender.

          Section 10.14   SCHEDULES INCORPORATED. The Schedules annexed hereto
are hereby incorporated herein as a part of this Agreement with the same effect
as if set forth in the body hereof.

          Section 10.15   OFFSETS, COUNTERCLAIMS AND DEFENSES. Any assignee of
Lender's interest in and to this Agreement, the Note and the other Loan
Documents shall take the same free and clear of all offsets, counterclaims or
defenses which are unrelated to such documents which Borrower may otherwise have
against any assignor of such documents, and no such unrelated counterclaim or
defense shall be interposed or asserted by Borrower in any action or proceeding
brought by any such assignee upon such documents and any such right to interpose
or assert any such unrelated offset, counterclaim or defense in any such action
or proceeding is hereby expressly waived by Borrower.

          Section 10.16   NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY
BENEFICIARIES.

          (a)       Borrower and Lender intend that the relationships created
hereunder and under the other Loan Documents be solely that of borrower and
lender. Nothing herein or therein is intended to create a joint venture,
partnership, tenancy-in-common, or joint tenancy relationship between Borrower
and Lender nor to grant Lender any interest in the Property other than that of
mortgagee, beneficiary or lender.

          (b)       This Agreement and the other Loan Documents are solely for
the benefit of Lender and Borrower and nothing contained in this Agreement or
the other Loan Documents shall be deemed to confer upon anyone other than Lender
and Borrower any right to insist upon or to enforce the performance or
observance of any of the obligations contained herein or therein. All conditions
to the obligations of Lender to make the Loan hereunder are imposed solely and
exclusively for the benefit of Lender and no other Person shall have standing to
require

                                       77


satisfaction of such conditions in accordance with their terms or be entitled to
assume that Lender will refuse to make the Loan in the absence of strict
compliance with any or all thereof and no other Person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by Lender if, in Lender's sole
discretion, Lender deems it advisable or desirable to do so.

          Section 10.17   PUBLICITY. All news releases, publicity or advertising
by Borrower or their Affiliates through any media intended to reach the general
public which refers to the Loan Documents or the financing evidenced by the Loan
Documents, to Lender, Bear Stearns, or any of their Affiliates shall be subject
to the prior written approval of Lender. All news releases, publicity or
advertising by Lender through any media intended to reach the general public
which refers solely to the Borrower or to the Loan made by the Lender to the
Borrower shall be subject to the prior written approval of Borrower, provided
however, the foregoing shall not apply to Provided Information included in
disclosure documents in connection with a Securitization.

          Section 10.18   WAIVER OF MARSHALLING OF ASSETS. To the fullest extent
permitted by law, Borrower, for itself and its successors and assigns, waives
all rights to a marshalling of the assets of Borrower, Borrower's partners and
others with interests in Borrower, and of the Property, or to a sale in inverse
order of alienation in the event of foreclosure of the Mortgage or sale of the
Property by power of sale, and agrees not to assert any right under any laws
pertaining to the marshalling of assets, the sale in inverse order of
alienation, homestead exemption, the administration of estates of decedents, or
any other matters whatsoever to defeat, reduce or affect the right of Lender
under the Loan Documents to a sale of the Property for the collection of the
Debt without any prior or different resort for collection or of the right of
Lender to the payment of the Debt out of the net proceeds of the Property in
preference to every other claimant whatsoever.

          Section 10.19   WAIVER OF COUNTERCLAIM. Borrower hereby waives the
right to assert a counterclaim, other than a compulsory counterclaim, in any
action or proceeding brought against it by Lender or its agents.

          Section 10.20   CONFLICT; CONSTRUCTION OF DOCUMENTS; RELIANCE. In the
event of any conflict between the provisions of this Loan Agreement and any of
the other Loan Documents, the provisions of this Loan Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower acknowledges that,
with respect to the Loan, Borrower shall rely solely on its own judgment and
advisors in entering into the Loan without relying in any manner on any
statements, representations or recommendations of Lender or any parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever in the exercise of any rights or remedies available to it under any
of the Loan Documents or any other agreements or instruments which govern the
Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower, and Borrower
hereby irrevocably waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's exercise of any such rights
or remedies. Borrower acknowledges that Lender engages in the business of real
estate financings and other real estate

                                       78


transactions and investments which may be viewed as adverse to or competitive
with the business of Borrower or its Affiliates.

          Section 10.21   BROKERS AND FINANCIAL ADVISORS. Borrower hereby
represents that it has dealt with no financial advisors, brokers, underwriters,
placement agents, agents or finders in connection with the transactions
contemplated by this Agreement other than Inland Mortgage Corp. Borrower hereby
agrees to indemnify, defend and hold Lender harmless from and against any and
all claims, liabilities, costs and expenses of any kind (including Lender's
reasonable attorneys' fees and expenses) in any way relating to or arising from
a claim by any Person that such Person acted on behalf of Borrower or Lender in
connection with the transactions contemplated herein. The provisions of this
Section 10.21 shall survive the expiration and termination of this Agreement and
the payment of the Debt.

          Section 10.22   PRIOR AGREEMENTS. This Agreement and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in
respect of the transactions contemplated hereby and thereby, and all prior
agreements or understandings among or between such parties, whether oral or
written, are superseded by the terms of this Agreement and the other Loan
Documents and unless specifically set forth in a writing contemporaneous
herewith the terms, conditions and provisions of such prior agreement do not
survive execution of this Agreement.

          Section 10.23   TRANSFER OF LOAN. In the event that Lender transfers
the Loan, Borrower shall continue to make payments at the place set forth in the
Note until such time that Borrower is notified in writing by Lender that
payments are to be made at another place.

          Section 10.24   JOINT AND SEVERAL LIABILITY. If Borrower consists of
more than one person or party, the obligations and liabilities of each person or
party shall be joint and several.


          (THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)

                                       79


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.

                              BORROWER:

                              INLAND WESTERN HICKORY-CATAWBA,
                              L.L.C., a Delaware limited liability company

                              By: Inland Western Retail Real Estate Trust, Inc.,
                                  a Maryland corporation, its sole member


                                  By:
                                       -----------------------------------------
                                       Name:
                                       Title:


                              LENDER:

                              BEAR STEARNS COMMERCIAL
                              MORTGAGE, INC., a New York corporation


                              By:
                                  ----------------------------------------------
                                  Michael A. Forastiere
                                  Managing Director

                                    SCH. X-1


                                   SCHEDULE I

                             TENANT DIRECTION LETTER

                     INLAND WESTERN HICKORY-CATAWBA, L.L.C.

                                                              ___________, 200__

(Tenant's name and address)
___________________________
___________________________


     Re:  Lease, dated _____________, by and between _______________, as
          original landlord and predecessor-in-interest to Inland Western
          Hickory-Catawba, L.L.C., as landlord, and _____________ as tenant as
          the same has been amended, concerning premises at North Ranch
          Pavilions, Hickory, NC

Ladies and Gentlemen:

     The undersigned hereby requests that, commencing with the first Rent
payment date occurring after the date hereof, you deliver all Rent to the
following address:

          ____________________
          ____________________
          ____________________
          Account Name: _____________________
          Account No.   ______________
          Attention:    ______________
          ABA#          ______________


                              INLAND WESTERN HICKORY-CATAWBA,
                              L.L.C., a Delaware limited liability company

                              By:  Inland Western Retail Real Estate Trust,
                                   Inc., a Maryland corporation, its sole
                                   member

                                   By:
                                       ---------------------------------------
                                       Name:
                                       Title:

                                        2


                                   SCHEDULE II

                                    RENT ROLL


                                    SCH. X-3


                                  SCHEDULE III

                                REQUIRED REPAIRS

                                      None.


                                    SCH. X-4


                                   SCHEDULE IV

                             Intentionally omitted.


                                    SCH. X-5


                                   SCHEDULE V

                             Intentionally omitted.


                                    SCH. X-6


                                   SCHEDULE VI

                             Intentionally omitted.


                                    SCH. X-7


                                  SCHEDULE VII

                       PROPERTY AFFECTED BY SECTION 4.1.22

                                 Not Applicable.


                                    SCH. X-8


                                  SCHEDULE VIII

                             Intentionally Omitted.


                                    SCH. X-9


                                   SCHEDULE IX

                             Intentionally Omitted.


                                    SCH. X-10


                                   SCHEDULE X

                         OTHER CONTRACT FUNDS AGREEMENTS

                                      None.


                                       11

EX-10.43

                                                                   Exhibit 10.43

                      AMENDED AND RESTATED PROMISSORY NOTE

$13,127,000.00                                                New York, New York
                                                                January __, 2003

          FOR VALUE RECEIVED, INLAND PARK PLACE LIMITED PARTNERSHIP, an Illinois
limited partnership, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523, a maker hereunder (referred to herein as
"BORROWER"), hereby unconditionally promises to pay to the order of BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having an
address at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at such
other place as the holder hereof may from time to time designate in writing, the
principal sum of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND AND NO/100
DOLLARS ($13,127,000.00), in lawful money of the United States of America with
interest thereon to be computed from the date of this Note at the Interest Rate,
and to be paid in accordance with the terms of this Note and that certain Loan
Agreement, dated as of the date hereof, by and among Borrower, Inland Western
New Britain Main, L.L.C., a Delaware limited liability company ("OTHER
BORROWER") and Lender (the "LOAN AGREEMENT"). All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.

     WHEREAS, Borrower and Lender are party to that certain Loan Agreement dated
October 31, 2003 (the "PARK PLACE LOAN AGREEMENT") pursuant to which Borrower
executed that certain Promissory Note dated October 31, 2003 (the "PRE-EXISTING
NOTE") in the principal amount of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN
THOUSAND AND NO/100 DOLLARS ($13,127,000.00) (the "ORIGINAL Loan"), that certain
Deed of Trust and Security Agreement dated October 31, 2003 and other Loan
Documents defined in the Park Place Loan Agreement. As of the date hereof, the
outstanding principal balance of the Original Loan is THIRTEEN MILLION ONE
HUNDRED TWENTY SEVEN THOUSAND AND NO/100 DOLLARS ($13,127,000.00).

     WHEREAS, Borrower and Lender have agreed that the Original Loan will be
cross-defaulted and cross-collateralized with Lender's loan to Other Borrower.
Borrower and Lender have agreed to amend and restate the terms of the
Pre-Existing Note by entering into this Amended and Restated Promissory Note.
Borrower, Other Borrower and Lender have executed the Loan Agreement dated as of
the date hereof, which shall supercede the Park Place Loan Agreement in all
respects with respect to Borrower.

                                   AGREEMENT:

          NOW, THEREFORE, Borrower and Lender hereby agree to amend and restate
the Pre-Existing Note in its entirety as follows:

                            ARTICLE 1 - PAYMENT TERMS

          Borrower agrees to pay interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in
the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the
Maturity Date.



                      ARTICLE 2 - DEFAULT AND ACCELERATION

          The Debt shall without notice become immediately due and payable at
the option of Lender if any payment required in this Note is not paid on or
prior to the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.

                           ARTICLE 3 - LOAN DOCUMENTS

          This Note is secured by the Mortgage and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

                           ARTICLE 4 - SAVINGS CLAUSE

          Notwithstanding anything to the contrary contained in this Note or the
Mortgage, neither the Applicable Interest Rate nor the Default Rate shall at any
time exceed the Maximum Rate. The term "Maximum Rate," as used herein, shall
mean, on any day, the highest nonusurious rate of interest (if any) permitted by
applicable law on such day. For purposes of Chapter 303 of the Texas Finance
Code, as it may from time to time be amended, the Maximum Rate shall be the
"weekly ceiling" as defined in Section 303.002 of said Code and as computed in
accordance with Section 303.003 of said Code, from time to time in effect;
provided, however, that to the extent permitted by applicable law, Lender
reserves the right to change, from time to time by further notice and disclosure
to Borrower, the ceiling on which the Maximum Rate is based under Chapter 303 of
said Code; and, provided further, that the "highest nonusurious rate of interest
permitted by applicable law" for purposes of this Note or the Mortgage shall not
be limited to the applicable rate ceiling under Chapter 303 of said Code if
federal laws or other state laws now or hereafter in effect and applicable to
this Note or the Mortgage (and the interest contracted for, charged and
collected hereunder) shall permit a higher rate of interest. In no event shall
the Loan be considered a revolving credit account as defined in Chapter 346 of
the Texas Finance Code, as may be hereafter amended or recodified.

          It is the intention of the parties hereto to comply with the usury
laws of the State of Texas and the United States of America. The parties hereto
do not intend to contract for, charge or receive any interest or other charge
which is usurious, and by execution of this Note or the Mortgage, Borrower
agrees that Lender has no such intent. This Note, the Mortgage, the other Loan
Documents and all other agreements between Borrower and Lender or any other
holder hereof, which are now existing or hereafter arising, whether written or
oral, are hereby expressly limited so that in no event whatsoever, whether by
reason of acceleration of maturity hereof, or otherwise, shall the amount paid,
or agreed to be paid, to Lender or any other holder hereof for the use,
forbearance or detention of the money to be due hereunder or otherwise, or for
the payment or performance of any covenant or obligation contained herein or in
any other document evidencing, securing or pertaining to the Debt, exceed the
Maximum Rate. If from any circumstance whatsoever fulfillment of any provisions
hereof or other document, at the time

                                        2


performance of such provisions shall be due, shall involve transcending the
valid limits prescribed by law, then ipso facto, the obligation to be fulfilled
shall be reduced to the Maximum Rate, and if from any such circumstance Lender
or any other holder shall ever receive as interest or otherwise an amount which
will exceed the Maximum Rate, such amount which would be excessive interest
shall be applied to the reduction of the principal amount owing hereunder or on
account of any other principal indebtedness of Borrower to the holder and not to
the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal hereof and such other indebtedness, such excess shall be
refunded to Borrower. All sums paid and agreed to be paid to Lender or any other
holder for use, forbearance or detention of the indebtedness of Borrower shall,
to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the period until payment in full on the Note (or any
renewals, extensions and rearrangement thereof) so that the actual rate of
interest on account of the Debt is uniform throughout the term of this Note (and
all renewals, extensions and rearrangements hereof) and does not exceed the
Maximum Rate. The terms and provisions of this Article 4 shall control and
supersede any other provision of this Note or the other Loan Documents.

                           ARTICLE 5 - NO ORAL CHANGE

          This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                               ARTICLE 6 - WAIVERS

          Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a corporation, the
agreements contained herein shall remain in full force and applicable
notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a

                                        3


waiver of, any prohibition or restriction on transfers of interests in such
partnership which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)

                              ARTICLE 7 - TRANSFER

          Upon the transfer of this Note, Borrower hereby waiving notice of any
such transfer except as provided in the Loan Agreement, Lender may deliver all
the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall from that date forward forever be relieved and
fully discharged from any liability or responsibility in the matter; but Lender
shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred.

                             ARTICLE 8 - EXCULPATION

          The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent and with the same
force as if fully set forth herein.

                            ARTICLE 9 - GOVERNING LAW

          THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS
BE GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.

                              ARTICLE 10 - NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.

                            ARTICLE 11- MISCELLANEOUS

          Upon proper execution and delivery of this Amended and Restated
Promissory Note by Borrower and acceptance of same by Lender, Lender agrees to
return to Borrower the Pre-Existing Note to Borrower.

                         [NO FURTHER TEXT ON THIS PAGE]

                                        4


          IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day
and year first above written.

                            BORROWER:


                            INLAND PARK PLACE LIMITED
                            PARTNERSHIP, an Illinois limited partnership


                            By:   Inland Plano Investments, LLC, a Delaware
                                  limited liability company, its general partner

                                  By:   Inland Western Retail Real Estate
                                        Trust, Inc., its sole member

                                        By:  /s/ Valerie Medina
                                             -------------------
                                             Name: Valerie Medina
                                             Title: Asst. Secretary

                                        5


                                 ACKNOWLEDGEMENT

STATE OF ILLINOIS

COUNTY OF DUPAGE

          This instrument was acknowledged before me on January 26,2004, by
Valerie Medina, Asst Secretary of Inland Western Retail Real Estate Trust, Inc.,
a Maryland corporation, the sole member of Inland Plano Investments, LLC, a
Delaware limited liability company, the general partner of INLAND PARK PLACE
LIMITED PARTNERSHIP, an Illinois limited partnership, on behalf of said
entities.

                                                      /s/ Susan M. Maret
                                                --------------------------------
                                                Notary Public, State of Illinois

My commission expires:
                                      OFFICIAL SEAL
     12/8/07                          SUSAN M.MARET
- ---------------------        NOTARY PUBLIC - STATE OF ILLINOIS
                              MY COMMISSION EXPIRES: 12/08/07

                                        6

EX-10.44

                                                                   Exhibit 10.44

                                 PROMISSORY NOTE

$13,127,000.00                                                New York, New York
                                                                January __, 2003

          FOR VALUE RECEIVED, INLAND PARK PLACE LIMITED PARTNERSHIP, an Illinois
limited partnership, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523, a maker hereunder (referred to herein as
"BORROWER"), hereby unconditionally promises to pay to the order of BEAR STEARNS
COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having an address
at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at such other
place as the holder hereof may from time to time designate in writing, the
principal sum of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND AND NO/100
DOLLARS ($13,127,000.00), in lawful money of the United States of America with
interest thereon to be computed from the date of this Note at the Interest Rate,
and to be paid in accordance with the terms of this Note and that certain Loan
Agreement, dated as of the date hereof, by and among Borrower, Inland Western
New Britain Main, L.L.C., a Delaware limited liability company ("OTHER
BORROWER") and Lender (the "LOAN AGREEMENT"). All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.

     WHEREAS, Borrower, Other Borrower and Lender are party to that certain Loan
Agreement dated October 31, 2003 (the "PARK PLACE LOAN AGREEMENT") pursuant to
which Borrower executed that certain Promissory Note dated October 31, 2003 (the
"PRE-EXISTING NOTE") in the principal amount of THIRTEEN MILLION ONE HUNDRED
TWENTY SEVEN THOUSAND AND NO/100 DOLLARS ($13,127,000.00) (the "ORIGINAL LOAN"),
that certain Deed of Trust and Security Agreement dated October 31, 2003 and
other Loan Documents defined in the Park Place Loan Agreement. As of the date
hereof, the outstanding principal balance of the Original Loan is THIRTEEN
MILLION ONE HUNDRED TWENTY SEVEN THOUSAND AND NO/100 DOLLARS ($13,127,000.00).

     WHEREAS, Borrower and Lender have agreed that the Original Loan will be
cross-defaulted and cross-collateralized with Lender's loan to Other Borrower.
Borrower and Lender have agreed to amend and restate the terms of the
Pre-Existing Note by entering into an Amended and Restated Promissory Note.
Borrower, Other Borrower and Lender have executed the Loan Agreement dated as of
the date hereof, which shall supercede the Park Place Loan Agreement in all
respects with respect to Borrower.

                                   AGREEMENT:

          NOW, THEREFORE, Borrower and Lender hereby agree to amend and restate
the Pre-Existing Note in its entirety as follows:

                            ARTICLE 1 - PAYMENT TERMS

          Borrower agrees to pay interest on the unpaid principal sum of this
Note from time to time outstanding at the rates and at the times specified in
the Loan Agreement and the outstanding balance of the principal sum of this Note
and all accrued and unpaid interest thereon shall be due and payable on the
Maturity Date.



                      ARTICLE 2 - DEFAULT AND ACCELERATION

          The Debt shall without notice become immediately due and payable at
the option of Lender if any payment required in this Note is not paid on or
prior to the date when due or if not paid on the Maturity Date or on the
happening of any other Event of Default.

                           ARTICLE 3 - LOAN DOCUMENTS

          This Note is secured by the Mortgage and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

                           ARTICLE 4 - SAVINGS CLAUSE

          Notwithstanding anything to the contrary contained in this Note or the
Mortgage, neither the Applicable Interest Rate nor the Default Rate shall at any
time exceed the Maximum Rate. The term "Maximum Rate," as used herein, shall
mean, on any day, the highest nonusurious rate of interest (if any) permitted by
applicable law on such day. For purposes of Chapter 303 of the Texas Finance
Code, as it may from time to time be amended, the Maximum Rate shall be the
"weekly ceiling" as defined in Section 303.002 of said Code and as computed in
accordance with Section 303.003 of said Code, from time to time in effect;
provided, however, that to the extent permitted by applicable law, Lender
reserves the right to change, from time to time by further notice and disclosure
to Borrower, the ceiling on which the Maximum Rate is based under Chapter 303 of
said Code; and, provided further, that the "highest nonusurious rate of interest
permitted by applicable law" for purposes of this Note or the Mortgage shall not
be limited to the applicable rate ceiling under Chapter 303 of said Code if
federal laws or other state laws now or hereafter in effect and applicable to
this Note or the Mortgage (and the interest contracted for, charged and
collected hereunder) shall permit a higher rate of interest. In no event shall
the Loan be considered a revolving credit account as defined in Chapter 346 of
the Texas Finance Code, as may be hereafter amended or recodified.

          It is the intention of the parties hereto to comply with the usury
laws of the State of Texas and the United States of America. The parties hereto
do not intend to contract for, charge or receive any interest or other charge
which is usurious, and by execution of this Note or the Mortgage, Borrower
agrees that Lender has no such intent. This Note, the Mortgage, the other Loan
Documents and all other agreements between Borrower and Lender or any other
holder hereof, which are now existing or hereafter arising, whether written or
oral, are hereby expressly limited so that in no event whatsoever, whether by
reason of acceleration of maturity hereof, or otherwise, shall the amount paid,
or agreed to be paid, to Lender or any other holder hereof for the use,
forbearance or detention of the money to be due hereunder or otherwise, or for
the payment or performance of any covenant or obligation contained herein or in
any other document evidencing, securing or pertaining to the Debt, exceed the
Maximum Rate. If from any circumstance whatsoever fulfillment of any provisions
hereof or other document, at the time

                                        2


performance of such provisions shall be due, shall involve transcending the
valid limits prescribed by law, then ipso facto, the obligation to be fulfilled
shall be reduced to the Maximum Rate, and if from any such circumstance Lender
or any other holder shall ever receive as interest or otherwise an amount which
will exceed the Maximum Rate, such amount which would be excessive interest
shall be applied to the reduction of the principal amount owing hereunder or on
account of any other principal indebtedness of Borrower to the holder and not to
the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal hereof and such other indebtedness, such excess shall be
refunded to Borrower. All sums paid and agreed to be paid to Lender or any other
holder for use, forbearance or detention of the indebtedness of Borrower shall,
to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the period until payment in full on the Note (or any
renewals, extensions and rearrangement thereof) so that the actual rate of
interest on account of the Debt is uniform throughout the term of this Note (and
all renewals, extensions and rearrangements hereof) and does not exceed the
Maximum Rate. The terms and provisions of this Article 4 shall control and
supersede any other provision of this Note or the other Loan Documents.

                           ARTICLE 5 - NO ORAL CHANGE

          This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.

                               ARTICLE 6 - WAIVERS

          Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a corporation, the
agreements contained herein shall remain in full force and applicable
notwithstanding any changes in the shareholders comprising, or the officers and
directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a

                                        3


waiver of, any prohibition or restriction on transfers of interests in such
partnership which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)

                              ARTICLE 7 - TRANSFER

          Upon the transfer of this Note, Borrower hereby waiving notice of any
such transfer except as provided in the Loan Agreement, Lender may deliver all
the collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall from that date forward forever be relieved and
fully discharged from any liability or responsibility in the matter; but Lender
shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred.

                             ARTICLE 8 - EXCULPATION

          The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent and with the same
force as if fully set forth herein.

                            ARTICLE 9 - GOVERNING LAW

          THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO
THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS
BE GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN
WHICH THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.

                              ARTICLE 10 - NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.

                         [NO FURTHER TEXT ON THIS PAGE]

                                        4


          IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day
and year first above written.

                             BORROWER:


                             INLAND PARK PLACE LIMITED
                             PARTNERSHIP, an Illinois limited partnership


                             By:  Inland Plano Investments, LLC, a Delaware
                                  limited liability company, its general partner


                                  By:  Inland Western Retail Real Estate
                                       Trust, Inc., its sole member


                                       By:  /s/ Valerie Medina
                                            -----------------
                                            Name: Valerie Medina
                                            Title: Asst. Secretary

                                        5


                                 ACKNOWLEDGMENT

STATE OF ILLINOIS

COUNTY OF DUPAGE

          This instrument was acknowledged before me on January 26, 2004, by
Valerie Medina, Asst. Secretary of Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, the sole member of Inland Plano Investments, LLC,
a Delaware limited liability company, the general partner of INLAND PARK PLACE
LIMITED PARTNERSHIP, an Illinois limited partnership, on behalf of said
entities.

                                                      /s/ Susan M. Maret
                                                --------------------------------
                                                Notary Public, State of Illinois

My commission expires:
                                      OFFICIAL SEAL
     12/8/07                          SUSAN M MARET
- ---------------------        NOTARY PUBLIC - STATE OF ILLINOIS
                              MY COMMISSION EXPIRES: 12/08/07

                                        6

EX-10.45

                                                                   Exhibit 10.45

================================================================================

                    INLAND WESTERN NEW BRITAIN MAIN, L.L.C.,
                a Delaware limited liability company, as Borrower

                                       to

                BEAR STEARNS COMMERCIAL MORTGAGE, INC., as Lender

                                   ----------

                    OPEN-END MORTGAGE AND SECURITY AGREEMENT
   This document serves as a Fixture Filing under the Uniform Commercial Code.

                                   ----------

                                   Dated:     As of January______,2004
                                   Location:  _____________________, Connecticut
                                   County:    ________

                  Borrower's Federal Tax I.D.No.: ____________
                Borrower's Organizational I.D.No.: ______________

                                   PREPARED BY AND UPON
                                   RECORDATION RETURN TO:
                                   KMZ Rosenman
                                   401 South Tryon Street, Suite 2600
                                   Charlotte, North Carolina 28202
                                   Attention: Daniel S. Huffenus, Esq.



          THIS MORTGAGE AND SECURITY AGREEMENT (this "MORTGAGE") is made as of
this _____day of January, 2004 by INLAND WESTERN NEW BRITAIN MAIN, L.L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523, as mortgagor ("BORROWER"), to
BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an
address at 383 Madison Avenue, New York, New York 10179, as mortgagee
("LENDER").

                                   WITNESSETH:

          WHEREAS, pursuant to that certain Loan Agreement dated as of the date
hereof by and among Borrower, Inland Park Place Limited Partnership, an Illinois
limited partnership, and Lender (as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time, the "LOAN AGREEMENT"),
Borrower has agreed to borrow from Lender the sum of SIX MILLION FOUR HUNDRED
FIFTY THOUSAND AND NO/100 DOLLARS ($6,450,000.00)(the "LOAN") as evidenced by
that certain Promissory Note dated the date hereof made by Borrower to Lender
(such Note, together with all extensions, renewals, replacements, restatements
or modifications thereof being hereinafter referred to as the "NOTE"). The final
payment of the Note is due on or before November 1, 2033;

          WHEREAS, the outstanding principal amount of the Inland Park Place
Note (as defined in the Loan Agreement) is THIRTEEN MILLION ONE HUNDRED TWENTY
SEVEN THOUSAND AND NO/100 DOLLARS ($13,127,000.00). The Inland Park Place Note
is hereinafter referred to as the "OTHER NOTE";

          WHEREAS, Borrower has executed that certain Guaranty Agreement
Regarding Cross-Collateralization of even date herewith (the "GUARANTY")
pursuant to which Borrower unconditionally and irrevocably guarantees to Lender
the punctual payment of all sums now or hereafter payable pursuant to the Other
Note and the timely performance of all other obligations of the Other Borrower
under the Loan Agreement, the Other Note, and the other Loan Documents;

          WHEREAS, Borrower desires to secure the payment of the Debt (as
defined hereinafter) and the performance of all of its obligations under the
Note, the Loan Agreement and the other Loan Documents;

          WHEREAS, this Mortgage is that certain "Mortgage" as defined in the
Loan Agreement, and payment, fulfillment, and performance by Borrower of its
obligations thereunder and under the other Loan Documents are secured hereby,
and each and every term and provision of the Loan Agreement and the Note,
including the rights, remedies, obligations, covenants, conditions, agreements,
indemnities, representations and warranties of the parties therein, are hereby
incorporated by reference herein as though set forth in full and shall be
considered a part of this Mortgage (the Loan Agreement, the Note, the Guaranty,
this Mortgage, that certain Assignment of Leases and Rents of even date herewith
made by Borrower in favor of Lender



(the "ASSIGNMENT OF LEASES") and all other documents evidencing or securing the
Debt are hereinafter referred to collectively as the "LOAN DOCUMENTS").

          NOW THEREFORE, in consideration of the making of the Loan by Lender
and the covenants, agreements, representations and warranties set forth in this
Mortgage:

                                    ARTICLE I

                               GRANTS OF SECURITY

          1.1  PROPERTY MORTGAGED. Borrower does hereby irrevocably mortgage,
grant, bargain, pledge, assign, warrant, transfer and convey to Lender and its
successors and assigns the following property, rights, interests and estates now
owned, or hereafter acquired by Borrower (collectively, the "PROPERTY"):

          (a) LAND. The real property described in Exhibit A attached hereto and
made a part hereof (the "LAND");

          (b) ADDITIONAL LAND. All additional lands, estates and development
rights hereafter acquired by Borrower for use in connection with the Land and
the development of the Land and all additional lands and estates therein which
may, from time to time, by supplemental mortgage or otherwise be expressly made
subject to the lien of this Mortgage;

          (c) IMPROVEMENTS. The buildings, structures, fixtures, additions,
enlargements, extensions, modifications, repairs, replacements and improvements
now or hereafter erected or located on the Land (collectively, the
"IMPROVEMENTS");

          (d) EASEMENTS. All easements, rights-of-way or use, rights, strips and
gores of land, streets, ways, alleys, passages, sewer rights, water, water
courses, water rights and powers, air rights and development rights, and all
estates, rights, titles, interests, privileges, liberties, servitudes,
tenements, hereditaments and appurtenances of any nature whatsoever, in any way
now or hereafter belonging, relating or pertaining to the Land and the
Improvements and the reversion and reversions, remainder and remainders, and all
land lying in the bed of any street, road or avenue, opened or proposed, in
front of or adjoining the Land, to the center line thereof and all the estates,
rights, titles, interests, dower and rights of dower, curtesy and rights of
curtesy, property, possession, claim and demand whatsoever, both at law and in
equity, of Borrower of, in and to the Land and the Improvements and every part
and parcel thereof, with the appurtenances thereto;

          (e) EQUIPMENT. All "equipment," as such term is defined in Article 9
of the Uniform Commercial Code, now owned or hereafter acquired by Borrower,
which is used at or in connection with the Improvements or the Land or is
located thereon or therein (including, but not limited to, all machinery,
equipment, furnishings, and electronic data-processing and other office
equipment now owned or hereafter acquired by Borrower and any and all additions,
substitutions and replacements of any of the foregoing), together with all
attachments, components, parts, equipment and accessories installed thereon or
affixed thereto (collectively,



the "EQUIPMENT"). Notwithstanding the foregoing, Equipment shall not include any
property belonging to tenants under leases except to the extent that Borrower
shall have any right or interest therein;

          (f) FIXTURES. All Equipment now owned, or the ownership of which is
hereafter acquired, by Borrower which is so related to the Land and Improvements
forming part of the Property that it is deemed fixtures or real property under
the law of the particular state in which the Equipment is located, including,
without limitation, all building or construction materials intended for
construction, reconstruction, alteration or repair of or installation on the
Property, construction equipment, appliances, machinery, plant equipment,
fittings, apparatuses, fixtures and other items now or hereafter attached to,
installed in or used in connection with (temporarily or permanently) any of the
Improvements or the Land, including, but not limited to, engines, devices for
the operation of pumps, pipes, plumbing, cleaning, call and sprinkler systems,
fire extinguishing apparatuses and equipment, heating, ventilating, plumbing,
laundry, incinerating, electrical, air conditioning and air cooling equipment
and systems, gas and electric machinery, appurtenances and equipment, pollution
control equipment, security systems, disposals, dishwashers, refrigerators and
ranges, recreational equipment and facilities of all kinds, and water, gas,
electrical, storm and sanitary sewer facilities, utility lines and equipment
(whether owned individually or jointly with others, and, if owned jointly, to
the extent of Borrower's interest therein) and all other utilities whether or
not situated in easements, all water tanks, water supply, water power sites,
fuel stations, fuel tanks, fuel supply, and all other structures, together with
all accessions, appurtenances, additions, replacements, betterments and
substitutions for any of the foregoing and the proceeds thereof (collectively,
the "FIXTURES"). Notwithstanding the foregoing, "Fixtures" shall not include any
property which tenants are entitled to remove pursuant to leases except to the
extent that Borrower shall have any right or interest therein;

          (g) PERSONAL PROPERTY. All furniture, furnishings, objects of art,
machinery, goods, tools, supplies, appliances, general intangibles, contract
rights, accounts, accounts, receivable, franchises, licenses, certificates and
permits, and all other personal property of any kind or character whatsoever (as
defined in and subject to the provisions of the Uniform Commercial Code as
hereinafter defined), other than Fixtures, which are now or hereafter owned by
Borrower and which are located within or about the Land and the Improvements,
together with all accessories, replacements and substitutions thereto or
therefor and the proceeds thereof (collectively, the "PERSONAL PROPERTY"), and
the right, title and interest of Borrower in and to any of the Personal Property
which may be subject to any security interests, as defined in the Uniform
Commercial Code, as adopted and enacted by the state or states where any of the
Property is located (the "UNIFORM COMMERCIAL CODE"), superior in lien to the
lien of this Mortgage and all proceeds and products of the above;

          (h) LEASES AND RENTS. All leases, subleases or subsubleases, lettings,
licenses, concessions or other agreements (whether written or oral ) pursuant to
which any Person is granted a possessory interest in, or right to use or occupy
all or any portion of the Land and the Improvements, and every modification,
amendment or other agreement relating to such leases, subleases, subsubleases,
or other agreements entered into in connection with such leases, subleases,
subsubleases, or other agreements and every guarantee, of the performance and
observance of the covenants, conditions and agreements to be performed and
observed by the



other party thereto, heretofore or hereafter entered into, whether before or
after the filing by or against Borrower of any petition for relief under 11
U.S.C. Section 101 et seq., as the same may be amended from time to time (the
"BANKRUPTCY CODE") (collectively, the "LEASES") and all right, title and
interest of Borrower, its successors and assigns therein and thereunder,
including, without limitation, cash or securities deposited thereunder to secure
the performance by the lessees of their obligations thereunder and all rents,
additional rents, revenues, issues and profits (including all oil and gas or
other mineral royalties and bonuses) from the Land and the Improvements whether
paid or accruing before or after the filing by or against Borrower of any
petition for relief under the Bankruptcy Code (collectively, the "RENTS") and
all proceeds from the sale or other disposition of the Leases and the right to
receive and apply the Rents to the payment of the Debt;

          (i) CONDEMNATION AWARDS. All awards or payments, including interest
thereon, which may heretofore and hereafter be made with respect to the
Property, whether from the exercise of the right of eminent domain (including
but not limited to any transfer made in lieu of or in anticipation of the
exercise of the right), or for a change of grade, or for any other injury to or
decrease in the value of the Property subject to the terms, provisions and
conditions of the Loan Agreement;

          (j) INSURANCE PROCEEDS. All proceeds in respect of the Property under
any insurance policies covering the Property, including, without limitation, the
right to receive and apply the proceeds of any insurance, judgments, or
settlements made in lieu thereof, for damage to the Property subject to the
terms, provisions and conditions of the Loan Agreement;

          (k) TAX CERTIORARI. All refunds, rebates or credits in connection with
reduction in real estate taxes and assessments charged against the Property as a
result of tax certiorari or any applications or proceedings for reduction;

          (l) CONVERSION. All proceeds of the conversion, voluntary or
involuntary, of any of the foregoing including, without limitation, proceeds of
insurance and condemnation awards, into cash or liquidation claims;

          (m) RIGHTS. Subject to the terms, provisions and conditions of the
Loan Agreement, the right, in the name and on behalf of Borrower, to appear in
and defend any action or proceeding brought with respect to the Property and to
commence any action or proceeding to protect the interest of Lender in the
Property;

          (n) AGREEMENTS. All agreements, contracts, certificates, instruments,
franchises, permits, licenses, plans, specifications and other documents, now or
hereafter entered into, and all rights therein and thereto, respecting or
pertaining to the use, occupation, construction, management or operation of the
Land and any part thereof and any Improvements or respecting any business or
activity conducted on the Land and any part thereof and all right, title and
interest of Borrower therein and thereunder, including, without limitation, the
right, upon the happening of any default hereunder, to receive and collect any
sums payable to Borrower thereunder;



          (o) TRADEMARKS. All tradenames, trademarks, servicemarks, logos,
copyrights, goodwill, books and records and all other general intangibles
relating to or used in connection with the operation of the Property (excluding,
however, the name "Inland" and any mark registered to The Inland Group, Inc., or
any of its affiliates);

          (p) ACCOUNTS. All reserves, escrows and deposit accounts maintained by
Borrower with respect to the Property, including without limitation, all
securities, investments, property and financial assets held therein from time to
time and all proceeds, products, distributions or dividends or substitutions
thereon and thereof;

          (q) LETTER OF CREDIT. All letter-of-credit rights (whether or not the
letter of credit is evidenced by a writing) Borrower now has or hereafter
acquires relating to the properties, rights, titles and interests referred to in
this Section 1.1;

          (r) TORT CLAIMS. All commercial tort claims Borrower now has or
hereafter acquires relating to the properties, rights, titles and interests
referred to in this Section 1.1; and

          (s) OTHER RIGHTS. Any and all other rights of Borrower in and to the
items set forth in Subsections (a) through (r) above.

          AND without limiting any of the other provisions of this Mortgage, to
the extent permitted by applicable law, Borrower expressly grants to Lender, as
secured party, a security interest in the portion of the Property which is or
may be subject to the provisions of the Uniform Commercial Code which are
applicable to secured transactions; it being understood and agreed that the
Improvements and Fixtures are part and parcel of the Land (the Land, the
Improvements and the Fixtures collectively referred to as the "REAL PROPERTY")
appropriated to the use thereof and, whether affixed or annexed to the Real
Property") appropriated to the use thereof and, whether affixed or annexed to
the Real property or not, shall for the purposes of this Mortgage be deemed
conclusively to be real estate and mortgaged hereby.

          1.2  ASSIGNMENT OF RENTS. Borrower hereby absolutely and
unconditionally assigns to Lender all of Borrower's right, title and interest in
and to all current and future Leases and Rents; it being intended by Borrower
that this assignment constitutes a present, absolute assignment and not an
assignment for additional security only. Nevertheless, subject to the terms of
the Assignment of Leases and Section 7.1(h) of this Mortgage, Lender grants to
Borrower a revocable license to collect, receive, use and enjoy the Rents.
Borrower shall hold the Rents, or a portion thereof sufficient to discharge all
current sums due on the Debt, for use in the payment of such sums.

          1.3  SECURITY AGREEMENT. This Mortgage is both a real property
mortgage and a "security agreement" within the meaning of the Uniform Commercial
Code. The Property includes both real and personal property and all other rights
and interests, whether tangible or intangible in nature, of Borrower in the
Property. By executing and delivering this Mortgage, Borrower hereby grants to
Lender, as security for the Obligations (hereinafter defined), a security
interest in the Fixtures, the Equipment and the Personal Property and other
property constituting the Property, whether now owned or hereafter acquired, to
the full extent that the Fixtures, the Equipment and the Personal Property may
be subject to the Uniform Commercial



Code (said portion of the Property so subject to the Uniform Commercial Code
being called the "COLLATERAL"). If an Event of Default shall occur and be
continuing, Lender, in addition to any other rights and remedies which it may
have, shall have and may exercise immediately and without demand, any and all
rights and remedies granted to a secured party upon default under the Uniform
Commercial Code, including, without limiting the generality of the foregoing,
the right to take possession of the Collateral or any part thereof, and to take
such other measures as Lender may deem necessary for the care, protection and
preservation of the Collateral. Upon request or demand of Lender after the
occurrence and during the continuance of an Event of Default, Borrower shall, at
its expense, assemble the Collateral and make it available to Lender at a
convenient place (at the Land if tangible property) reasonably acceptable to
Lender. Borrower shall pay to Lender on demand any and all expenses, including
reasonable legal expenses and attorneys' fees, incurred or paid by Lender in
protecting its interest in the Collateral and in enforcing its rights hereunder
with respect to the Collateral after the occurrence and during the continuance
of an Event of Default. Any notice of sale, disposition or other intended action
by Lender with respect to the Collateral sent to Borrower in accordance with the
provisions hereof at least ten (10) business days prior to such action, shall,
except as otherwise provided by applicable law, constitute reasonable notice to
Borrower. The proceeds of any disposition of the Collateral, or any part
thereof, may, except as otherwise required by applicable law, be applied by
Lender to the payment of the Debt in such priority and proportions as Lender in
its discretion shall deem proper. Borrower's (Debtor's) principal place of
business is as set forth on page one hereof and the address of Lender (Secured
Party) is as set forth on page one hereof.

          1.4  FIXTURE FILING. Certain of the Property is or will become
"fixtures" (as that term is defined in the Uniform Commercial Code) on the Land,
described or referred to in this Mortgage, and this Mortgage, upon being filed
for record in the real estate records of the city or county wherein such
fixtures are situated, shall operate also as a financing statement filed as a
fixture filing in accordance with the applicable provisions of said Uniform
Commercial Code upon such of the Property that is or may become fixtures.

          The Borrower hereby authorizes the Lender at any time and from time to
time to file any initial financing statements, amendments thereto and
continuation statements with or without the signature of the Borrower as
authorized by applicable law, as applicable to all or part of the fixtures or
Personal Property. For purposes of such filings, the Borrower agrees to furnish
any information requested by the Lender promptly upon request by the Lender. The
Borrower also ratifies its authorization for the Lender to have filed any like
initial financing statements, amendments thereto and continuation statements, if
filed prior to the date of this Mortgage. The Borrower hereby irrevocably
constitutes and appoints the Lender and any officer or agent of the Lender, with
full power of substitution, as its true and lawful attorneys-in-fact with full
irrevocable power and authority in the place and stead of the Borrower or in the
Borrower's own name to execute in the Borrower's name any documents and
otherwise to carry out the purposes of this Section 1.4, to the extent that the
Borrower's authorization above is not sufficient. To the extent permitted by
law, the Borrower hereby ratifies all acts said attorneys-in-fact have lawfully
done in the past or shall lawfully do or cause to be done in the future by
virtue hereof. This power of attorney is coupled with an interest and shall be
irrevocable.



          1.5  PLEDGES OF MONIES HELD. Borrower hereby pledges to Lender any and
all monies now or hereafter held by Lender or on behalf of Lender, including,
without limitation, any sums deposited in the Lockbox Account (if any), the
Reserve Funds and Net Proceeds, as additional security for the Obligations until
expended or applied as provided in this Mortgage or in the Loan Agreement.

                               CONDITIONS TO GRANT

          TO HAVE AND TO HOLD the above granted and described Property unto and
to the use and benefit of Lender and its successors and assigns, forever;

          PROVIDED, HOWEVER, these presents are upon the express condition that,
if Borrower shall well and truly pay to Lender the Debt at the time and in the
manner provided in the Note, the Loan Agreement and this Mortgage, shall well
and truly perform the Other Obligations as set forth in this Mortgage and shall
well and truly abide by and comply with each and every covenant and condition
set forth herein and in the Note, the Loan Agreement and the other Loan
Documents, these presents and the estate hereby granted shall cease, terminate
and be void and Lender shall mark the Note "paid in full" and will, at
Borrower's sole cost and expense, release the lien of this Mortgage; provided,
however, that Borrower's obligation to indemnify and hold harmless Lender
pursuant to the provisions hereof shall survive any such payment or release.

                                   ARTICLE II

                          DEBT AND OBLIGATIONS SECURED

          2.1  DEBT. This Mortgage and the grants, assignments and transfers
made in Article 1 are given for the purpose of securing the debt evidenced by
the Note (the "Debt").

          2.2  OTHER OBLIGATIONS. This Mortgage and the grants, assignments and
transfers made in Article 1 are also given for the purpose of securing the
following (the "OTHER OBLIGATIONS"):

          (a) the performance of all other obligations of Borrower contained
herein;

          (b) the performance of each obligation of Borrower contained in the
Loan Agreement and any other Loan Document, including but not limited to the
Guaranty; and

          (c) the performance of each obligation of Borrower contained in any
renewal, extension, amendment, modification, consolidation, change of, or
substitution or replacement for, all or any part of the Note, the Loan Agreement
or any other Loan Document.

          2.3  DEBT AND OTHER OBLIGATIONS. Borrower's obligations for the
payment of the Debt and the performance of the Other Obligations shall be
referred to collectively herein as the "OBLIGATIONS."



                                   ARTICLE III

                               BORROWER COVENANTS

          Borrower covenants and agrees that:

          3.1  PAYMENT OF DEBT. Borrower will pay the Debt at the time and in
the manner provided in the Loan Agreement, the Note and this Mortgage.

          3.2  INCORPORATION BY REFERENCE. All the covenants, conditions and
agreements contained in (a) the Loan agreement, (b) the Note and (c) all and any
of the other Loan Documents, are hereby made a part of this Mortgage to the same
extent and with the same force as if fully set forth herein.

          3.3  INSURANCE. Borrower shall obtain and maintain, or cause to be
maintained, in full force and effect at all times insurance with respect to
Borrower and the Property as required pursuant to the Loan Agreement.

          3.4  MAINTENANCE OF PROPERTY. Borrower shall cause the Property to be
maintained in a good and safe condition and repair. The Improvements, the
Fixtures, the Equipment and the Personal Property shall not be removed,
demolished or materially altered except as provided for in the Loan Agreement
(except for normal replacement of the Fixtures, the Equipment or the Personal
Property, tenant finish and refurbishment of the Improvements) without the
consent of Lender as provided for in the Loan Agreement. Borrower shall promptly
repair, replace or rebuild any part of the Property which may be destroyed by
any casualty, or become damaged, worn or dilapidated and shall complete and pay
for any structure at any time in the process of construction or repair on the
Land except as set forth in the Loan Agreement.

          3.5  WASTE. Borrower shall not commit or suffer any waste of the
Property or make any change in the use of the Property which will in any way
materially increase the risk of fire or other hazard arising out of the
operation of the Property, or take any action that might invalidate or allow the
cancellation of any Policy, or do or permit to be done thereon anything that may
in any way materially impair the value of the Property or the security of this
Mortgage. Borrower will not, without the prior written consent of Lender, permit
any drilling or exploration for or extraction, removal, or production of any
minerals from the surface or the subsurface of the Land, regardless of the depth
thereof or the method of mining or extraction thereof.

          3.6  PAYMENT FOR LABOR AND MATERIALS. (a) Subject to the terms,
provisions and conditions of the Loan Agreement, Borrower will promptly pay or
cause to be paid when due all bills and costs for labor, materials, and
specifically fabricated materials ("LABOR AND MATERIAL COSTS") incurred in
connection with the Property and never permit to exist beyond the due date
thereof in respect of the Property or any part thereof any lien or security
interest, even though inferior to the liens and the security interests hereof,
and in any event never permit to be created or exist in respect of the Property
or any part thereof any other or additional lien or security interest other than
the liens or security interests hereof except for the Permitted Encumbrances.



          (b) Subject to the terms, provisions and conditions of the Loan
Agreement, after prior written notice to Lender, Borrower, or (Anchor Tenant (as
defined in the Loan Agreement) pursuant to the terms of the Anchor Tenant Lease
(as defined in the Loan Agreement), at its own expense, may contest by
appropriate legal proceeding, promptly initiated and conducted in good faith and
with due diligence, the amount or validity or application in whole or in part of
any of the Labor and Material Costs, provided that (i) no Event of Default has
occurred and is continuing under the Loan Agreement, the Note, this Mortgage or
any of the other Loan Documents, (ii) Borrower is permitted to do so under the
provisions of any other mortgage, deed of trust or deed to secure debt affecting
the Property, (iii) such proceeding shall suspend the collection of the Labor
and Material Costs from Borrower and from the Property or Borrower shall have
paid all of the Labor and Material Costs under protest, (iv) such proceeding
shall be permitted under and be conducted in accordance with the provisions of
any other instrument to which Borrower is subject and shall not constitute a
default thereunder, (v) neither the Property nor any part thereof or interest
therein will be in danger of being sold, forfeited, terminated, canceled or
lost, and (vi) Borrower shall have furnished the security as may be required in
the proceeding, or as may be reasonably requested by Lender to insure the
payment of any contested Labor and Material Costs, together with all interest
and penalties thereon.

          3.7  PERFORMANCE OF OTHER AGREEMENTS. Borrower shall observe and
perform each and every term, covenant and provision to be observed or performed
by Borrower pursuant to the Loan Agreement, any other Loan Document and any
other agreement or recorded instrument affecting or pertaining to the Property
and any amendments, modifications or changes thereto.

          3.8  CHANGE OF NAME, IDENTITY OR STRUCTURE. Except as set forth in the
Loan Agreement, Borrower shall not change Borrower's name, identity (including
its trade name or names) or, if not an individual, Borrower's corporate,
partnership or other structure without notifying Lender of such change in
writing at least thirty (30) days prior to the effective date of such change
and, in the case of a change in Borrower's structure, without first obtaining
the prior written consent of Lender which consent will not be unreasonably
withheld, delayed or conditioned provided that such action is otherwise in
compliance with the Loan Agreement. Borrower shall execute and deliver to
Lender, prior to or contemporaneously with the effective date of any such
change, any financing statement or financing statement change reasonably
required by Lender to establish or maintain the validity, perfection and
priority of the security interest granted herein. At the request of Lender,
Borrower shall execute a certificate in form reasonably satisfactory to Lender
listing the trade names under which Borrower intends to operate the Property,
and representing and warranting that Borrower does business under no other trade
name with respect to the Property.

          3.9  TITLE. Borrower has good, marketable and insurable fee simple
title to the real property comprising part of the Property and good title to the
balance of such Property, free and clear of all Liens (as defined in the Loan
Agreement) whatsoever except the Permitted Encumbrance (as defined in the Loan
Agreement), such other Liens as are permitted pursuant to the Loan Documents and
the Liens created by the Loan Documents. The Permitted Encumbrances in the
aggregate do not materially adversely affect the value, operation or use of the
Property of Borrower's ability to repay the Loan. This Mortgage, when properly
recorded in



the appropriate records, together with any Uniform Commercial Code financing
statements required to be filed in connection therewith, will create (a) a
valid, perfected first priority lien, security title and security interest on
the Property; subject only to any applicable Permitted Encumbrances, such other
Liens as are permitted pursuant to the Loan Documents and the Liens created by
the Loan Documents. There are no claims for payment for work, labor or materials
affecting the Property which are past due and are or may become a lien prior to,
or of equal priority with, the Liens created by the Loan Documents unless such
claims for payments are being contested in accordance with the terms and
conditions of this Mortgage.

          3.10 LETTER OF CREDIT RIGHTS. If Borrower is at any time a beneficiary
under a letter of credit relating to the properties, rights, titles and
interests referenced in Section 1.1 of this Mortgage now or hereafter issued in
favor of Borrower, Borrower shall promptly notify Lender thereof and, at the
request and option of Lender, Borrower shall, pursuant to an agreement in form
and substance satisfactory to Lender, either (i) arrange for the issuer and any
confirmer of such letter of credit to consent to an assignment to Lender of the
proceeds of any drawing under the letter of credit or (ii) arrange for the
Lender to become the transferee beneficiary of the letter of credit, with Lender
agreeing, in each case that the proceeds of any drawing under the letter of
credit are to be applied as provided in Section 7.2 of this Security Agreement.

                                   ARTICLE IV

                            OBLIGATIONS AND RELIANCES

          4.1  RELATIONSHIP OF BORROWER AND LENDER. The relationship between
Borrower and Lender is solely that of debtor and creditor, and Lender has no
fiduciary or other special relationship with Borrower, and no term or condition
of any of the Loan Agreement, the Note, this Mortgage and the other Loan
Documents shall be construed so as to deem the relationship between Borrower and
Lender to be other than that of debtor and creditor.

          4.2  NO RELIANCE ON LENDER. The general partners, members, principals
and (if Borrower is a trust) beneficial owners of Borrower are experienced in
the ownership and operation of properties similar to the Property, and Borrower
and Lender are relying solely upon such expertise and business plan in
connection with the ownership and operation of the Property. Borrower is not
relying on Lender's expertise, business acumen or advice in connection with the
Property.

          4.3  NO LENDER OBLIGATIONS. (a) Notwithstanding the provisions of
Subsections 1.1(h) and (n) or Section 1.2, Lender is not undertaking the
performance of (i) any obligations under the Leases; or (ii) any obligations
with respect to such agreements, contracts, certificates, instruments,
franchises, permits, trademarks, licenses and other documents.

          (b) By accepting or approving anything required to be observed,
performed or fulfilled or to be given to Lender pursuant to this Mortgage, the
Loan Agreement, the Note or the other Loan Documents, including, without
limitation, any officer's certificate, balance sheet, statement of profit and
loss or other financial statement, survey, appraisal, or insurance policy,



Lender shall not be deemed to have warranted, consented to, or affirmed the
sufficiency, the legality or effectiveness of same, and such acceptance or
approval thereof shall not constitute any warranty or affirmation with respect
thereto by Lender.

          4.4  RELIANCE. Borrower recognizes and acknowledges that in accepting
the Loan Agreement, the Note, this Mortgage and the other Loan Documents, Lender
is expressly and primarily relying on the truth and accuracy of the warranties
and representations set forth in Section 4.1 of the Loan Agreement without any
obligation to investigate the Property and notwithstanding any investigation of
the Property by Lender, that such reliance existed on the part of Lender prior
to the date hereof, that the warranties and representations are a material
inducement to Lender in making the Loan; and that Lender would not be willing to
make the Loan and accept this Mortgage in the absence of the warranties and
representations as set forth in Section 4.1 of the Loan Agreement.

                                    ARTICLE V

                               FURTHER ASSURANCES

          5.1  RECORDING OF SECURITY INSTRUMENT, ETC. Borrower forthwith upon
the execution and delivery of this Mortgage and thereafter, from time to time,
will cause this Mortgage and any of the other Loan Documents creating a lien or
security interest or evidencing the lien hereof upon the Property and each
instrument of further assurance to be filed, registered or recorded in such
manner and in such places as may be required by any present or future law in
order to publish notice of and fully to protect and perfect the lien or security
interest hereof upon, and the interest of Lender in, the Property. Borrower will
pay all taxes, filing, registration or recording fees, and all expenses incident
to the preparation, execution, acknowledgment and/or recording of the Note, this
Mortgage, the other Loan Documents, any note, deed of trust or mortgage
supplemental hereto, any security instrument with respect to the Property and
any instrument of further assurance, and any modification or amendment of the
foregoing documents, and all federal, state, county and municipal taxes, duties,
imposts, assessments and charges arising out of or in connection with the
execution and delivery of this Mortgage, any deed of trust or mortgage
supplemental hereto, any security instrument with respect to the Property or any
instrument of further assurance, and any modification or amendment of the
foregoing documents, except where prohibited by law so to do.

          5.2  FURTHER ACTS, ETC. Borrower will, at the cost of Borrower, and
without expense to Lender, do, execute, acknowledge and deliver all and every
such further acts, deeds, conveyances, deeds of trust, mortgages, assignments,
notices of assignments, transfers and assurances as Lender shall, from time to
time, reasonably require, for the better assuring, conveying, assigning,
transferring, and confirming unto Lender the property and rights hereby
mortgaged, deeded, granted, bargained, sold, conveyed, confirmed, pledged,
assigned, warranted and transferred or intended now or hereafter so to be, or
which Borrower may be or may hereafter become bound to convey or assign to
Lender, or for carrying out the intention or facilitating the performance of the
terms of this Mortgage or for filing, registering or recording this Mortgage, or
for complying with all Legal Requirements. Borrower, on demand, will execute and
deliver, and in the event it shall fail to so execute and deliver, hereby
authorizes



Lender to execute in the name of Borrower or without the signature of Borrower
to the extent Lender may lawfully do so, one or more financing statements to
evidence more effectively the security interest of Lender in the Property.
Borrower grants to Lender an irrevocable power of attorney coupled with an
interest for the purpose of exercising and perfecting any and all rights and
remedies available to Lender at law and in equity following an Event of Default,
including without limitation such rights and remedies available to Lender
pursuant to this Section 5.2. Nothing contained in this Section 5.2 shall be
deemed to create an obligation on the part of Borrower to pay any costs and
expenses incurred by Lender in connection with the Securitization or other sale
or transfer of the Loan.

          5.3  CHANGES IN TAX, DEBT, CREDIT AND DOCUMENTARY STAMP LAWS. (a) If
any law is enacted or adopted or amended after the date of this Mortgage which
deducts the Debt from the value of the Property for the purpose of taxation or
which imposes a tax, either directly or indirectly, on the Debt or Lender's
interest in the Property, Borrower will pay the tax, with interest and penalties
thereon, if any. If Lender is advised by counsel chosen by it that the payment
of tax by Borrower would be unlawful or taxable to Lender or unenforceable or
provide the basis for a defense of usury then Lender shall have the option by
written notice of not less than one hundred eighty (180) days to declare the
Debt immediately due and payable.

          (b) Borrower will not claim or demand or be entitled to any credit or
credits on account of the Debt for any part of the Taxes or Other Charges
assessed against the Property, or any part thereof, and no deduction shall
otherwise be made or claimed from the assessed value of the Property, or any
part thereof, for real estate tax purposes by reason of this Mortgage or the
Debt. If such claim, credit or deduction shall be required by law, Lender shall
have the option, by written notice of not less than one hundred eighty (180)
days, to declare the Debt immediately due and payable.

          (c) If at any time the United States of America, any State thereof or
any subdivision of any such State shall require revenue or other stamps to be
affixed to the Note, this Mortgage, or any of the other Loan Documents or impose
any other tax or charge on the same, Borrower will pay for the same, with
interest and penalties thereon, if any.

          5.4  SPLITTING OF MORTGAGE. This Mortgage and the Note shall, at any
time until the same shall be fully paid and satisfied, at the sole election of
Lender, be split or divided into two or more notes and two or more security
instruments, each of which shall cover all or a portion of the Property to be
more particularly described therein. To that end, Borrower, upon written request
of Lender, shall execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered by the then owner of the Property, to Lender and/or
its designee or designees substitute notes and security instruments in such
principal amounts, aggregating not more than the then unpaid principal amount of
this Mortgage, and containing terms, provisions and clauses similar to those
contained herein and in the Note, and such other documents and instruments as
may be required by Lender. Unless an Event of Default shall be continuing, in
which event the action contemplated by this Section 5.4 shall be at Borrower's
sole cost and expense, Lender shall incur the reasonable costs and expenses
hereunder.



          5.5  REPLACEMENT DOCUMENTS. Upon receipt of an affidavit of an officer
of Lender as to the loss, theft, destruction or mutilation of the Note or any
other Loan Document which is not of public record, and, in the case of any such
mutilation, upon surrender and cancellation of such Note or other Loan Document,
Borrower will issue, in lieu thereof, a replacement Note or other Loan Document,
dated the date of such lost, stolen, destroyed or mutilated Note or other Loan
Document in the same principal amount thereof and otherwise of like tenor.

                                   ARTICLE VI

                             DUE ON SALE/ENCUMBRANCE

          6.1  LENDER RELIANCE. Borrower acknowledges that Lender has examined
and relied on the experience of Borrower and its general partners, members,
principals and (if Borrower is a trust) beneficial owners in owning and
operating properties such as the Property in agreeing to make the Loan, and will
continue to rely on Borrower's ownership of the Property as a means of
maintaining the value of the Property as security for repayment of the Debt and
the performance of the Other Obligations. Borrower acknowledges that Lender has
a valid interest in maintaining the value of the Property so as to ensure that,
should Borrower default in the repayment of the Debt or the performance of the
Other Obligations, Lender can recover the Debt by a sale of the Property.

          6.2  NO SALE/ENCUMBRANCE. Except as set forth in Section 5.2.13 of the
Loan Agreement, Borrower agrees that Borrower shall not, without the prior
written consent of Lender, sell, convey, mortgage, grant, bargain, encumber,
pledge, assign, or otherwise transfer the Property or any part thereof,
including, but not limited to, a grant of an easement, restriction, covenant,
reservation or right of way (except as expressly permitted in Section 5.2.13 of
the Loan Agreement), or permit the Property or any part thereof to be sold,
conveyed, mortgaged, granted, bargained, encumbered, pledged, assigned, or
otherwise transferred, unless Lender shall consent thereto in accordance with
Section 6.4 hereof.

          6.3  SALE/ENCUMBRANCE DEFINED. A sale, conveyance, mortgage, grant,
bargain, encumbrance, pledge, assignment, or transfer within the meaning of this
Article 6 shall be deemed to include, but not be limited to, (a) an installment
sales agreement wherein Borrower agrees to sell the Property or any part thereof
for a price to be paid in installments; (b) an agreement by Borrower leasing all
or a substantial part of the Property for other than actual occupancy by a space
tenant thereunder or a sale, assignment or other transfer of, or the grant of a
security interest in, Borrower's right, title and interest in and to any Leases
or any Rents; (c) the voluntary or involuntary sale, conveyance, transfer or
pledge of the stock of the general partner of Borrower (or the stock of any
corporation directly or indirectly controlling such general partner by operation
of law or otherwise) or the creation or issuance of new stock by which an
aggregate of more than ten percent (10%) of such general partner's stock shall
be vested in a party or parties who are not now stockholders; (d) the voluntary
or involuntary sale, conveyance, transfer or pledge of any general or limited
partnership interest in Borrower; (e) if Borrower, any general partner of
Borrower, any guarantor or any indemnitor is a limited liability company, the
change, removal or resignation of a member or managing member or the transfer



or pledge of the interest of any member or managing member or any profits or
proceeds relating to such interest; or (f) any other transfer prohibited by the
terms of the Loan Agreement.

          6.4  LENDER'S RIGHTS. Except as set forth in the Loan Agreement,
Lender reserves the right to condition the consent required hereunder upon (a) a
modification of the terms hereof and of the Loan Agreement, the Note or the
other Loan Documents; (b) an assumption of the Loan Agreement, the Note, this
Mortgage and the other Loan Documents as so modified by the proposed transferee,
subject to the provisions of Section 9.4 of the Loan Agreement; (c) payment of
all of Lender's reasonable expenses incurred in connection with such transfer
including, without limitation, the cost of any third party reports, legal fees,
rating agency or required legal opinions; (d) the payment of an assumption fee
equal to one percent (1%) of the outstanding principal balance of the Loan; (e)
the confirmation in writing by the applicable Rating Agencies that the proposed
transfer will not, in and of itself, result in a downgrade, qualification or
withdrawal of the initial, or, if higher, then current ratings assigned in
connection with any Securitization; (f) intentionally deleted; (g) the proposed
transferee's continued compliance with the representations and covenants set
forth in Section 4.1.30 and 5.2.12 of the Loan Agreement; (h) the delivery of
evidence satisfactory to Lender that the single purpose nature and bankruptcy
remoteness of Borrower following such transfers are in accordance with the then
current standards of Lender and the Rating Agencies, or (i) such other
conditions as Lender shall determine in its reasonable discretion to be in the
interest of Lender, including, without limitation, the creditworthiness,
reputation and qualifications of the transferee with respect to the Loan and the
Property. Lender shall not be required to demonstrate any actual impairment of
its security or any increased risk of default hereunder in order to declare the
Debt immediately due and payable upon Borrower's sale, conveyance, mortgage,
grant, bargain, encumbrance, pledge, assignment, or transfer of the Property
without Lender's consent. This provision shall apply to every sale, conveyance,
mortgage, grant, bargain, encumbrance, pledge, assignment, or transfer of the
Property regardless of whether voluntary or not, or whether or not Lender has
consented to any previous sale, conveyance, mortgage, grant, bargain,
encumbrance, pledge, assignment, or transfer of the Property.

                                   ARTICLE VII

                        RIGHTS AND REMEDIES UPON DEFAULT

          7.1  REMEDIES. Upon the occurrence and during the continuance of any
Event of Default, Borrower agrees that Lender may take such action, without
notice or demand, as it deems advisable to protect and enforce its rights
against Borrower and in and to the Property, including, but not limited to, the
following actions, each of which may be pursued concurrently or otherwise, at
such time and in such order as Lender may determine, in its sole discretion,
without impairing or otherwise affecting the other rights and remedies of
Lender:

          (a) declare the entire unpaid Debt to be immediately due and payable;

          (b) institute proceedings, judicial or otherwise, for the complete
foreclosure of this Mortgage under any applicable provision of law, in which
case the Property or any interest



therein may be sold for cash or upon credit in one or more parcels or in several
interests or portions and in any order or manner;

          (c) with or without entry, to the extent permitted and pursuant to the
procedures provided by applicable law, institute proceedings for the partial
foreclosure of this Mortgage for the portion of the Debt then due and payable,
subject to the continuing lien and security interest of this Mortgage for the
balance of the Debt not then due, unimpaired and without loss of priority;

          (d) sell for cash or upon credit the Property or any part thereof and
all estate, claim, demand, right, title and interest of Borrower therein and
rights of redemption thereof, pursuant to power of sale or otherwise, at one or
more sales, as an entity or in parcels, at such time and place, upon such terms
and after such notice thereof as may be required or permitted by law;

          (e) institute an action, suit or proceeding in equity for the specific
performance of any covenant, condition or agreement contained herein, in the
Note, the Loan Agreement or in the other Loan Documents;

          (f) recover judgment on the Note either before, during or after any
proceedings for the enforcement of this Mortgage or the other Loan Documents;

          (g) apply for the appointment of a receiver, trustee, liquidator or
conservator of the Property, without notice and without regard for the adequacy
of the security for the Debt and without regard for the solvency of Borrower,
any guarantor, indemnitor with respect to the Loan or of any Person, liable for
the payment of the Debt;

          (h) the license granted to Borrower under Section 1.2 hereof shall
automatically be revoked and Lender may enter into or upon the Property, either
personally or by its agents, nominees or attorneys and dispossess Borrower and
its agents and servants therefrom, without liability for trespass, damages or
otherwise and exclude Borrower and its agents or servants wholly therefrom, and
take possession of all books, records and accounts relating thereto and Borrower
agrees to surrender possession of the Property and of such books, records and
accounts to Lender upon demand, and thereupon Lender may (i) use, operate,
manage, control, insure, maintain, repair, restore and otherwise deal with all
and every part of the Property and conduct the business thereat; (ii) complete
any construction on the Property in such manner and form as Lender deems
advisable; (iii) make alterations, additions, renewals, replacements and
improvements to or on the Property; (iv) exercise all rights and powers of
Borrower with respect to the Property, whether in the name of Borrower or
otherwise, including, without limitation, the right to make, cancel, enforce or
modify Leases, obtain and evict tenants, and demand, sue for, collect and
receive all Rents of the Property and every part thereof; (v) require Borrower
to pay monthly in advance to Lender, or any receiver appointed to collect the
Rents, the fair and reasonable rental value for the use and occupation of such
part of the Property as may be occupied by Borrower; (vi) require Borrower to
vacate and surrender possession of the Property to Lender or to such receiver
and, in default thereof, Borrower may be evicted by summary proceedings or
otherwise; and (vii) apply the receipts from the Property to the payment of the



Debt, in such order, priority and proportions as Lender shall deem appropriate
in its sole discretion after deducting therefrom all expenses (including
reasonable attorneys' fees) incurred in connection with the aforesaid operations
and all amounts necessary to pay the Taxes, Other Charges, insurance and other
expenses in connection with the Property, as well as just and reasonable
compensation for the services of Lender, its counsel, agents and employees;

          (i) exercise any and all rights and remedies granted to a secured
party upon default under the Uniform Commercial Code, including, without
limiting the generality of the foregoing: (i) the right to take possession of
the Fixtures, the Equipment, the Personal Property or any part threreof, and to
take such other measures as Lender may deem necessary for the care, protection
and preservation of the Fixtures, the Equipment, the Personal Property, and (ii)
request Borrower at its expense to assemble the Fixtures, the Equipment, the
Personal Property and make it available to Lender at a convenient place
acceptable to Lender. Any notice of sale, disposition or other intended action
by Lender with respect to the Fixtures, the Equipment, the Personal Property
sent to Borrower in accordance with the provisions hereof at least five (5) days
prior to such action, shall constitute commercially reasonable notice to
Borrower;

          (j) apply any sums then deposited or held in escrow or otherwise by or
on behalf of Lender in accordance with the terms of the Loan Agreement, this
Mortgage or any other Loan Document to the payment of the following items in any
order in its uncontrolled discretion:

                 (i)   Taxes and Other Charges;

                 (ii)  Insurance Premiums;

                 (iii) Interest on the unpaid principal balance of the Note;

                 (iv)  Amortization of the unpaid principal balance of the Note;

                 (v)   All other sums payable pursuant to the Note, the Loan
     Agreement, this Mortgage and the other Loan Documents, including without
     limitation advances made by Lender pursuant to the terms of this Mortgage;

          (k) pursue such other remedies as Lender may have under applicable
law; or

          (l) apply the undisbursed balance of any Net Proceeds Deficiency
deposit, together with interest thereon, to the payment of the Debt in such
order, priority and proportions as Lender shall deem to be appropriate in its
discretion.

In the event of a sale, by foreclosure, power of sale or otherwise, of less than
all of Property, this Mortgage shall continue as a lien and security interest on
the remaining portion of the Property unimpaired and without loss of priority.

          7.2  APPLICATION OF PROCEEDS. The purchase money, proceeds and avails
of any disposition of the Property, and or any part thereof, or any other sums
collected by Lender pursuant to the Note, this Mortgage or the other Loan
Documents, may be applied by Lender to



the payment of the Debt in such priority and proportions as Lender in its
discretion shall deem proper.

          7.3  RIGHT TO CURE DEFAULTS. Upon the occurrence and during the
continuance of any Event of Default or if Borrower fails to make any payment or
to do any act as herein provided, Lender may, but without any obligation to do
so and without notice to or demand on Borrower and without releasing Borrower
from any obligation hereunder, make or do the same in such manner and to such
extent as Lender may deem necessary to protect the security hereof. Lender is
authorized to enter upon action or proceeding to the Property for such purposes,
or appear in, defend, or bring any action or proceeding to protect its interest
in the Property or to foreclose this Mortgage or collect the Debt, and the cost
and expense thereof (including reasonable attorneys' fees to the extent
permitted by law), with interest as provided in this Section 7.3, shall
constitute a portion of the Debt and shall be due and payable to Lender upon
demand. All such costs and expenses incurred by Lender in remedying such Event
of Default or such failed payment or act or in appearing in, defending, or
bringing any such action or proceeding shall bear interest at the Default Rate,
for the period after notice from Lender that such cost or expense was incurred
to the date of payment to Lender. All such costs and expenses incurred by Lender
together with interest thereon calculated at the Default Rate shall be deemed to
constitute a portion of the Debt and be secured by this Mortgage and the other
Loan Documents and shall be immediately due and payable upon demand by Lender
therefor.

          7.4  ACTIONS AND PROCEEDINGS. Lender has the right to appear in and
defend any action or proceeding brought with respect to the Property and to
bring any action or proceeding, in the name and on behalf of Borrower, which
Lender, in its discretion, decides should be brought to protect its interest in
the Property.

          7.5  RECOVERY OF SUMS REQUIRED TO BE PAID. Lender shall have the right
from time to time to take action to recover any sum or sums which constitute a
part of the Debt as the same become due, without regard to whether or not the
balance of the Debt shall be due, and without prejudice to the right of Lender
thereafter to bring an action of foreclosure, or any other action, for a default
or defaults by Borrower existing at the time such earlier action was commenced.

          7.6  EXAMINATION OF BOOKS AND RECORDS. At reasonable times and upon
reasonable notice, Lender, its agents, accountants and attorneys shall have the
right to examine the records, books, management and other papers of Borrower
which reflect upon their financial condition, at the Property or at any office
regularly maintained by Borrower where the books and records are located. Lender
and its agents shall have the right to make copies and extracts from the
foregoing records and other papers. In addition, at reasonable times and upon
reasonable notice, Lender, its agents, accountants and attorneys shall have the
right to examine and audit the books and records of Borrower pertaining to the
income, expenses and operation of the Property during reasonable business hours
at any office of Borrower where the books and records are located. This Section
7.6 shall apply throughout the term of the Note and without regard to whether an
Event of Default has occurred or is continuing. Unless an Event of Default shall
be continuing, in which event the action contemplated by this Section 7.6 shall
be at Borrower's sole costs and expenses hereunder.



          7.7  OTHER RIGHTS, ETC. (a) The failure of Lender to insist upon
strict performance of any term hereof shall not be deemed to be a waiver of any
term of this Mortgage. Borrower shall not be relieved of Borrower's obligations
hereunder by reason of (i) the failure of Lender to comply with any request of
Borrower or any guarantor or indemnitor with respect to the Loan to take any
action to foreclose this Mortgage or otherwise enforce any of the provisions
hereof or of the Note or the other Loan Documents, (ii) the release, regardless
of consideration, of the whole or any part of the Property, or of any person
liable for the Debt or any portion thereof, or (iii) any agreement or
stipulation by Lender extending the time of payment or otherwise modifying or
supplementing the terms of the Note, this Mortgage or the other Loan Documents.

          (b) It is agreed that the risk of loss or damage to the Property is on
Borrower, and Lender shall have no liability whatsoever for decline in value of
the Property, for failure to maintain the Policies, or for failure to determine
whether insurance in force is adequate as to the amount of risks insured.
Possession by Lender shall not be deemed an election of judicial relief, if any
such possession is requested or obtained, with respect to any Property or
collateral not in Lender's possession.

          (c) Lender may resort for the payment of the Debt to any other
security held by Lender in such order and manner as Lender, in its discretion,
may elect. Lender may take action to recover the Debt, or any portion thereof,
or to enforce any covenant hereof without prejudice to the right of Lender
thereafter to foreclose this Mortgage. The rights of Lender under this Mortgage
shall be separate, distinct and cumulative and none shall be given effect to the
exclusion of the others. No act of Lender shall be construed as an election to
proceed under any one provision herein to the exclusion of any other provision.
Lender shall not be limited exclusively to the rights and remedies herein stated
but shall be entitled to every right and remedy now or hereafter afforded at law
or in equity.

          7.8  RIGHT TO RELEASE ANY PORTION OF THE PROPERTY. Lender may release
any portion of the Property for such consideration as Lender may require
without, as to the remainder of the Property, in any way impairing or affecting
the lien or priority of this Mortgage, or improving the position of any
subordinate lienholder with respect thereto, except to the extent that the
obligations hereunder shall have been reduced by the actual monetary
consideration, if any, received by Lender for such release, and may accept by
assignment, pledge or otherwise any other property in place thereof as Lender
may require without being accountable for so doing to any other lienholder. This
Mortgage shall continue as a lien and security interest in the remaining portion
of the Property.

          7.9  VIOLATION OF LAWS. If the Property is not in material compliance
with Legal Requirements, Lender may impose additional requirements upon Borrower
in connection herewith including, without limitation, monetary reserves or
financial equivalents.

          7.10 RECOURSE AND CHOICE OF REMEDIES. Notwithstanding any other
provision of this Mortgage or the Loan Agreement, including, without limitation,
Section 9.4 of the Loan Agreement, Lender and other Indemnified Parties (as
hereinafter defined) are entitled to enforce the obligations of Borrower, any
guarantor or indemnitor contained in Sections 9.2, 9.3 and 9.4



herein and Section 9.4 of the Loan Agreement without first resorting to or
exhausting any security or collateral and without first having recourse to the
Note or any of the Property, through foreclosure or acceptance of a deed in lieu
of foreclosure or otherwise, and in the event Lender commences a foreclosure
action against the Property, Lender is entitled to pursue a deficiency judgment
with respect to such obligations against Borrower and any guarantor or
indemnitor with respect to the Loan. The provisions of Sections 9.2, 9.3 and 9.4
herein and Section 9.4 of the Loan Agreement are exceptions to any non-recourse
or exculpation provisions in the Loan Agreement, the Note, this Mortgage or the
other Loan Documents, and Borrower and any guarantor or indemnitor with respect
to the Loan are fully and personally liable for the obligations pursuant to
Sections 9.2, 9.3 and 9.4 herein and Section 9.4 of the Loan Agreement. The
liability of Borrower and any guarantor or indemnitor with respect to the Loan
pursuant to Sections 9.2, 9.3 and 9.4 herein and Section 9.4 of the Loan
Agreement is not limited to the original principal amount of the Note.
Notwithstanding the foregoing, nothing herein shall inhibit or prevent Lender
from foreclosing or exercising any other rights and remedies pursuant to the
Loan Agreement, the Note, this Mortgage and the other Loan Documents, whether
simultaneously with foreclosure proceedings or in any other sequence. A separate
action or actions may be brought and prosecuted against Borrower pursuant to
Sections 9.2, 9.3 and 9.4 herein and Section 9.4 of the Loan Agreement, whether
or not action is brought against any other Person or whether or not any other
Person is joined in the action or actions. In addition, Lender shall have the
right but not the obligation to join and participate in, as a party if it so
elects, any administrative or judicial proceedings or actions initiated in
connection with any matter addressed in Article 8 or Section 9.4 herein.

          7.11 RIGHT OF ENTRY. Upon reasonable notice to Borrower, Lender and
its agents shall have the right to enter and inspect the Property at all
reasonable times.

          7.12 RELEASE. Upon payment of all sums secured by this Mortgage, the
Lender shall release this Mortgage. The Borrower shall pay the Lender's
reasonable costs incurred in releasing this Mortgage.

                                  ARTICLE VIII

                              ENVIRONMENTAL HAZARDS

          8.1  ENVIRONMENTAL REPRESENTATIONS AND WARRANTIES. Except as otherwise
disclosed by that certain Environmental Site Assessment of the Property
delivered to Lender (such report is referred to below as the "ENVIRONMENTAL
REPORT"), Borrower hereby represents and warrants (a) to the best of Borrower's
knowledge, based on the Environmental Report, there are no Hazardous Substances
(defined below) or underground storage tanks in, on, or under the Property,
except those that are both (i) in compliance with Environmental Laws (defined
below) and with permits issued pursuant thereto and (ii) fully disclosed to
Lender in writing pursuant the Environmental Report; (b) there are no past,
present or threatened Releases (defined below) of Hazardous Substances in, on,
under or from the Property which has not been fully remediated in accordance
with Environmental Law; (c) there is no threat of any Release of Hazardous
Substances migrating to the Property; (d) there is no past or present
non-compliance with Environmental Laws, or with permits issued pursuant thereto,
in connection with the Property



which has not been fully remediated in accordance with Environmental Law; (e)
Borrower does not know of, and has not received, any written or oral notice or
other communication from any Person (including but not limited to a governmental
entity) relating to Hazardous Substances or Remediation (defined below) thereof,
of possible liability of any Person pursuant to any Environmental Law, other
environmental conditions in connection with the Property, or any actual or
potential administrative or judicial proceedings in connection with any of the
foregoing; and (f) Borrower has truthfully and fully provided to Lender, in
writing, any and all information relating to conditions in, on, under or from
the Property that is known to Borrower and that is contained in Borrower's files
and records, including but not limited to any reports relating to Hazardous
Substances in, on, under or from the Property and/or to the environmental
condition of the Property.

          "ENVIRONMENTAL LAW" means any present and future federal, state and
local laws, statutes, ordinances, rules, regulations and the like, as well as
common law, relating to protection of human health or the environment, relating
to Hazardous Substances, relating to liability for or costs of Remediation or
prevention of Releases of Hazardous Substances or relating to liability for or
costs of other actual or threatened danger to human health or the environment.
Environmental Law includes, but is not limited to, the following statutes, as
amended, any successor thereto, and any regulations promulgated pursuant
thereto, and any state or local statutes, ordinances, rules, regulations and the
like addressing similar issues: the Comprehensive Environmental Response,
Compensation and Liability Act; the Emergency Planning and Community
Right-to-know Act; the Hazardous Substances Transportation Act; the Resource
Conservation and Recovery Act (including but not limited to Subtitle I relating
to underground storage tanks); the Solid Waste Disposal Act; the Clean Water
Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water Act; the Occupational Safety and Health Act; the Federal Water Pollution
Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the
Endangered Species Act; the National Environmental Policy Act; and the River and
Harbors Appropriation Act. Environmental Law also includes, but is not limited
to, any present and future federal, state and local laws, statutes, ordinances,
rules, regulations and the like, as well as common law: conditioning transfer of
property upon a negative declaration or other approval of a governmental
authority of the environmental condition of the Property; requiring notification
or disclosure of Releases of Hazardous Substances or other environmental
condition of the Property to any governmental authority or other Person, whether
or not in connection with transfer of title to or interest in property; imposing
conditions or requirements in connection with permits or other authorization for
lawful activity; relating to nuisance, trespass or other causes of action
related to the Property; and relating to wrongful death, personal injury, or
property or other damage in connection with any physical condition or use of the
Property.

          "HAZARDOUS SUBSTANCES" include but are not limited to any and all
substances (whether solid, liquid or gas) defined, listed, or otherwise
classified as pollutants, hazardous wastes, hazardous substances, hazardous
materials, extremely hazardous wastes, or words of similar meaning or regulatory
effect under any present or future Environmental Laws or that may have a
negative impact on human health or the environment, including but not limited to
petroleum and petroleum products, asbestos and asbestos-containing materials,
polychlorinated biphenyls, lead, radon, radioactive materials, flammables and
explosives, but excluding substances of kinds and in amounts ordinarily and
customarily used or stored in similar



properties for the purpose of cleaning or other maintenance or operations and
otherwise in compliance with all Environmental Laws.

          "RELEASE" of any Hazardous Substance includes but is not limited to
any release, deposit, discharge, emission, leaking, spilling, seeping,
migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing
or other movement of Hazardous Substances.

          "REMEDIATION" includes but is not limited to any response, remedial,
removal, or corrective action, any activity to cleanup, detoxify, decontaminate,
contain or otherwise remediate any Hazardous Substance, any actions to prevent,
cure or mitigate any Release of any Hazardous Substance, any action to comply
with any Environmental Laws or with any permits issued pursuant thereto, any
inspection, investigation, study, monitoring, assessment, audit, sampling and
testing, laboratory or other analysis, or evaluation relating to any Hazardous
Substances or to anything referred to in Article 8.

          8.2  ENVIRONMENTAL COVENANTS. Borrower covenants and agrees that: (a)
all uses and operations on or of the Property, whether by Borrower or any other
Person, shall be in compliance with all Environmental Laws and permits issued
pursuant thereto; (b) Borrower shall not cause or permit the Release of any
Hazardous Substances in, on, under or from the Property; (c) there shall be no
Hazardous Substances in, on, or under the Property, except those that are both
(i) in compliance with all Environmental Laws and with permits issued pursuant
thereto and (ii) fully disclosed to Lender in writing; (d) Borrower shall keep
the Property free and clear of all liens and other encumbrances imposed pursuant
to any Environmental Law, whether due to any act or omission of Borrower or any
other Person (the "ENVIRONMENTAL LIENS"); (e) Borrower shall, at its sole cost
and expense, fully and expeditiously cooperate in all activities pursuant to
Section 8.3 below, including but not limited to providing all relevant
information and making knowledgeable persons available for interviews; (f)
Borrower shall, at its sole cost and expense, perform any environmental site
assessment or other investigation of environmental conditions in connection with
the Property, pursuant to any reasonable written request of Lender made in the
event that Lender has a good faith reason to believe based upon credible
evidence or information that an environmental hazard exists on the Property
(including but not limited to sampling, testing and analysis of soil, water,
air, building materials and other materials and substances whether solid, liquid
or gas), and share with Lender the reports and other results thereof, and Lender
and other Indemnified Parties shall be entitled to rely on such reports and
other results thereof; (g) Borrower shall, at its sole cost and expense, comply
with all reasonable written requests of Lender to made in the event that Lender
has a good faith reason to believe based upon credible evidence or information
that an environmental hazard exists on the Property (i) reasonably effectuate
Remediation of any condition (including but not limited to a Release of a
Hazardous Substance) in, on, under or from the Property; (ii) comply with any
Environmental Law; (iii) comply with any directive from any governmental
authority; and (iv) take any other reasonable action necessary or appropriate
for protection of human health or the environment; (h) Borrower shall not do or
knowingly allow any tenant or other user of the Property to do any act that
materially increases the dangers to human health or the environment, poses an
unreasonable risk of harm to any Person (whether on or off the Property),
impairs or may impair the value of the Property, is contrary to any requirement
of any insurer, constitutes a public or private nuisance, constitutes waste, or
violates any covenant, condition, agreement or easement



applicable to the Property; and (i) Borrower shall immediately notify Lender in
writing of (A) any presence or Releases or threatened Releases of Hazardous
Substances in, on, under, from or migrating towards the Property; (B) any
non-compliance with any Environmental Laws related in any way to the Property;
(C) any actual or potential Environmental Lien; (D) any required or proposed
Remediation of environmental conditions relating to the Property; and (E) any
written or oral notice or other communication of which Borrower becomes aware
from any source whatsoever (including but not limited to a governmental entity)
relating in any way to Hazardous Substances or Remediation thereof, possible
liability of any Person pursuant to any Environmental Law, other environmental
conditions in connection with the Property, or any actual or potential
administrative or judicial proceedings in connection with anything referred to
in this Article 8.

          8.3  LENDER'S RIGHTS. In the event that Lender has a good faith reason
to believe based upon credible evidence or information that an environmental
hazard exists on the Property, upon reasonable notice from Lender, Borrower
shall, at Borrower's expense, promptly cause an engineer or consultant
satisfactory to Lender to conduct any environmental assessment or audit (the
scope of which shall be determined in Lender's sole and absolute discretion) and
take any samples of soil, groundwater or other water, air, or building materials
or any other invasive testing requested by Lender and promptly deliver the
results of any such assessment, audit, sampling or other testing; provided,
however, if such results are not delivered to Lender within a reasonable period,
upon reasonable notice to Borrower, Lender and any other Person designated by
Lender, including but not limited to any receiver, any representative of a
governmental entity, and any environmental consultant, shall have the right, but
not the obligation, to enter upon the Property at all reasonable times to assess
any and all aspects of the environmental condition of the Property and its use,
including but not limited to conducting any environmental assessment or audit
(the scope of which shall be determined in Lender's sole and absolute
discretion) and taking samples of soil, groundwater or other water, air, or
building materials, and reasonably conducting other invasive testing. Borrower
shall cooperate with and provide access to Lender and any such Person designated
by Lender.

                                   ARTICLE IX

                                 INDEMNIFICATION

          9.1  GENERAL INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all claims, suits, liabilities (including,
without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, diminutions in value, fines, penalties,
charges, fees, expenses, judgments, awards, amounts paid in settlement, punitive
damages, foreseeable and unforeseeable consequential damages, of whatever kind
or nature (including but not limited to reasonable attorneys' fees and other
costs of defense) (collectively, the "LOSSES") imposed upon or incurred by or
asserted against any Indemnified Parties and directly or indirectly arising out
of or in any way relating to any one or more of the following: (a) ownership of
this Mortgage, the Property or any interest therein or receipt of any Rents; (b)
any amendment to, or restructuring of, the Debt, and the Note, the Loan
Agreement, this Mortgage, or any other Loan Documents; (c) any and all lawful
action that may be taken by Lender in



connection with the enforcement of the provisions of this Mortgage or the Loan
Agreement or the Note or any of the other Loan Documents, whether or not suit is
filed in connection with same, or in connection with Borrower, any guarantor or
indemnitor and/or any partner, joint venturer or shareholder thereof becoming a
party to a voluntary or involuntary federal or state bankruptcy, insolvency or
similar proceeding; (d) any accident, injury to or death of persons or loss of
or damage to property occurring in, on or about the Property or any part thereof
or on the adjoining sidewalks, curbs, adjacent property or adjacent parking
areas, streets or ways; (e) performance of any labor or services or the
furnishing of any materials or other property in respect of the Property or any
part thereof; (f) the failure of any person to file timely with the Internal
Revenue Service an accurate Form 1099-B, Statement for Recipients of Proceeds
from Real Estate, Broker and Barter Exchange Transactions, which may be required
in connection with this Mortgage, or to supply a copy thereof in a timely
fashion to the recipient of the proceeds of the transaction in connection with
which this Mortgage is made; (g) any failure of the Property to be in compliance
with any Legal Requirements; (h) the enforcement by any Indemnified Party of the
provisions of this Article 9; (i) any and all claims and demands whatsoever
which may be asserted against Lender by reason of any alleged obligations or
undertakings on its part to perform or discharge any of the terms, covenants, or
agreements contained in any Lease; (j) the payment of any commission, charge or
brokerage fee to anyone claiming through Borrower which may be payable in
connection with the funding of the Loan; or (k) any misrepresentation made by
Borrower in this Mortgage or any other Loan Document. Notwithstanding the
foregoing, Borrower shall not be liable to the Indemnified Parties under this
Section 9.1 for any Losses to which the Indemnified Parties may become subject
to the extent such Losses arise by reason of the gross negligence, illegal acts,
fraud or willful misconduct of the Indemnified Parties or Losses resulting from
acts or omissions arising after a completed foreclosure of the Property or
acceptance by Lender of a deed in lieu of foreclosure. Any amounts payable to
Lender by reason of the application of this Section 9.1 shall become immediately
due and payable and shall bear interest at the Default Rate from the date loss
or damage is sustained by Lender until paid. For purposes of this Article 9, the
term "INDEMNIFIED PARTIES" means Lender and any Person who is or will have been
involved in the origination of the Loan, any Person who is or will have been
involved in the servicing of the Loan secured hereby, any Person in whose name
the encumbrance created by this Mortgage is or will have been recorded, persons
and entities who may hold or acquire or will have held a full or partial
interest in the Loan secured hereby (including, but not limited to, investors or
prospective investors in the Securities, as well as custodians, trustees and
other fiduciaries who hold or have held a full or partial interest in the Loan
secured hereby for the benefit of third parties) as well as the respective
directors, officers, shareholders, partners, employees, agents, servants,
representatives, contractors, subcontractors, affiliates, subsidiaries,
participants, successors and assigns of any and all of the foregoing (including
but not limited to any other Person who holds or acquires or will have held a
participation or other full or partial interest in the Loan, whether during the
term of the Loan or as a part of or following a foreclosure of the Loan and
including, but not limited to, any successors by merger, consolidation or
acquisition of all or a substantial portion of Lender's assets and business).

          9.2  MORTGAGE AND/OR INTANGIBLE TAX. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses imposed upon or incurred
by or asserted against any Indemnified



Parties and directly or indirectly arising out of or in any way relating to any
tax on the making and/or recording of this Mortgage, the Note or any of the
other Loan Documents, but excluding any income, franchise or other similar
taxes. Borrower hereby agrees that, in the event that it is determined that
additional Florida documentary stamp taxes or intangible personal property taxes
are due hereon or on any mortgage or promissory note executed in connection
herewith (including, without limitation, the Note), Borrower shall indemnify and
hold harmless the Indemnified Parties for all such documentary stamp and/or
intangible taxes, including all penalties and interest assessed or charged in
connection therewith.

          9.3  ERISA INDEMNIFICATION. Borrower shall, at its sole cost and
expense, protect, defend, indemnify, release and hold harmless the Indemnified
Parties from and against any and all Losses (including, without limitation,
reasonable attorneys' fees and costs incurred in the investigation, defense, and
settlement of Losses incurred in correcting any prohibited transaction or in the
sale of a prohibited loan, and in obtaining any individual prohibited
transaction exemption under ERISA that may be required, in Lender's sole
discretion) that Lender may incur, directly or indirectly, as a result of a
default under Sections 4.1.9 or 5.2.12 of the Loan Agreement.

          9.4  ENVIRONMENTAL INDEMNIFICATION. Borrower shall, at its sole cost
and expense, protect, defend, indemnify, release and hold harmless the
Indemnified Parties from and against any and all Losses and costs of Remediation
(whether or not performed voluntarily), engineers' fees, environmental
consultants' fees, and costs of investigation (including but not limited to
sampling, testing, and analysis of soil, water, air, building materials and
other materials and substances whether solid, liquid or gas) imposed upon or
incurred by or asserted against any Indemnified Parties, and directly or
indirectly arising out of or in any way relating to any one or more of the
following: (a) any presence of any Hazardous Substances in, on, above, or under
the Property; (b) any past, present or threatened Release of Hazardous
Substances in, on, above, under or from the Property; (c) any activity by
Borrower, any Person affiliated with Borrower or any tenant or other user of the
Property in connection with any actual, proposed or threatened use, treatment,
storage, holding, existence, disposition or other Release, generation,
production, manufacturing, processing, refining, control, management, abatement,
removal, handling, transfer or transportation to or from the Property of any
Hazardous Substances at any tine located in, under, on or above the Property;
(d) any activity by Borrower, any Person affiliated with Borrower or any tenant
or other user of the Property in connection with any actual or proposed
Remediation of any Hazardous Substances at any time located in, under, on or
above the Property, whether or not such Remediation is voluntary or pursuant to
court or administrative order, including but not limited to any removal,
remedial or corrective action; (e) any past or present non-compliance or
violations of any Environmental Laws (or permits issued pursuant to any
Environmental Law) in connection with the Property or operations thereon,
including but not limited to any failure by Borrower, any Affiliate of Borrower
or any tenant or other user of the Property to comply with any order of any
Governmental Authority in connection with any Environmental Laws; (f) the
imposition, recording or filing of any Environmental Lien encumbering the
Property; (g) any administrative processes or proceedings or judicial
proceedings in any way connected with any matter addressed in Article 8 and this
Section 9.4; (h) any past, present or threatened injury to, destruction of or
loss of natural resources in any way connected with the Property, including but
not limited to costs to investigate and assess such



injury, destruction or loss; (i) any acts of Borrower or other users of the
Property in arranging for disposal or treatment, or arranging with a transporter
for transport for disposal or treatment, of Hazardous Substances owned or
possessed by such Borrower or other users, at any facility or incineration
vessel owned or operated by another Person and containing such or any similar
Hazardous Substance; (j) any acts of Borrower or other users of the Property, in
accepting any Hazardous Substances for transport to disposal or treatment
facilities, incineration vessels or sites selected by Borrower or such other
users, from which there is a Release, or a threatened Release of any Hazardous
Substance which causes the incurrence of costs for Remediation; (k) any personal
injury, wrongful death, or property damage arising under any statutory or common
law or tort law theory, including but not limited to damages assessed for the
maintenance of a private or public nuisance or for the conducting of an
abnormally dangerous activity on or near the Property; and (1) any
misrepresentation or inaccuracy in any representation or warranty or material
breach or failure to perform any covenants or other obligations pursuant to
Article 8. Notwithstanding the foregoing, Borrower shall not be liable under
this Section 9.4 for any Losses or costs of Remediation to which the Indemnified
Parties may become subject to the extent such Losses or costs of Remediation
arise by reason of the gross negligence, illegal acts, fraud or willful
misconduct of the Indemnified Parties or Losses resulting from acts or omissions
arising after a completed foreclosure of the Property or acceptance by Lender of
a deed in lieu of foreclosure. This indemnity shall survive any termination,
satisfaction or foreclosure of this Mortgage, subject to the provisions of
Section 10.5.

          9.5  DUTY TO DEFEND; ATTORNEYS' FEES AND OTHER FEES AND EXPENSES. Upon
written request by any Indemnified Party, Borrower shall defend such Indemnified
Party (if requested by any Indemnified Party, in the name of the Indemnified
Party) by attorneys and other professionals approved by the Indemnified Parties.
Notwithstanding the foregoing, if the defendants in any such claim or proceeding
include both Borrower and any Indemnified Party and Borrower and such
Indemnified Party shall have reasonably concluded that there are any legal
defenses available to it and/or other Indemnified Parties that are different
from or additional to those available to Borrower, such Indemnified Party shall
have the right to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
Indemnified Party, provided that no compromise or settlement shall be entered
without Borrower's consent, which consent shall not be unreasonably withheld.
Upon demand, Borrower shall pay or, in the sole and absolute discretion of the
Indemnified Parties, reimburse, the Indemnified Parties for the payment of
reasonable fees and disbursements of attorneys, engineers, environmental
consultants, laboratories and other professionals in connection therewith.

                                    ARTICLE X

                                     WAIVERS

          10.1 WAIVER OF COUNTERCLAIM. To the extent permitted by applicable
law, Borrower hereby waives the right to assert a counterclaim, other than a
mandatory or compulsory counterclaim, in any action or proceeding brought
against it by Lender arising out of or in any way connected with this Mortgage,
the Loan Agreement, the Note, any of the other Loan Documents, or the
Obligations.



          10.2 MARSHALLING AND OTHER MATTERS. To the extent permitted by
applicable law, Borrower hereby waives, to the extent permitted by law, the
benefit of all appraisement, valuation, stay, extension, reinstatement and
redemption laws now or hereafter in force and all rights of marshalling in the
event of any sale hereunder of the Property or any part thereof or any interest
therein. Further, Borrower hereby expressly waives any and all rights of
redemption from sale under any order or decree of foreclosure of this Mortgage
on behalf of Borrower, and on behalf of each and every person acquiring any
interest in or title to the Property subsequent to the date of this Mortgage and
on behalf of all persons to the extent permitted by applicable law.

          10.3 WAIVER OF NOTICE. To the extent permitted by applicable law,
Borrower shall not be entitled to any notices of any nature whatsoever from
Lender except with respect to matters for which this Mortgage specifically and
expressly provides for the giving of notice by Lender to Borrower and except
with respect to matters for which Lender is required by applicable law to give
notice, and Borrower hereby expressly waives the right to receive any notice
from Lender with respect to any matter for which this Mortgage does not
specifically and expressly provide for the giving of notice by Lender to
Borrower.

          10.4 WAIVER OF STATUTE OF LIMITATIONS. To the extent permitted by
applicable law, Borrower hereby expressly waives and releases to the fullest
extent permitted by law, the pleading of any statute of limitations as a defense
to payment of the Debt or performance of its Other Obligations.

          10.5 SURVIVAL. The indemnifications made pursuant to Sections 9.3 and
9.4 herein and the representations and warranties, covenants, and other
obligations arising under Article 8, shall continue indefinitely in full force
and effect and shall survive and shall in no way be impaired by: any
satisfaction or other termination of this Mortgage, any assignment or other
transfer of all or any portion of this Mortgage or Lender's interest in the
Property (but, in such case, shall benefit both Indemnified Parties and any
assignee or transferee), any exercise of Lender's rights and remedies pursuant
hereto including but not limited to foreclosure or acceptance of a deed in lieu
of foreclosure, any exercise of any rights and remedies pursuant to the Loan
Agreement, the Note or any of the other Loan Documents, any transfer of all or
any portion of the Property (whether by Borrower or by Lender following
foreclosure or acceptance of a deed in lieu of foreclosure or at any other
time), any amendment to this Mortgage, the Loan Agreement, the Note or the other
Loan Documents, and any act or omission that might otherwise be construed as a
release or discharge of Borrower from the obligations pursuant hereto.
Notwithstanding anything to the contrary contained in this Mortgage or the other
Loan Documents, Borrower shall not have any obligations or liabilities under the
indemnification under Section 9.4 herein or other indemnifications with respect
to Hazardous Substances contained in the other Loan Documents with respect to
those obligations and liabilities that Borrower can prove arose solely from
Hazardous Substances that (i) were not present on or a threat to the Property
prior to the date that Lender or its nominee acquired title to the Property,
whether by foreclosure, exercise by power of sale, acceptance of a deed-in-lieu
of foreclosure or otherwise and (ii) were not the result of any act or
negligence of Borrower or any of Borrower's affiliates, agents or contractors.



                                   ARTICLE XI

                                   EXCULPATION

          The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Mortgage to the same extent and with the
same force as if fully set forth herein.

                                   ARTICLE XII

                                     NOTICES

          All notices or other written communications hereunder shall be
delivered in accordance with Section 10.6 of the Loan Agreement.

                                  ARTICLE XIII

                                 APPLICABLE LAW

          13.1 GOVERNING LAW. THIS MORTGAGE SHALL BE DEEMED TO BE A CONTRACT
ENTERED INTO PURSUANT TO THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED AND
SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED.

          13.2 USURY LAWS. Notwithstanding anything to the contrary, (a) all
agreements and communications between Borrower and Lender are hereby and shall
automatically be limited so that, after taking into account all amounts deemed
interest, the interest contracted for, charged or received by Lender shall never
exceed the maximum lawful rate or amount, (b) in calculating whether any
interest exceeds the lawful maximum, all such interest shall be amortized,
prorated, allocated and spread over the full amount and term of all principal
indebtedness of Borrower to Lender, and (c) if through any contingency or event,
Lender receives or is deemed to receive interest in excess of the lawful
maximum, any such excess shall be deemed to have been applied toward payment of
the principal of any and all then outstanding indebtedness of Borrower to
Lender, or if there is no such indebtedness, shall immediately be returned to
Borrower.

          13.3 PROVISIONS SUBJECT TO APPLICABLE LAW. All rights, powers and
remedies provided in this Mortgage may be exercised only to the extent that the
exercise thereof does not violate any applicable provisions of law and are
intended to be limited to the extent necessary so that they will not render this
Mortgage invalid, unenforceable or not entitled to be recorded, registered or
filed under the provisions of any applicable law. If any term of this Mortgage
or any application thereof shall be invalid or unenforceable, the remainder of
this Mortgage and any other application of the term shall not be affected
thereby.



                                   ARTICLE XIV

                                   DEFINITIONS

          All capitalized terms not defined herein shall the respective meanings
set forth in the Loan Agreement. Unless the context clearly indicates a contrary
intent or unless otherwise specifically provided herein, words used in this
Mortgage may be used interchangeably in singular or plural form and the word
"BORROWER" shall mean "each Borrower and any subsequent owner or owners of the
Property or any part thereof or any interest therein," the word "LENDER" shall
mean "Lender and any subsequent holder of the Note," the word "NOTE" shall mean
"the Note and any other evidence of indebtedness secured by this Mortgage," the
word "PROPERTY" shall include any portion of the Property and any interest
therein, and the phrases "ATTORNEYS' FEES", "LEGAL FEES" and "COUNSEL FEES"
shall include any and all attorneys', paralegal and law clerk fees and
disbursements, including, but not limited to, fees and disbursements at the
pre-trial, trial and appellate levels incurred or paid by Lender in protecting
its interest in the Property, the Leases and the Rents and enforcing its rights
hereunder.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

          15.1 NO ORAL CHANGE. This Mortgage, and any provisions hereof, may not
be modified, amended, waived, extended, changed, discharged or terminated orally
or by any actor failure to act on the part of Borrower or Lender, but only by an
agreement in writing signed by the party against whom enforcement of any
modification, amendment, waiver, extension, change, discharge or termination is
sought.

          15.2 SUCCESSORS AND ASSIGNS. This Mortgage shall be binding upon and
inure to the benefit of Borrower and Lender and their respective successors and
assigns forever.

          15.3 INAPPLICABLE PROVISIONS. If any term, covenant or condition of
the Loan Agreement, the Note or this Mortgage is held to be invalid, illegal or
unenforceable in any respect, the Loan Agreement, the Note and this Mortgage
shall be construed without such provision.

          15.4 HEADINGS, ETC. The headings and captions of various Sections of
this Mortgage are for convenience of reference only and are not to be construed
as defining or limiting, in any way, the scope or intent of the provisions
hereof.

          15.5 NUMBER AND GENDER. Whenever the context may require, any pronouns
used herein shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns and pronouns shall include the plural and vice
versa.

          15.6 SUBROGATION. If any or all of the proceeds of the Note have been
used to extinguish, extend or renew any indebtedness heretofore existing against
the Property, then, to the extent of the funds so used, Lender shall be
subrogated to all of the rights, claims, liens,



titles, and interests existing against the Property heretofore held by, or in
favor of, the holder of such indebtedness and such former rights, claims, liens,
titles, and interests, if any, are not waived but rather are continued in full
force and effect in favor of Lender and are merged with the lien and security
interest created herein as cumulative security for the repayment of the Debt,
the performance and discharge of Borrower's obligations hereunder, under the
Loan Agreement, the Note and the other Loan Documents and the performance and
discharge of the Other Obligations.

          15.7 ENTIRE AGREEMENT. The Note, the Loan Agreement, this Mortgage and
the other Loan Documents constitute the entire understanding and agreement
between Borrower and Lender with respect to the transactions arising in
connection with the Debt and supersede all prior written or oral understandings
and agreements between Borrower and Lender with respect thereto. Borrower hereby
acknowledges that, except as incorporated in writing in the Note, the Loan
Agreement, this Mortgage and the other Loan Documents, there are not, and were
not, and no persons are or were authorized by Lender to make, any
representations, understandings, stipulations, agreements or promises, oral or
written, with respect to the transaction which is the subject of the Note, the
Loan Agreement, this Mortgage and the other Loan Documents.

          15.8 LIMITATION ON LENDER'S RESPONSIBILITY. No provision of this
Mortgage shall operate to place any obligation or liability for the control,
care, management or repair of the Property upon Lender, nor shall it operate to
make Lender responsible or liable for any waste committed on the Property by the
tenants or any other Person, or for any dangerous or defective condition of the
Property, or for any negligence in the management, upkeep, repair or control of
the Property resulting in loss or injury or death to any tenant, licensee,
employee or stranger. Nothing herein contained shall be construed as
constituting Lender a "mortgagee in possession."

                                   ARTICLE XVI

                              INTENTIONALLY OMITTED


                         [NO FURTHER TEXT ON THIS PAGE]



          IN WITNESS WHEREOF, THIS MORTGAGE has been executed by Borrower the
day and year first above written.

                                  BORROWER:

                                  INLAND WESTERN NEW BRITAIN MAIN,
                                  L.L.C., a Delaware limited liability company

                                  By:  Inland Western Retail Real Estate Trust,
                                       Inc., a Maryland corporation, its sole
                                       member

                                       By:/s/ Valerie Medina
                                          ------------------------
                                          Name:  Valerie Medina
                                          Title: Asst. Secretary



                                 ACKNOWLEDGEMENT

STATE OF ILLINOIS

COUNTY OF DUPAGE

          The foregoing instrument was acknowledged before me this 26th day of
January, 2004 by Valerie Medina as Assistant Secretary of INLAND WESTERN RETAIL
REAL ESTATE TRUST, INC., a Maryland corporation, which is the sole member and
manager of INLAND WESTERN NEW BRITAIN MAIN, L.L.C., a Delaware limited liability
company, who executed the foregoing instrument, and acknowledged the execution
thereof to be her free act and deed as such officer on behalf of said
corporation in its capacity as sole member and manager of said limited liability
company for the use and purposes therein mentioned, and the said instrument is
the act and deed of said corporation and limited liability company. She is
personally known to me or who has produced n/a as identification.

          My commission expires: 12/08/07

[Notarial Seal]
                                                      --------------------------
                           OFFICIAL SEAL              Print Name: Susan M. Maret
                           SUSAN M MARET              Notary Public
                 NOTARY PUBLIC - STATE OF ILLINOIS    Serial Number:___________
                  MY COMMISSION EXPIRES:12/08/07



                                    EXHIBIT A

                                LEGAL DESCRIPTION

                  (the legal description follows on next page)

EX-10.46

                                                                   Exhibit 10.46


                                 LOAN AGREEMENT


                           Dated as of January __, 2004


                                     Between


             THE ENTITIES SET FORTH ON SCHEDULE I OF THIS AGREEMENT


                              together, as Borrower


                                       and


                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.,
                                    as Lender



                                TABLE OF CONTENTS



                                                                                  Page
                                                                                  ----
                                                                                
ARTICLE I DEFINITIONS; PRINCIPLES OF CONSTRUCTION                                   1
  Section 1.1 Definitions.......................................................... 1
  Section 1.2 Principles of Construction...........................................20
ARTICLE II GENERAL TERMS                                                           20
  Section 2.1 Loan Commitment; Disbursement to Borrower............................20
  Section 2.2 Interest; Loan Payments; Late Payment Charge.........................21
  Section 2.3 Prepayments..........................................................23
  Section 2.4 Intentionally Omitted................................................25
  Section 2.5 Release of Property..................................................25
  Section 2.6 Manner of Making Payments............................................26

ARTICLE III CONDITIONS PRECEDENT                                                   27
  Section 3.1 Conditions Precedent to Closing......................................27
ARTICLE IV REPRESENTATIONS AND WARRANTIES                                          31
  Section 4.1 Borrower Representations.............................................31
  Section 4.2 Survival of Representations..........................................38
ARTICLE V BORROWER COVENANTS                                                       38
  Section 5.1 Affirmative Covenants................................................38
  Section 5.2 Negative Covenants...................................................47
ARTICLE VI INSURANCE; CASUALTY; CONDEMNATION                                       52
  Section 6.1 Insurance............................................................52
  Section 6.2 Casualty.............................................................56
  Section 6.3 Condemnation.........................................................56
  Section 6.4 Restoration..........................................................57
ARTICLE VII RESERVE FUNDS                                                          62
  Section 7.1 Required Repair Funds................................................62
  Section 7.2 Tax and Insurance Escrow Fund........................................63
  Section 7.3 Replacements and Replacement Reserve.................................64
  Section 7.4 Intentionally Deleted................................................69
  Section 7.5 Intentionally Deleted................................................69
  Section 7.6 Intentionally Deleted................................................69
  Section 7.7 Reserve Funds, Generally.............................................69
ARTICLE VIII DEFAULTS                                                              69
  Section 8.1 Event of Default.....................................................70
  Section 8.2 Remedies.............................................................71
  Section 8.3 Remedies Cumulative; Waivers.........................................73
ARTICLE IX SPECIAL PROVISIONS                                                      73
  Section 9.1 Sale of Notes and Securitization.....................................73
  Section 9.2 Securitization.......................................................74
  Section 9.3 Rating Surveillance..................................................74
  Section 9.4 Exculpation..........................................................74


                                       -i-


                                                                                
  Section 9.5 Termination of Manager...............................................76
  Section 9.6 Servicer.............................................................77
  Section 9.7 Splitting the Loan...................................................77
ARTICLE X MISCELLANEOUS                                                            77
  Section 10.1 Survival............................................................77
  Section 10.2 Lender's Discretion.................................................77
  Section 10.3 Governing Law.......................................................78
  Section 10.4 Modification, Waiver in Writing.....................................78
  Section 10.5 Delay Not a Waiver..................................................78
  Section 10.6 Notices.............................................................78
  Section 10.7 Trial by Jury....................................................   79
  Section 10.8 Headings............................................................79
  Section 10.9 Severability........................................................80
  Section 10.10 Preferences........................................................80
  Section 10.11 Waiver of Notice...................................................80
  Section 10.12 Remedies of Borrower...............................................80
  Section 10.13 Expenses; Indemnity................................................80
  Section 10.14 Schedules Incorporated.............................................81
  Section 10.15 Offsets, Counterclaims and Defenses................................81
  Section 10.16 No Joint Venture or Partnership; No Third Party Beneficiaries......82
  Section 10.17 Publicity..........................................................82
  Section 10.18 Waiver of Marshalling of Assets....................................82
  Section 10.19 Waiver of Counterclaim.............................................83
  Section 10.20 Conflict; Construction of Documents; Reliance......................83
  Section 10.21 Brokers and Financial Advisors.....................................83
  Section 10.22 Prior Agreements...................................................83
  Section 10.23 Transfer of Loan...................................................83
  Section 10.24 Lender's Right to Unwind Cross-Collateralization/Cross-Default.....83



SCHEDULES

Schedule I    -   List of Borrowers
Schedule II   -   Partial Prepayment Conditions
Schedule III  -   Required Repairs
Schedule IV   -   Rent Roll
Schedule V    -   Out Parcel Release Conditions
Schedule VI   -   Affiliate Agreements
Schedule VII  -   Intentionally Omitted
Schedule VIII -   Intentionally Omitted
Schedule IX   -   Intentionally Omitted
Schedule X    -   Other Contract Funds Agreements

                                 -ii-



                                 LOAN AGREEMENT

          THIS LOAN AGREEMENT, dated as of this _______ day of January, 2004 (as
amended, restated, replaced, supplemented or otherwise modified from time to
time, this "AGREEMENT"), between BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New
York corporation, having an address at 383 Madison Avenue, New York, New York
10179 ("Lender"), and the entities set forth on Schedule I of this Agreement,
each a Delaware limited liability company and having an address at 2901
Butterfield Road, Oak Brook, Illinois 60523 (together, "BORROWER").

                              W I T N E S S E T H:

          WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined)
from Lender; and

          WHEREAS, Inland Park Place Limited Partnership and Lender are party to
that certain Loan Agreement dated October 31, 2003 (the "PARK PLACE LOAN
AGREEMENT") pursuant to which such Borrower executed the Note, Mortgage and
other Loan Documents defined therein; and

          WHEREAS, this Agreement shall supercede the Park Place Loan Agreement
in all respects with respect to Inland Park Place Limited Partnership.

          WHEREAS, Lender is willing to make the Loan to Borrower, subject to
and in accordance with the terms of this Agreement and the other Loan Documents
(as hereinafter defined).

          NOW, THEREFORE, in consideration of the making of the Loan by Lender
and the covenants, agreements, representations and warranties set forth in this
Agreement, the parties hereto hereby covenant, agree, represent and warrant as
follows:

                                    ARTICLE I

                     DEFINITIONS; PRINCIPLES OF CONSTRUCTION

          Section 1.1    DEFINITIONS. For all purposes of this Agreement, except
as otherwise expressly required or unless the context clearly indicates a
contrary intent:

          "AFFILIATE" shall mean, as to any Person, any other Person that,
directly or indirectly, is in control of, is controlled by or is under common
control with such Person or is a director or officer of such Person or of an
Affiliate of such Person.

          "AGGREGATE DEBT SERVICE COVERAGE RATIO" shall mean the Debt Service
Coverage Ratio for all Properties, calculated on an aggregate basis.

          "ALTA" shall mean American Land Title Association, or any successor
thereto.



          "ANCHOR TENANT" shall mean, with respect to the Inland Western New
Britain Property, Shaw's Supermarkets, Inc., pursuant to the Anchor Tenant
Lease.

          "ANCHOR TENANT LEASE" shall mean that certain Lease for Supermarket
Premises, dated February 23, 1995 by and between Desco Associates, as original
landlord and predecessor-in-interest to Borrower, as landlord, and Anchor Tenant
(or its predecessor-in-interest) as tenant as the same has previously been
amended and may be further amended, restated, renewed, substituted or replaced
(but only to the extent permitted under this Agreement).

          "ANNUAL BUDGET" shall mean the operating budget, including all planned
capital expenditures, for the Property prepared by Borrower for the applicable
Fiscal Year or other period.

          "ANTICIPATED REPAYMENT DATE" shall mean November 1, 2008.

          "ASSIGNMENT OF LEASES" shall mean, with respect to each Property, that
certain first priority assignment of leases and rents, dated as of the date
hereof, from the applicable Borrower, as assignor, to Lender, as assignee,
assigning to Lender all of such Borrower's interest in and to the Leases and
Rents of the Property as security for the Loan, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.

          "ASSIGNMENT OF MANAGEMENT AGREEMENT" shall mean, with respect to each
Property, that certain Assignment of Management Agreement and Subordination of
Management Fees dated as of the date hereof among Lender, the applicable
Borrower and applicable Manager, as the same may be amended, restated, replaced,
supplemented or otherwise modified from time to time.

          "AWARD" shall mean any compensation paid by any Governmental Authority
in connection with a Condemnation in respect of all or any part of a Property.

          "BASIC CARRYING COSTS" shall mean, with respect to a Property, the sum
of the following costs associated with such Property for the relevant Fiscal
Year or payment period: (i) Taxes and (ii) Insurance Premiums.

          "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or any
other day on which national banks in New York, New York are not open for
business.

          "CAPITAL EXPENDITURES" shall mean, for any period, the amount expended
for items capitalized under accounting principles reasonably acceptable to
Lender, consistently applied (including expenditures for building improvements
or major repairs, leasing commissions and tenant improvements).

          "CASH EXPENSES" shall mean, for any period, the operating expenses for
the operation of a Property as set forth in an Approved Annual Budget to the
extent that such expenses are actually incurred by Borrower minus any payments
into the Tax and Insurance Escrow Fund.

          "CASH MANAGEMENT TRIGGER" shall mean August 1, 2008.

                                        2


          "CASUALTY" shall have the meaning specified in Section 6.2 hereof.

          "CASUALTY CONSULTANT" shall have the meaning set forth in Section 6.4
(b)(iii) hereof.

          "CASUALTY/CONDEMNATION PREPAYMENT" shall have the meaning set forth in
SECTION 6.4(e) hereof.

          "CASUALTY RETAINAGE" shall have the meaning set forth in Section
6.4(b)(iv) hereof.

          "CLOSING DATE" shall mean the date hereof.

          "CODE" shall mean the Internal Revenue Code of 1986, as amended, as it
may be further amended from time to time, and any successor statutes thereto,
and applicable U.S. Department of Treasury regulations issued pursuant thereto
in temporary or final form.

          "CONDEMNATION" shall mean a temporary or permanent taking by any
Governmental Authority as the result or in lieu or in anticipation of the
exercise of the right of condemnation or eminent domain, of all or any part of a
Property, or any interest therein or right accruing thereto, including any right
of access thereto or any change of grade affecting such Property or any part
thereof.

          "DEBT" shall mean the outstanding principal amount set forth in, and
evidenced by, this Agreement and all of the Notes together with all interest
accrued and unpaid thereon and all other sums (including the Prepayment
Consideration) due to Lender in respect of the Loan under the Notes, this
Agreement, the Mortgages, the Guaranties or any other Loan Document.

          "DEBT SERVICE" shall mean, with respect to any particular period of
time, scheduled interest payments under the Notes.

          "DEBT SERVICE COVERAGE RATIO" shall mean a ratio for the applicable
period in which:

          (a)      the numerator is the Net Operating Income (excluding interest
on credit accounts) for such period as set forth in the statements required
hereunder, without deduction for (i) actual management fees incurred in
connection with the operation of the applicable Property, or (ii) amounts paid
to the Reserve Funds, LESS (A) management fees equal to the greater of (1)
assumed management fees of three percent (3%) of Gross Income from Operations or
(2) the actual management fees incurred, (B) assumed Replacement Reserve Fund
contributions equal to $0.___5 PER square foot of gross leaseable area at such
Property, and (C) and assumed reserves for tenant improvements and leasing
commissions equal to $0.___ PER square foot of gross leaseable area at such
Property; and

          (b)      the denominator is the aggregate amount of interest due and
payable on the Note related to such Property for such applicable period.

                                        3


          "DEFAULT" shall mean the occurrence of any event hereunder or under
any other Loan Document which, but for the giving of notice or passage of time,
or both, would be an Event of Default.

          "DEFAULT RATE" shall mean, with respect to the Loan, a rate per annum
equal to the lesser of (a) the maximum rate permitted by applicable law, or (b)
five percent (5%) above the Interest Rate or Hyper-Am Rate, as applicable.

          "DISCLOSURE DOCUMENT" shall have the meaning set forth in Section 9.2
hereof.

          "ELIGIBLE ACCOUNT" shall mean a separate and identifiable account from
all other funds held by the holding institution that is either (a) an account or
accounts maintained with a federal or state-chartered depository institution or
trust company which complies with the definition of Eligible Institution or (b)
a segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or trust
company, is subject to regulations substantially similar to 12 C.F.R. Section
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority. An Eligible Account will not be evidenced by a certificate of
deposit, passbook or other instrument.

          "ELIGIBLE INSTITUTION" shall mean a depository institution or trust
company insured by the Federal Deposit Insurance Corporation the short term
unsecured debt obligations or commercial paper of which are rated at least A-1
by Standard & Poor's Ratings Services, P-1 by Moody's Investors Service, Inc.,
and F-1+ by Fitch, Inc. in the case of accounts in which funds are held for 30
days or less (or, in the case of accounts in which funds are held for more than
30 days, the long term unsecured debt obligations of which are rated at least
"AA" by Fitch and S&P and "Aa" by Moody's).

          "ENVIRONMENTAL INDEMNITY" shall mean, with respect to each Property,
that certain Environmental Indemnity Agreement executed by the applicable
Borrower in connection with the Loan for the benefit of Lender, as the same may
be amended, restated, replaced, supplemented or otherwise modified from time to
time.

          "ENVIRONMENTAL REPORT" shall have the meaning, with respect to each
Property, as defined in the Environmental Indemnity executed by the applicable
Borrower.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          "EVENT OF DEFAULT" shall have the meaning set forth in Section 8.1
hereof.

          "EXCESS CASH FLOW" shall have the have the meaning set forth in
Section 2.6.3 hereof.

          "EXCHANGE ACT" shall have the meaning set forth in Section 9.2 hereof.

                                        4


          "FISCAL YEAR" shall mean each twelve (12) month period commencing on
January 1 and ending on December 31 during each year of the term of the Loan.

          "GOVERNMENTAL AUTHORITY" shall mean any court, board, agency,
commission, office or other authority of any nature whatsoever for any
governmental unit (federal, state, county, district, municipal, city or
otherwise) whether now or hereafter in existence.

          "GROSS INCOME FROM OPERATIONS" shall mean, with respect to each
Property, all sustainable income as reported on the financial statements
delivered by the applicable Borrower in accordance with this Agreement, computed
in accordance with accounting principles reasonable acceptable to Lender,
consistently applied, derived from the ownership and operation of such Property
from whatever source, INCLUDING, but not limited to, (i) Rents from Tenants that
are in occupancy, open for business and paying unabated Rent, (ii) utility
charges, (iii) escalations, (iv) intentionally omitted; (v) service fees or
charges, (vi) license fees, (vii) parking fees, and (viii) other required
pass-throughs, but EXCLUDING (i) Rents from Tenants that are subject to any
bankruptcy proceeding (unless such Tenant has affirmed its Lease or Inland
Western Retail Real Estate Trust, Inc. has master leased such Tenant's premises
for full contract rent for a period not less than three years, and the net worth
of Inland Western Retail Real Estate Trust, Inc. (as determined by Lender) is
not less than such entity's net worth as of September 1, 2003), or are not in
occupancy, open for business or paying unabated Rent, (ii) sales, use and
occupancy or other taxes on receipts required to be accounted for by such
Borrower to any Governmental Authority, (iii) refunds and uncollectible
accounts, (iv) sales of furniture, fixtures and equipment, (v) Insurance
Proceeds (other than business interruption or other loss of income insurance),
(vi) Awards, (vii) unforfeited security deposits, (viii) utility and other
similar deposits, and (ix) any disbursements to Borrower from the Reserve Funds.
Gross income shall not be diminished as a result of the applicable Mortgage or
the creation of any intervening estate or interest in the applicable Property or
any part thereof.

          "GUARANTY" shall mean, with respect to each Borrower, that certain
Guaranty Agreement Regarding Cross-Collateralization executed by such Borrower
with respect to the obligations of each other Borrower.

          "HYPER-AM INTEREST RATE" shall mean a rate per annum equal to the
lesser of (a) the maximum rate permitted by applicable law, or (b) two percent
(2%) above the Interest Rate.

          "HYPER-AM PREPAYMENT" shall have the meaning specified in Section
2.6.3 hereof.

          "HYPER-AM TRIGGER" shall mean Borrower's failure to repay the Loan in
full on or before the Anticipated Repayment Date.

          "IMPROVEMENTS" shall have the meaning set forth in the granting clause
of each Mortgage with respect to the applicable Property.

          "INDEBTEDNESS" of a Person, at a particular date, means the sum
(without duplication) at such date of (a) indebtedness or liability for borrowed
money; (b) obligations evidenced by bonds, debentures, notes, or other similar
instruments; (c) obligations for the

                                        5


deferred purchase price of property or services (including trade obligations);
(d) obligations under letters of credit; (e) obligations under acceptance
facilities; (f) all guaranties, endorsements (other than for collection or
deposit in the ordinary course of business) and other contingent obligations to
purchase, to provide funds for payment, to supply funds, to invest in any Person
or entity, or otherwise to assure a creditor against loss; and (g) obligations
secured by any Liens, whether or not the obligations have been assumed.

          "INDEMNITOR" shall mean Inland Western Retail Real Estate Trust, Inc.

          "INDEMNITY AGREEMENT" shall mean that certain Indemnity Agreement
dated as of the date hereof by and between each Borrower and Indemnitor in favor
of Lender.

          "INLAND PARK PLACE NOTE" shall mean that certain Amended and Restated
Promissory Note of even date herewith given by Inland Park Place Limited
Partnership to Lender in the original principal amount of THIRTEEN MILLION ONE
HUNDRED TWENTY SEVEN THOUSAND and NO/100 Dollars ($13,127,000.00).

          "INLAND PARK PLACE PROPERTY" shall mean that certain Property owned by
Inland Park Place Limited Partnership located in Plano, Texas and known as the
Shoppes at Park Place Shopping Center.

          "INLAND WESTERN NEW BRITAIN NOTE" shall mean that certain Promissory
Note of even date herewith given by Inland Western New Britain, L.L.C. to Lender
in the original principal amount of SIX MILLION FOUR HUNDRED FIFTY THOUSAND and
NO/100 Dollars ($6,450,000.00).

          "INLAND WESTERN NEW BRITAIN PROPERTY" shall mean that certain Property
owned by Inland Western New Britain, L.L.C. located at 1045 West Main Street,
New Britain, Connecticut and known as the Shaws Supermarket in New Britain,
Connecticut.

          "INLAND WESTERN RETAIL REAL ESTATE TRUST, INC." shall mean Inland
Western Retail Real Estate Trust, Inc., a Maryland corporation.

          "INSURANCE PREMIUMS" shall have the meaning set forth in Section 6.1
(b) hereof.

          "INSURANCE PROCEEDS" shall have the meaning set forth in Section
6.4(b) hereof.

          "INTEREST RATE" shall mean four and six hundred eighty four
thousandths percent (4.684%) per annum.

          "LEASE" shall mean any lease, sublease or subsublease, letting,
license, concession or other agreement (whether written or oral and whether now
or hereafter in effect) pursuant to which any Person is granted a possessory
interest in, or right to use or occupy all or any portion of any space in the
Property of a Borrower, and every modification, amendment or other agreement
relating to such lease, sublease, subsublease, or other agreement entered into
in connection with such lease, sublease, subsublease, or other agreement and
every guarantee of the performance and observance of the covenants, conditions
and agreements to be performed and observed by the other party thereto.

                                        6


          "LEGAL REQUIREMENTS" shall mean, with respect to each Property, all
federal, state, county, municipal and other governmental statutes, laws, rules,
orders, regulations, ordinances, judgments, decrees and injunctions of
Governmental Authorities affecting such Property or any part thereof, or the
construction, use, alteration or operation thereof, or any part thereof, whether
now or hereafter enacted and in force, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and encumbrances contained in any instruments, either of record or
known to the applicable Borrower, at any time in force affecting such Property
or any part thereof, including, without limitation, any which may (a) require
repairs, modifications or alterations in or to such Property or any part
thereof, or (b) in any way limit the use and enjoyment thereof.

          "LENDER" shall mean Bear Stearns Commercial Mortgage, Inc., together
with its successors and assigns.

          "LICENSES" shall have the meaning set forth in Section 4.1.22 hereof.

          "LIEN" shall mean, with respect to a Property, any mortgage, deed of
trust, deed to secure debt, lien, pledge, hypothecation, assignment, security
interest, or any other encumbrance, charge or transfer of, on or affecting the
applicable Borrower, such Property, any portion thereof or any interest therein,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing, the filing of any financing statement, and mechanic's,
materialmen's and other similar liens and encumbrances.

          "LOAN" shall mean the entire loan made by Lender to the Borrowers,
collectively, pursuant to this Agreement, and evidenced by the Notes.

          "LOAN DOCUMENTS" shall mean, collectively, this Agreement, and the
Notes, the Mortgages, the Assignments of Leases and Rents, the Environmental
Indemnities, the Assignments of Management Agreement, the Indemnity Agreement,
the Guaranties and all other documents executed by a Borrower and/or delivered
in connection with the Loan.

          "LOCKBOX ACCOUNT" shall have the meaning specified in Section 2.6.3
hereof.

          "LOCKBOX BANK" shall have the meaning specified in Section 2.6.3
hereof.

          "MANAGEMENT AGREEMENT" shall mean, with respect to each Property, the
management agreement entered into by and between the applicable Borrower and the
Manager, pursuant to which the Manager is to provide management and other
services with respect to the Property.

          "MANAGER" shall mean Mid-America Management Corp., a Delaware
corporation, with respect to the Inland Park Place Property, and Inland
Northwest Management Corp. with respect to the Inland Western New Britain
Property.

          "MATURITY DATE" shall mean November 1, 2033, or such other date on
which the final payment of principal of the Note becomes due and payable as
therein or herein provided, whether at such stated maturity date, by declaration
of acceleration, or otherwise.

                                        7


          "MAXIMUM LEGAL RATE" shall mean the maximum nonusurious interest rate,
if any, that at any time or from time to time may be contracted for, taken,
reserved, charged or received on the indebtedness evidenced by the Notes and as
provided for herein or the other Loan Documents, under the laws of such state or
states whose laws are held by any court of competent jurisdiction to govern the
interest rate provisions of the Loan.

          "MONTHLY DEBT SERVICE PAYMENT AMOUNT" shall mean, with respect to the:

          Inland Park Place Note, an amount equal to $51,239.06, and

          Inland Western New Britain Note, an amount equal to $25,176.50.

          provided, however, following a prepayment of less than all of the
Notes, the amount shall be recalculated pursuant to Section 2.3.1 hereof.

          "MORTGAGE" shall mean, with respect to each Property, that certain
first priority mortgage, deed of trust, deed to secure debt or similar
instrument, as applicable, dated the date hereof, executed and delivered by the
applicable Borrower as security for the Loan and such Borrower's Guaranty
thereof and encumbering the applicable Property, as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time.

          "NET CASH FLOW" shall mean, with respect to any Property for any
period, the amount obtained by subtracting Operating Expenses and Capital
Expenditures for such period from Gross Income from Operations for such period.

          "NET CASH FLOW AFTER DEBT SERVICE" shall mean, with respect to any
Property for any period, the amount obtained by subtracting Debt Service for
such period from Net Cash Flow for such period.

          "NET CASH FLOW SCHEDULE" shall have the meaning set forth in Section
5.1.11(b) hereof.

          "NET OPERATING INCOME" shall mean the amount obtained by subtracting
from Gross Income from Operations (i) Operating Expenses, and (ii) a vacancy
allowance equal to the greater of (x) market vacancy (as reasonably determined
by Lender), less actual vacancy, and (y) underwritten vacancy of 5%, less actual
vacancy. Notwithstanding the foregoing, if actual vacancy exceeds market vacancy
and underwritten vacancy, then there shall be no adjustment for a vacancy
allowance.

          "NET PROCEEDS" shall have the meaning set forth in Section 6.4(b)
hereof.

          "NET PROCEEDS DEFICIENCY" shall have the meaning set forth in
Section 6.4(b)(vi) hereof.

          "NET PROCEEDS PREPAYMENT" shall have the meaning set forth in
SECTION 6.4(e) hereof.

                                        8


          "NOTE" shall mean, individually or collectively as the context
requires, the Inland Park Place Note and the Inland Western New Britain Note.

          "OFFICERS' CERTIFICATE" shall mean a certificate delivered to Lender
by a Borrower which is signed by the Sole Member.

          "OPERATING EXPENSES" shall mean, with respect to a Property, the total
of all expenditures, computed in accordance with accounting principles
reasonably acceptable to Lender, consistently applied, of whatever kind relating
to the operation, maintenance and management of such Property that are incurred
by Borrower on a regular monthly or other periodic basis, including without
limitation, utilities, ordinary repairs and maintenance, insurance, license
fees, property taxes and assessments, advertising expenses, management fees,
payroll and related taxes, computer processing charges, operational equipment or
other lease payments as approved by Lender, and other similar costs, but
excluding depreciation, Debt Service, Capital Expenditures and contributions to
the Reserve Funds.

          "OTHER CHARGES" shall mean, with respect to a Property, all ground
rents, maintenance charges, impositions other than Taxes, and any other charges,
including, without limitation, vault charges and license fees for the use of
vaults, chutes and similar areas adjoining such Property, now or hereafter
levied or assessed or imposed against such Property or any part thereof.

          "OTHER CONTRACT FUNDS" shall mean any payment due to a Borrower under
any of the agreements described on SCHEDULE X.

          "OUT PARCEL" shall have the meaning set forth in Section 2.7 hereof.

          "OUT PARCEL RELEASE CONDITIONS" shall have the meaning set forth in
Section 2.7 hereof.

          "PARK PLACE LOAN AGREEMENT" shall have the meaning set forth in the
Recitals hereto.

          "PARTIAL PREPAYMENT CONDITIONS" shall have the meaning set forth in
SCHEDULE II hereof.

          "PAYMENT DATE" shall mean the first (1st) day of each calendar month
during the term of the Loan or, if such day is not a Business Day, the
immediately succeeding Business Day.

          "PERMITTED ENCUMBRANCES" shall mean, with respect to a Property,
collectively, (a) the Liens and security interests created by the Loan
Documents, (b) all Liens, encumbrances and other matters disclosed in the Title
Insurance Policy relating to such Property or any part thereof, (c) Liens, if
any, for Taxes imposed by any Governmental Authority not yet due or delinquent,
and (d) such other title and survey exceptions as Lender has approved or may
approve in writing in Lender's reasonable discretion, which Permitted
Encumbrances in the aggregate do not materially adversely affect the value or
use of the Property or the applicable Borrower's ability to repay the Loan.

                                        9


          "PERMITTED INVESTMENTS" shall mean any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
including those issued by Servicer, the trustee under any Securitization or any
of their respective Affiliates, payable on demand or having a maturity date not
later than the Business Day immediately prior to the first Payment Date
following the date of acquiring such investment and meeting one of the
appropriate standards set forth below:

          (i)      obligations of, or obligations fully guaranteed as to payment
     of principal and interest by, the United States or any agency or
     instrumentality thereof provided such obligations are backed by the full
     faith and credit of the United States of America including, without
     limitation, obligations of: the U.S. Treasury (all direct or fully
     guaranteed obligations), the Farmers Home Administration (certificates of
     beneficial ownership), the General Services Administration (participation
     certificates), the U.S. Maritime Administration (guaranteed Title XI
     financing), the Small Business Administration (guaranteed participation
     certificates and guaranteed pool certificates), the U.S. Department of
     Housing and Urban Development (local authority bonds) and the Washington
     Metropolitan Area Transit Authority (guaranteed transit bonds); PROVIDED,
     HOWEVER, that the investments described in this clause must (A) have a
     predetermined fixed dollar of principal due at maturity that cannot vary or
     change, (B) if rated by S&P, must not have an "r" highlighter affixed to
     their rating, (C) if such investments have a variable rate of interest,
     such interest rate must be tied to a single interest rate index plus a
     fixed spread (if any) and must move proportionately with that index, and
     (D) such investments must not be subject to liquidation prior to their
     maturity;

          (ii)     Federal Housing Administration debentures;

          (iii)    obligations of the following United States government
     sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
     the Farm Credit System (consolidated systemwide bonds and notes), the
     Federal Home Loan Banks (consolidated debt obligations), the Federal
     National Mortgage Association (debt obligations), the Student Loan
     Marketing Association (debt obligations), the Financing Corp. (debt
     obligations), and the Resolution Funding Corp. (debt obligations);
     PROVIDED, HOWEVER, that the investments described in this clause must (A)
     have a predetermined fixed dollar of principal due at maturity that cannot
     vary or change, (B) if rated by S&P, must not have an "r" highlighter
     affixed to their rating, (C) if such investments have a variable rate of
     interest, such interest rate must be tied to a single interest rate index
     plus a fixed spread (if any) and must move proportionately with that index,
     and (D) such investments must not be subject to liquidation prior to their
     maturity;

          (iv)     federal funds, unsecured certificates of deposit, time
     deposits, bankers' acceptances and repurchase agreements with maturities of
     not more than 365 days of any bank, the short term obligations of which at
     all times are rated in the highest short term rating category by each
     Rating Agency (or, if not rated by all Rating Agencies, rated by at least
     one Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER,

                                       10


     that the investments described in this clause must (A) have a predetermined
     fixed dollar of principal due at maturity that cannot vary or change, (B)
     if rated by S&P, must not have an "r" highlighter affixed to their rating,
     (C) if such investments have a variable rate of interest, such interest
     rate must be tied to a single interest rate index plus a fixed spread (if
     any) and must move proportionately with that index, and (D) such
     investments must not be subject to liquidation prior to their maturity;

          (v)      fully Federal Deposit Insurance Corporation-insured demand
     and time deposits in, or certificates of deposit of, or bankers'
     acceptances issued by, any bank or trust company, savings and loan
     association or savings bank, the short term obligations of which at all
     times are rated in the highest short term rating category by each Rating
     Agency (or, if not rated by all Rating Agencies, rated by at least one
     Rating Agency in the highest short term rating category and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities); PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such investments have a variable rate of interest, such interest rate
     must be tied to a single interest rate index plus a fixed spread (if any)
     and must move proportionately with that index, and (D) such investments
     must not be subject to liquidation prior to their maturity;

          (vi)     debt obligations with maturities of not more than 365 days
     and at all times rated by each Rating Agency (or, if not rated by all
     Rating Agencies, rated by at least one Rating Agency and otherwise
     acceptable to each other Rating Agency, as confirmed in writing that such
     investment would not, in and of itself, result in a downgrade,
     qualification or withdrawal of the initial, or, if higher, then current
     ratings assigned to the Securities) in its highest long-term unsecured
     rating category; PROVIDED, HOWEVER, that the investments described in this
     clause must (A) have a predetermined fixed dollar of principal due at
     maturity that cannot vary or change, (B) if rated by S&P, must not have an
     "r" highlighter affixed to their rating, (C) if such investments have a
     variable rate of interest, such interest rate must be tied to a single
     interest rate index plus a fixed spread (if any) and must move
     proportionately with that index, and (D) such investments must not be
     subject to liquidation prior to their maturity;

          (vii)    commercial paper (including both non-interest-bearing
     discount obligations and interest-bearing obligations payable on demand or
     on a specified date not more than one year after the date of issuance
     thereof) with maturities of not more than 365 days and that at all times is
     rated by each Rating Agency (or, if not rated by all Rating Agencies, rated
     by at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) in its
     highest short-term unsecured debt rating; PROVIDED, HOWEVER, that the
     investments described in this clause must (A) have a predetermined fixed
     dollar of principal due at maturity that cannot vary or change, (B) if
     rated by S&P, must not have an "r" highlighter affixed to their rating, (C)
     if such

                                       11


     investments have a variable rate of interest, such interest rate must be
     tied to a single interest rate index plus a fixed spread (if any) and must
     move proportionately with that index, and (D) such investments must not be
     subject to liquidation prior to their maturity;

          (viii)   units of taxable money market funds, which funds are
     regulated investment companies, seek to maintain a constant net asset value
     per share and invest solely in obligations backed by the full faith and
     credit of the United States, which funds have the highest rating available
     from each Rating Agency (or, if not rated by all Rating Agencies, rated by
     at least one Rating Agency and otherwise acceptable to each other Rating
     Agency, as confirmed in writing that such investment would not, in and of
     itself, result in a downgrade, qualification or withdrawal of the initial,
     or, if higher, then current ratings assigned to the Securities) for money
     market funds; and

          (ix)     any other security, obligation or investment which has been
     approved as a Permitted Investment in writing by (a) Lender and (b) each
     Rating Agency, as evidenced by a written confirmation that the designation
     of such security, obligation or investment as a Permitted Investment will
     not, in and of itself, result in a downgrade, qualification or withdrawal
     of the initial, or, if higher, then current ratings assigned to the
     Securities by such Rating Agency;

PROVIDED, HOWEVER, that no obligation or security shall be a Permitted
Investment if (A) such obligation or security evidences a right to receive only
interest payments or (B) the right to receive principal and interest payments on
such obligation or security are derived from an underlying investment that
provides a yield to maturity in excess of 120% of the yield to maturity at par
of such underlying investment.

          "PERMITTED PREPAYMENT DATE" shall mean the date that is three (3)
years from the first day of the calendar month immediately following the Closing
Date.

          "PERSON" shall mean any individual, corporation, partnership, joint
venture, limited liability company, estate, trust, unincorporated association,
any federal, state, county or municipal government or any bureau, department or
agency thereof and any fiduciary acting in such capacity on behalf of any of the
foregoing.

          "PERSONAL PROPERTY" shall have the meaning set forth in the granting
clause of a Mortgage with respect to the applicable Property.

          "PHYSICAL CONDITIONS REPORT" shall mean, with respect to each
Property, a report prepared by a company satisfactory to Lender regarding the
physical condition of such Property, satisfactory in form and substance to
Lender in its sole discretion, which report shall, among other things, (a)
confirm that the Property and its use complies, in all material respects, with
all applicable Legal Requirements (including, without limitation, zoning,
subdivision and building laws) and (b) include a copy of a final certificate of
occupancy with respect to all Improvements on the Property.

          "POLICIES" shall have the meaning specified in Section 6.1(b) hereof.

          "PREPAYMENT CONSIDERATION" shall have the meaning set forth in
Section 2.3.1.

                                       12


          "PREPAYMENT RATE" shall mean the bond equivalent yield (in the
secondary market) on the United States Treasury Security that as of the
Prepayment Rate Determination Date has a remaining term to maturity closest to,
but not exceeding, the remaining term to the Maturity Date, as most recently
published in the "Treasury Bonds, Notes and Bills" section in The Wall Street
Journal as of the date of the related tender of the payment. If more than one
issue of United States Treasury Securities has the remaining term to the
Maturity Date referred to above, the "Prepayment Rate" shall be the yield on the
United States Treasury Security most recently issued as of such date. If the
publication of the Prepayment Rate in The Wall Street Journal is discontinued,
Lender shall determine the Prepayment Rate on the basis of "Statistical Release
H.15(519), Selected Interest Rates," or any successor publication, published by
the Board of Governors of the Federal Reserve System, or on the basis of such
other publication or statistical guide as Lender may reasonably select.

          "PREPAYMENT RATE DETERMINATION DATE" shall mean the date which is five
(5) Business Days prior to the prepayment date.

          "PROPERTY" shall mean, individually or collectively as the context
requires, the Inland Park Place Property and the Inland Western New Britain
Property.

          "PROVIDED INFORMATION" shall have the meaning set forth in Section
9.1(a) hereof.

          "QUALIFYING ENTITY" shall have the meaning set forth in Section
5.2.13(b) hereof.

          "QUALIFYING MANAGER" shall mean either (a) a reputable and experienced
management organization reasonably satisfactory to Lender, which organization or
its principals possess at least ten (10) years experience in managing properties
similar in size, scope and value of the Properties and which, on the date Lender
determines whether such management organization is a Qualifying Manager, manages
at least one million square feet of retail space, provided that a Borrower shall
have obtained prior written confirmation from the Rating Agency that management
of the applicable Property by such entity will not cause a downgrading,
withdrawal or qualification of the then current rating of the securities issued
pursuant to the Securitization, (b) the fee owner of the Property, provided that
such owner possesses experience in managing and operating properties similar in
size, scope and value of the Property, or (c) an organization whose principal
business is the management of properties for Inland Western Retail Real Estate
Trust, Inc., and which organization or its principals have at least ten (10)
years experience managing properties similar in size, scope and value to the
Property. Lender acknowledges that on the date hereof, Manager shall be deemed
to be a Qualifying Manager.

          "RATING AGENCIES" shall mean each of Standard & Poor's Ratings
Services, a division of McGraw-Hill, Inc., Moody's Investors Service, Inc. and
Fitch, Inc., or any other nationally-recognized statistical rating agency which
has been approved by Lender.

          "RATING SURVEILLANCE CHARGE" shall have the meaning set forth in
Section 9.3 hereof.

                                       13


          "RELATED DOCUMENTS" shall mean the Related Mortgage, as well as the
Assignment of Leases, Guaranty, and other Loan Documents executed by the
Borrower that is the obligor under the Release Note (hereinafter defined).

          "RELATED MORTGAGE" shall mean the Mortgage executed by the Borrower
that is the obligor under the Release Note (hereinafter defined).

          "RELEASE PRINCIPAL PREPAYMENT" shall have the meaning set forth in
Section 2.3.1(b) hereof.

          "RELATED PROPERTY" shall mean the Property encumbered by the Related
Mortgage.

          "RELEASE NOTE" shall have the meaning set forth in Section 2.3.1(b)
hereof.

          "RELEVANT LEASING THRESHOLD" shall mean, any Lease for an amount of
leaseable square footage equal to or greater than 10,000 square feet.

          "RELEVANT RESTORATION THRESHOLD" shall mean Three Hundred Fifty
Thousand and No/100 dollars ($350,000.00).

          "REMAINING MORTGAGES" shall mean, collectively, all of the Mortgages
executed by a Borrower under a Remaining Note.

          "REMAINING NOTES" shall mean, collectively, all of the Notes which are
NOT the Release Note, and which have not previously been a Release Note.

          "REMAINING PROPERTY" shall mean, collectively, the Properties
encumbered by the Remaining Mortgages.

          "REMIC TRUST" shall mean a "real estate mortgage investment conduit"
within the meaning of Section 860D of the Code that holds the Note.

          "RENTS" shall mean, with respect to a Property, all rents, rent
equivalents, moneys payable as damages or in lieu of rent or rent equivalents,
royalties (including, without limitation, all oil and gas or other mineral
royalties and bonuses), income, receivables, receipts, revenues, deposits
(including, without limitation, security, utility and other deposits), accounts,
cash, issues, profits, charges for services rendered, and other consideration of
whatever form or nature received by or paid to or for the account of or benefit
of the applicable Borrower or its agents or employees from any and all sources
arising from or attributable to such Property, and proceeds, if any, from
business interruption or other loss of income insurance, including the Other
Contract Funds.

          "REPLACEMENT RESERVE ACCOUNT" shall have the meaning set forth in
Section 7.3.1 hereof.

          "REPLACEMENT RESERVE FUND" shall have the meaning set forth in
Section 7.3.1 hereof.

                                       14


          "REPLACEMENT RESERVE MONTHLY DEPOSIT" shall have the meaning set forth
in Section 7.3.1 hereof.

          "REPLACEMENTS" shall have the meaning set forth in Section 7.3.1
hereof.

          "REQUIRED REPAIR ACCOUNT" shall have the meaning set forth in
Section 7.1.1. hereof.

          "REQUIRED REPAIR FUND" shall have the meaning set forth in Section
7.1.1. hereof.

          "REQUIRED REPAIRS" shall have the meaning set forth in Section 7.1.1
hereof.

          "RESERVE FUNDS" shall mean the Tax and Insurance Escrow Fund, the
Replacement Reserve Fund, the Required Repair Fund (if any) or any other escrow
fund established by the Loan Documents.

          "RESTORATION" shall have the meaning set forth in Section 6.2 hereof.

          "SECURITIES ACT" shall have the meaning set forth in Section 9.2
hereof.

          "SECURITIES" shall have the meaning set forth in Section 9.1 hereof.

          "SECURITIZATION" shall have the meaning set forth in Section 9.1
hereof.

          "SERVICER" shall have the meaning set forth in Section 9.6 hereof.

          "SERVICING AGREEMENT" shall have the meaning set forth in
Section 9.6 hereof.

          "SEVERED LOAN DOCUMENTS" shall have the meaning set forth in
Section 8.2(c) hereof.

          "SEVERING DOCUMENTATION" shall have the meaning set forth in Section
9.7 hereof.

          "SOLE MEMBER" shall mean Inland Western Retail Real Estate Trust,
Inc., which is the sole member of Inland Western New Britain Main, L.L.C. and
the sole member of the general partner of Inland Park Place Limited Partnership.

          "SPECIAL PURPOSE ENTITY" means a corporation, limited partnership,
limited liability company, or Delaware statutory trust which at all times on and
after the date hereof:

          (i)      is organized solely for the purpose of (A) acquiring,
     developing, owning, holding, selling, leasing, transferring, exchanging,
     managing and operating a Property, entering into this Agreement with the
     Lender, refinancing such Property in connection with a permitted repayment
     of the Loan, and transacting lawful business that is incident, necessary
     and appropriate to accomplish the foregoing; or (B) acting as a general
     partner of the limited partnership that owns such Property, a member of the
     limited liability

                                       15


     company that owns such Property or the beneficiary or trustee of a Delaware
     statutory trust that owns such Property;

          (ii)     is not engaged and will not engage in any business unrelated
     to (A) the acquisition, development, ownership, management or operation of
     a Property, (B) acting as general partner of the limited partnership that
     owns such Property, (C) acting as a member of the limited liability company
     that owns such Property, or (D) acting as the beneficiary or trustee of a
     Delaware statutory trust that owns such Property, as applicable;

          (iii)    does not have and will not have any assets other than those
     related to a Property or its partnership interest in the limited
     partnership, the member interest in the limited liability company or the
     beneficial interest in the Delaware statutory trust that owns such Property
     or acts as the general partner, managing member or beneficiary or trustee
     thereof, as applicable;

          (iv)     has not engaged, sought or consented to and will not engage
     in, seek or consent to any dissolution, winding up, liquidation,
     consolidation, merger, sale of all or substantially all of its assets,
     transfer of partnership, membership or beneficial or trustee interests (if
     such entity is a general partner in a limited partnership, a member in a
     limited liability company or a beneficiary of a Delaware trust) or
     amendment of its limited partnership agreement, articles of incorporation,
     articles of organization, certificate of formation, operating agreement or
     trust formation and governance documents (as applicable) with respect to
     the matters set forth in this definition;

          (v)      if such entity is a limited partnership, has as its only
     general partners, Special Purpose Entities that are corporations, limited
     partnerships or limited liability companies;

          (vi)     intentionally omitted;

          (vii)    if such entity is a limited liability company and such
     limited liability company has more than one member, such limited liability
     company has as its manager a Special Purpose Entity that is a corporation
     and that owns at least 1.0% (one percent) of the equity of the limited
     liability company;

          (vii)    if such entity is a limited liability company and such
     limited liability company has only one member, such limited liability
     company (a) has been formed under Delaware law, and (b) has either a
     corporation or other person or entity that shall become a member of the
     limited liability company upon the dissolution or disassociation of the
     member of the limited liability company upon the dissolution or
     disassociation of the member;

          (ix)     if such entity is (a) a limited liability company, has
     articles of organization, a certificate of formation and/or an operating
     agreement, as applicable, (b) a limited partnership, has a limited
     partnership agreement, (c) a corporation, has a certificate or articles of
     incorporation and/or bylaws, as applicable, or (d) a Delaware statutory
     trust, has organizational documents that, in each case, provide that such
     entity will not: (1) dissolve, merge, liquidate, consolidate; (2) except as
     permitted herein, sell all

                                       16


     or substantially all of its assets or the assets of the Borrower (as
     applicable) except as permitted herein; (3) engage in any other business
     activity, or amend its organizational documents with respect to the matters
     set forth in this definition without the consent of the Lender; or (4)
     without the affirmative vote of all directors of the corporation (that is
     such entity or the general partner or managing or co-managing member or
     manager of such entity), file a bankruptcy or insolvency petition or
     otherwise institute insolvency proceedings with respect to itself or to any
     other entity in which it has a direct or indirect legal or beneficial
     ownership interest;

          (x)      is solvent and pays its debts and liabilities (including, as
     applicable, shared personnel and overhead expenses) from its assets as the
     same become due, and is maintaining adequate capital for the normal
     obligations reasonably foreseeable in a business of its size and character
     and in light of its contemplated business operations;

          (xi)     has not failed and will not fail to correct any known
     misunderstanding regarding the separate identity of such entity;

          (xii)    will file its own tax returns; PROVIDED, however, that
     Borrower's assets and income may be included in a consolidated tax return
     of its parent companies if inclusion on such consolidated tax return is in
     compliance with applicable law;

          (xiii)   has maintained and will maintain its own resolutions and
     agreements;

          (xiv)    (a) has not commingled and will not commingle its funds or
     assets with those of any other Person and (b) has not participated and will
     not participate in any cash management system with any other Person, except
     with respect to a custodial account maintained by the Manager on behalf of
     Affiliates of Borrower and, with respect to funds in such custodial
     account, has separately accounted, and will continue to separately account
     for, each item of income and expense applicable to the Property and
     Borrower;

          (xv)     has held and will hold its assets in its own name;

          (xvi)    has conducted and will conduct its business in its name or in
     a name franchised or licensed to it by an entity other than an Affiliate of
     Borrower;

          (xvii)   has maintained and will maintain its balance sheets,
     operating statements and other entity documents separate from any other
     Person and has not permitted and will not permit its assets to be listed as
     assets on the financial statement of any other entity except as required or
     permitted by accounting principles reasonably acceptable to Lender,
     consistently applied; PROVIDED, HOWEVER, that (i) any such consolidated
     financial statement shall contain a note indicating that it maintains
     separate balance sheets and operating statements for the Borrower and the
     Property, or (ii) if such Person is controlled by Inland Western Retail
     Real Estate Trust, Inc., then such Person may be included in the
     consolidated financial statement of Inland Western Retail Real Estate
     Trust, Inc. provided such consolidated financial statement contains a note
     indicating that it maintains separate financial records for each Person
     controlled by Inland Western Retail Real Estate Trust, Inc.;

                                       17


          (xvii)   has a sufficient number of employees in light of its
     contemplated business operations, which may be none;

          (xix)    has observed and will observe all partnership, corporate,
     limited liability company or Delaware statutory trust formalities, as
     applicable;

          (xx)     has and will have no Indebtedness (including loans (whether
     or not such loans are evidenced by a written agreement) between Borrower
     and any Affiliates of Borrower and relating to the management of funds in
     the custodial account maintained by the Manager) other than (i) the Loan,
     (ii) liabilities incurred in the ordinary course of business relating to
     the ownership and operation of its Property and the routine administration
     of Borrower, which liabilities are not more than sixty (60) days past the
     date incurred (unless disputed in accordance with applicable law), are not
     evidenced by a note and are paid when due, and which amounts are normal and
     reasonable under the circumstances, and (iii) such other liabilities that
     are permitted pursuant to this Agreement;

          (xxi)    has not and will not assume or guarantee or become obligated
     for the debts of any Person or hold out its credit as being available to
     satisfy the obligations of any Person except (other than another Borrower),
     and as otherwise permitted pursuant to this Agreement;

          (xxii)   has not and will not acquire obligations or securities of its
     partners, members, beneficiaries or shareholders or any other Affiliate;

          (xxiii)  has allocated and will allocate fairly and reasonably any
     overhead expenses that are shared with any Affiliate, including, but not
     limited to, paying for shared office space and services performed by any
     employee of an affiliate;

          (xxiv)   has not maintained or used, and will not maintain or use,
     invoices and checks bearing the name of any other Person, PROVIDED,
     HOWEVER, that Manager, on behalf of such Person, may maintain and use
     invoices and checks bearing Manager's name;

          (xxv)    has not pledged and will not pledge its assets for the
     benefit of any other Person except as permitted or required pursuant to
     this Agreement;

          (xxvi)   has held itself out and identified itself and will hold
     itself out and identify itself as a separate and distinct entity under its
     own name or in a name franchised or licensed to it by an entity other than
     an Affiliate of Borrower and not as a division or part of any other Person,
     except for services rendered by Manager under the Management Agreement, so
     long as Manager holds itself out as an agent of the Borrower;

          (xxvii)  has maintained and will maintain its assets in such a manner
     that it will not be costly or difficult to segregate, ascertain or identify
     its individual assets from those of any other Person;

          (xxviii) has not made and will not make loans to any Person or hold
     evidence of indebtedness issued by any other person or entity (other than
     cash and investment-grade

                                       18


     securities issued by an entity that is not an Affiliate of or subject to
     common ownership with such entity);

          (xxix)   has not identified and will not identify its partners,
     members, beneficiaries or shareholders, or any Affiliate of any of them, as
     a division or part of it, and has not identified itself and shall not
     identify itself as a division of any other Person;

          (xxx)    has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except (A) in the ordinary course
     of its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party and (B)
     in connection with this Agreement;

          (xxxi)   does not and will not have any of its obligations guaranteed
     by any Affiliate except as otherwise required in the Loan Documents; and

          (xxxii)  has not entered into or been a party to, and will not enter
     into or be a party to, any transaction with its partners, members,
     beneficiaries, shareholders or Affiliates except (A) in the ordinary course
     of its business and on terms which are intrinsically fair, commercially
     reasonable and are no less favorable to it than would be obtained in a
     comparable arm's-length transaction with an unrelated third party and (B)
     in connection with this Agreement;

          (xxxiii) has complied and will comply with all of the terms and
     provisions contained in its organizational documents. The statement of
     facts contained in its organizational documents are true and correct and
     will remain true and correct.

          "STATE" shall mean, with respect to a Property, the State or
Commonwealth in which such Property or any part thereof is located.

          "SURVEY" shall mean, with respect to a Property, a survey of such
Property in question prepared by a surveyor licensed in the State and
satisfactory to Lender and the company or companies issuing the Title Insurance
Policies, and containing a certification of such surveyor satisfactory to
Lender.

          "TAX AND INSURANCE ESCROW FUND" shall have the meaning set forth in
Section 7.2 hereof regardless of whether the funds held therein are held by
Lender for the payment of Taxes or Insurance Premiums or both.

          "TAXES" shall mean, with respect to a Property, all real estate and
personal property taxes, assessments, water rates or sewer rents, now or
hereafter levied or assessed or imposed against such Property or any part
thereof.

          "TENANT" shall mean any person or entity with a possessory right to
all or any part of the Property pursuant to a Lease or other written agreement.

                                       19


          "TERRORISM INSURANCE GUARANTOR" shall have the meaning set forth in
Section 6.1 hereof.

          "TITLE INSURANCE POLICIES" shall mean, with respect to a Property, an
ALTA mortgagee title insurance policy in the form (acceptable to Lender) (or, if
the Property is in a State which does not permit the issuance of such ALTA
policy, such form as shall be permitted in such State and acceptable to Lender)
issued with respect to such Property and insuring the lien of the Mortgage
encumbering the Property.

          "TRANSFEREE" shall have the meaning set forth in Section 5.2.13
hereof.

          "U.S. OBLIGATIONS" shall mean direct non-callable obligations of the
United States of America as defined in Section 2(a)(16) of the Investment
Company Act as amended (15 USC 80a-1) stated in REMIC Section 1.86 OG-2(a)(8).

          "UCC" or "UNIFORM COMMERCIAL CODE" shall mean the Uniform Commercial
Code as in effect in the applicable State in which the applicable Property is
located.

          Section 1.2    PRINCIPLES OF CONSTRUCTION. All references to sections
and schedules are to sections and schedules in or to this Agreement unless
otherwise specified. All uses of the word "including" shall mean "including,
without limitation" unless the context shall indicate otherwise. Unless
otherwise specified, the words "hereof," "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement. Unless otherwise
specified, all meanings attributed to defined terms herein shall be equally
applicable to both the singular and plural forms of the terms so defined.

                                   ARTICLE II

                                  GENERAL TERMS

          Section 2.1    LOAN COMMITMENT; DISBURSEMENT TO BORROWER.

          2.1.1    THE LOAN. Subject to and upon the terms and conditions set
forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept
the Loan on the Closing Date.

          2.1.2    DISBURSEMENT TO BORROWER. Borrower may request and receive
only one borrowing hereunder in respect of the Loan and any amount borrowed and
repaid hereunder in respect of the Loan may not be reborrowed. Borrower
acknowledges that Lender disbursed $13,127,000.00 to Inland Park Place Limited
Partnership on October 31, 2003, and the outstanding principal amount of such
prior disbursement on the date hereof is $13,127,000.00.

          2.1.3    THE NOTE, MORTGAGE AND LOAN DOCUMENTS. The Loan shall be
evidenced by the Inland Park Place Note and the Inland Western New Britain Note,
collectively, and shall be secured by a Mortgage, an Assignment of Leases, a
Guaranty and certain other Loan Documents signed by each Borrower.

                                       20


          2.1.4    USE OF PROCEEDS. Each Borrower shall use the proceeds of the
Loan to (a) acquire its Property and/or repay and discharge any existing loans
relating to its Property, (b) pay all past-due Basic Carrying Costs, if any, in
respect of its Property, (c) make deposits into the Reserve Funds on the Closing
Date in the amounts provided herein, (d) pay costs and expenses incurred in
connection with the closing of the Loan, as approved by Lender, (e) fund any
working capital requirements of its Property, and (f) distribute the balance, if
any, to Borrower.

          Section 2.2    INTEREST; LOAN PAYMENTS; LATE PAYMENT CHARGE.

          2.2.1    INTEREST GENERALLY. Interest on the outstanding principal
balance of the Loan shall accrue from the Closing Date to but excluding the
Anticipated Repayment Date at the Interest Rate, and from the Anticipated
Repayment Date to but excluding the Maturity Date at the Hyper-Am Rate.

          2.2.2    INTEREST CALCULATION. Interest on the outstanding principal
balance of the Loan shall be calculated on the basis of a three hundred sixty
(360) day year comprised of twelve (12) months of thirty (30) days each, except
that interest due and payable for a period of less than a full month shall be
calculated by multiplying the actual number of days elapsed in the period for
which the calculation is being made by a daily rate based on a three hundred
sixty (360) day year.

          2.2.3    PAYMENTS GENERALLY. Borrower shall pay to Lender (a) on the
Closing Date, an amount equal to (i) interest only on the outstanding principal
balance of the Inland Park Place Note at an interest rate of 4.71% per annum
(the interest rate set forth in the Park Place Loan Agreement) from the first
day of the month in which the Closing Date occurs up to but not including the
first Payment Date following the Closing Date, plus (ii) interest only on the
outstanding principal balance of the Inland Western New Britain Note at an
interest rate of 4.631% per annum from the Closing Date up to but not including
the first Payment Date following the Closing Date; and (b) on March 1, 2004 and
each Payment Date thereafter up to but not including the Anticipated Repayment
Date, an amount equal to the Monthly Debt Service Payment Amount, which payments
shall be applied to accrued and unpaid interest at the Interest Rate.

          2.2.4    PAYMENTS AFTER ANTICIPATED REPAYMENT DATE. On each Payment
Date after the Anticipated Repayment Date up to but not including the Maturity
Date, in addition to the Monthly Debt Service Payment Amount, Borrower shall pay
to Lender any Excess Cash Flow for the calendar month preceding such Payment
Date. Each such payment of Excess Cash Flow, together with any remaining amount
of the Monthly Debt Service Payment Amount paid on such date after the payment
of interest on the outstanding principal balance of the Loan at the Interest
Rate, shall be applied (i) first, to the prepayment of outstanding principal
until the Loan has been paid in full, and (ii) next, to the payment of the
difference, if any, between (y) the sum of (i) interest accrued and unpaid on
the principal amount of the Loan at the Hyper-Am Rate and (ii) interest on such
accrued and unpaid interest at the Hyper-Am Rate and (z) the interest paid at
the Interest Rate on such Payment Date.

                                       21


          2.2.5    PAYMENT ON MATURITY DATE. Borrower shall pay to Lender on the
Maturity Date the outstanding principal balance of the Loan, all accrued and
unpaid interest and all other amounts due hereunder and under the Notes, the
Mortgages and other the Loan Documents.

          2.2.6    PAYMENTS AFTER DEFAULT. Upon the occurrence and during the
continuance of an Event of Default, interest on the outstanding principal
balance of the Loan and, to the extent permitted by law, overdue interest and
other amounts due in respect of the Loan, shall accrue at the Default Rate,
calculated from the date such payment was due without regard to any grace or
cure periods contained herein. Interest at the Default Rate shall be computed
from the occurrence of the Event of Default until the actual receipt and
collection of the Debt (or that portion thereof that is then due). To the extent
permitted by applicable law, interest at the Default Rate shall be added to the
Debt, shall itself accrue interest at the same rate as the Loan and shall be
secured by the Mortgage. This paragraph shall not be construed as an agreement
or privilege to extend the date of the payment of the Debt, nor as a waiver of
any other right or remedy accruing to Lender by reason of the occurrence of any
Event of Default and Lender retains its rights under the Note and this Agreement
to accelerate and to continue to demand payment of the Debt upon the happening
and continuance of any Event of Default.

          2.2.7    LATE PAYMENT CHARGE. If any principal, interest or any other
sums due under the Loan Documents is not paid by Borrower within five (5) days
after the date on which it is due, Borrower shall pay to Lender upon demand an
amount equal to the lesser of five percent (5%) of such unpaid sum or the
maximum amount permitted by applicable law in order to defray the expense
incurred by Lender in handling and processing such delinquent payment and to
compensate Lender for the loss of the use of such delinquent payment. Any such
amount shall be secured by the Mortgages and the other Loan Documents to the
extent permitted by applicable law. The foregoing late payment charge shall not
apply to the payment of all outstanding principal, interest and other sums due
on the Maturity Date.

          2.2.8    USURY SAVINGS. Notwithstanding anything to the contrary
contained in this Agreement, the Note, the Mortgage, or any of the other Loan
Documents, neither the Applicable Interest Rate nor the Default Rate shall at
any time exceed the Maximum Rate. The term "Maximum Rate," as used herein, shall
mean, on any day, the highest nonusurious rate of interest (if any) permitted by
applicable law on such day. With respect to the Inland Park Place Note, for
purposes of Chapter 303 of the Texas Finance Code, as it may from time to time
be amended, the Maximum Rate shall be the "weekly ceiling" as defined in Section
303.002 of said Code and as computed in accordance with Section 303.003 of said
Code, from time to time in effect; provided, however, that to the extent
permitted by applicable law, Lender reserves the right to change, from time to
time by further notice and disclosure to Borrower, the ceiling on which the
Maximum Rate is based under Chapter 303 of said Code; and, provided further,
that the "highest nonusurious rate of interest permitted by applicable law" for
purposes of this Agreement, the Note, the Mortgage or any of the other Loan
Documents shall not be limited to the applicable rate ceiling under Chapter 303
of said Code if federal laws or other state laws now or hereafter in effect and
applicable to this Agreement, the Note, the Mortgage or any of the other Loan
Documents (and the interest contracted for, charged and collected hereunder)
shall permit a higher rate of interest. In no event shall the Loan be considered
a revolving credit account as defined in Chapter 346 of the Texas Finance Code,
as may be hereafter amended or recodified.

                                       22


     It is the intention of the parties hereto to comply with all applicable
usury laws of the United States of America, including, but not limited to, the
laws of the State of Texas, if applicable. The parties hereto do not intend to
contract for, charge or receive any interest or other charge which is usurious,
and by execution of this Agreement, the Note, the Mortgage or any of the other
Loan Documents, Borrower agrees that Lender has no such intent. This Agreement,
the Note, the Mortgage, the other Loan Documents and all other agreements
between Borrower and Lender or any other holder hereof, which are now existing
or hereafter arising, whether written or oral, are hereby expressly limited so
that in no event whatsoever, whether by reason of acceleration of maturity
hereof, or otherwise, shall the amount paid, or agreed to be paid, to Lender or
any other holder hereof for the use, forbearance or detention of the money to be
due hereunder or otherwise, or for the payment or performance of any covenant or
obligation contained herein or in any other document evidencing, securing or
pertaining to the Debt, exceed the Maximum Rate. If from any circumstance
whatsoever fulfillment of any provisions hereof or other document, at the time
performance of such provisions shall be due, shall involve transcending the
valid limits prescribed by law, then ipso facto, the obligation to be fulfilled
shall be reduced to the Maximum Rate, and if from any such circumstance Lender
or any other holder shall ever receive as interest or otherwise an amount which
will exceed the Maximum Rate, such amount which would be excessive interest
shall be applied (without Prepayment Consideration or other prepayment penalty
or premium) to the reduction of the principal amount owing hereunder or on
account of any other principal indebtedness of Borrower to the holder and not to
the payment of interest, or if such excessive interest exceeds the unpaid
balance of principal hereof and such other indebtedness, such excess shall be
refunded to Borrower. All sums paid and agreed to be paid to Lender or any other
holder for use, forbearance or detention of the indebtedness of Borrower shall,
to the extent permitted by applicable law, be amortized, prorated, allocated,
and spread throughout the period until payment in full on the Note (or any
renewals, extensions and rearrangement thereof) so that the actual rate of
interest on account of the Debt is uniform throughout the term of the Note (and
all renewals, extensions and rearrangements hereof) and does not exceed the
Maximum Rate. The terms and provisions of this Article 2.2.8 shall control and
supersede any other provision of this Note or the other Loan Documents.

          Section 2.3    PREPAYMENTS.

          2.3.1    VOLUNTARY PREPAYMENTS.

          (a)      Except as otherwise provided herein, Borrower shall not have
the right to prepay the Loan in whole or in part prior to the Permitted
Prepayment Date. After the Permitted Prepayment Date, Borrower may, provided it
has given Lender prior written notice in accordance with the terms of this
Agreement, prepay the unpaid principal balance of the Loan in whole, but
(subject to Section 2.3.1(b) below) not in part, by paying, together with the
amount to be prepaid, (i) interest accrued and unpaid on the outstanding
principal balance of the Loan to and including the date of prepayment, (ii)
unless prepayment is tendered on a Payment Date, an amount equal to the interest
that would have accrued on the amount being prepaid after the date of prepayment
through and including the next Payment Date had the prepayment not been made
(which amount shall constitute additional consideration for the prepayment),
(iii) all other sums then due under

                                       23


this Agreement, the Notes, the Mortgages and the other Loan Documents, and (iv)
if the prepayment occurs prior to the date which is one month prior to the
Maturity Date, a prepayment consideration (the "PREPAYMENT CONSIDERATION") equal
to the greater of (A) one percent (1%) of the outstanding principal balance of
the Loan being prepaid or (B) the excess, if any, of (1) the sum of the present
values of all then-scheduled payments of principal and interest under this
Agreement including, but not limited to, principal and interest on the Maturity
Date (with each such payment discounted to its present value at the date of
prepayment at the rate which, when compounded monthly, is equivalent to the
Prepayment Rate), over (2) the aggregate outstanding principal amount of the
Notes. Lender shall notify Borrower of the amount and the basis of determination
of the required prepayment consideration:

          (b)      After the Permitted Prepayment Date, Borrower may, provided
it has satisfied the Partial Prepayment Conditions, prepay the unpaid principal
balance of any one or more individual Notes (such Note or Notes being the
"RELEASE NOTE") in whole, but not in part, and obtain a release of the Related
Documents, by paying, (i) an amount equal to 115% of the outstanding principal
balance of the Release Note (such amount being referred to herein as the
"RELEASE PRINCIPAL PAYMENT"), (ii) interest accrued and unpaid on the Release
Principal Payment at the applicable Interest Rate to and including the date of
prepayment, (iii) unless prepayment is tendered on a Payment Date, an amount
equal to the interest that would have accrued on the Release Principal Payment
after the date of prepayment through and including the next Payment Date had the
prepayment not been made (which amount shall constitute additional consideration
for the prepayment), (iv) all other sums then due under this Agreement, the
Release Note, the Release Mortgage and the other Loan Documents, and (v) the
Prepayment Consideration (calculated on the amount of the Release Principal
Payment). From the Release Principal Payment, an amount equal to 15% of the
outstanding principal balance of the Release Note shall be applied to the
outstanding principal balance of the Remaining Note; the Monthly Debt Service
Payment Amount under the Remaining Note shall be recalculated based on the
Initial Rate and the unpaid principal balance effective as of the day following
the next occurring Payment Date. Lender promptly shall notify Borrower in
writing of the new Monthly Debt Service Payment Amount with respect to the
Remaining Note.

          (c)      On October 1, 2008, and on each day thereafter through the
Maturity Date, Borrower may, at its option, prepay the Debt in whole or in part
(including a Hyper-Am Prepayment) without payment of any Prepayment
Consideration or other penalty or premium; PROVIDED, HOWEVER, if such prepayment
(other than a Hyper-Am Prepayment) is not paid on a regularly scheduled Payment
Date, such prepayment shall include interest that would have accrued on such
prepayment through and including the day immediately preceding the next Payment
Date. Except in connecton with a Hyper-Am Prepayment, Borrower's right to prepay
any portion of the principal balance of the Loan shall be subject to (i)
Borrower's submission of a notice to Lender setting forth the amount to be
prepaid and the projected date of prepayment, which date shall be no less than
thirty (30) days from the date of such notice, and (ii) Borrower's actual
payment to Lender of the amount to be prepaid as set forth in such notice on the
projected date set forth in such notice or any day following such projected date
occurring in the same calendar month as such projected date.

          2.3.2    MANDATORY PREPAYMENTS.

                                       24


          (a)      On the next occurring Payment Date following the date on
which Borrower actually receives any Net Proceeds, if Lender is not obligated to
make such Net Proceeds available to Borrower pursuant to this Agreement for the
restoration of the applicable Property, Borrower shall, at Lender's option,
prepay the outstanding principal balance of the applicable Note in an amount
equal to one hundred percent (100%) of such Net Proceeds. No Prepayment
Consideration or other penalty or premium shall be due in connection with any
prepayment made pursuant to this Section 2.3.2(a). Any partial prepayment under
this Section shall be applied to the last payments of principal due under the
applicable Note.

          (b)      On the date on which Borrower tenders a Casualty/Condemnation
Prepayment pursuant to Section 6.4(e) below, such tender shall include (a) all
accrued and unpaid interest and the principal indebtedness being prepaid,
including interest on the outstanding principal amount of the applicable Note
through the last day of the month within which such tender occurs, and (b) any
other sums due hereunder relating to the applicable Note. Except as set forth in
this Section 2.3.2(b), other than following an Event of Default, no Prepayment
Consideration or other penalty or premium shall be due in connection with any
Casualty/Condemnation Prepayment.

          2.3.3    PREPAYMENTS AFTER DEFAULT. Following an Event of Default, if
Borrower or anyone on Borrower's behalf makes a tender of payment of all or any
portion of the Debt at any time prior to a foreclosure sale (including a sale
under the power of sale under a Mortgage), or during any redemption period after
foreclosure, (i) the tender of payment shall constitute an evasion of Borrower's
obligation to pay any Prepayment Consideration due under this Agreement and such
payment shall, therefore, to the maximum extent permitted by law, include a
premium equal to the Prepayment Consideration that would have been payable on
the date of such tender had the Loan not been so accelerated, or (ii) if at the
time of such tender a prepayment of the principal amount of the Loan would have
been prohibited under this Agreement had the principal amount of the Loan not
been so accelerated, the tender of payment shall constitute an evasion of such
prepayment prohibition and shall, therefore, to the maximum extent permitted by
law, include an amount equal to the greater of (i) 1% of the then principal
amount of the Loan (or the relevant portion thereof being prepaid) and (ii) an
amount equal to the excess of (A) the sum of the present values of a series of
payments payable at the times and in the amounts equal to the payments of
principal and interest (including, but not limited to the principal and interest
payable on the Maturity Date) which would have been scheduled to be payable
after the date of such tender under this Agreement had the Loan (or the relevant
portion thereof) not been accelerated, with each such payment discounted to its
present value at the date of such tender at the rate which when compounded
monthly is equivalent to the Prepayment Rate, over (B) the then principal amount
of the Loan.

          Section 2.4    INTENTIONALLY OMITTED.

          Section 2.5    RELEASE OF PROPERTY. Except as set forth in this
Section 2.5, no repayment or prepayment of all or any portion of the Loan shall
cause, give rise to a right to require, or otherwise result in, the release of
any Lien of the Mortgage on any Property. If Borrower has elected to prepay the
entire amount of the Loan pursuant to Section 2.3.1(a) or 2.3.1(c), and the
requirements of this Section 2.5 have been satisfied, the Property shall be
released from the Lien of the Mortgages.

                                       25


          2.5.1    RELEASE ON PAYMENT IN FULL. Lender shall, upon the written
request and at the expense of Borrower, upon payment in full of all principal
and interest on the Loan and all other amounts due and payable under the Loan
Documents in accordance with the terms and provisions of Section 2.3.1(a) or
2.3.1(c) of this Loan Agreement, release the Lien of the Mortgages on the
Properties not theretofore released.

          2.5.2    RELEASE UPON PREPAYMENT OF RELEASE NOTE. Lender shall, upon
the written request and at the expense of Borrower, upon prepayment in full of a
Release Note in accordance with the terms and provisions of Section 2.3.1(b) of
this Loan Agreement, release the Lien of the Related Mortgage and the other
Related Documents.

          Section 2.6    MANNER OF MAKING PAYMENTS.

          2.6.1    MAKING OF PAYMENTS. Each payment by Borrower hereunder or
under the Notes shall be made in funds settled through the New York Clearing
House Interbank Payments System or other funds immediately available to Lender
by 1:00 pm., New York City time, on the date such payment is due, to Lender by
deposit to such account as Lender may designate by written notice to Borrower.
Whenever any payment hereunder or under the Notes shall be stated to be due on a
day which is not a Business Day, such payment shall be made on the next
succeeding Business Day.

          2.6.2    NO DEDUCTIONS, ETC. All payments made by Borrower hereunder
or under the Notes or the other Loan Documents shall be made irrespective of,
and without any deduction for, any setoff, defense or counterclaims.

          2.6.3    HYPER-AMORTIZATION/CASH MANAGEMENT. Upon a Cash Management
Trigger, Borrower shall enter into a cash management agreement with a bank
acceptable to Lender (the "LOCKBOX BANK") in form and substance acceptable to
Lender, which shall provide, among other things, that upon a Hyper-Am Trigger,
all Tenants shall deposit Rent and other receivables related to the Property
directly into an account (the "LOCKBOX ACCOUNT"), which account shall be owned
by and under the sole dominion and control of Lender. Upon a Cash Management
Trigger, Borrower shall deliver to Lender executed notices, which shall be
irrevocable by Borrower and otherwise in form acceptable to Lender in its
reasonable discretion, directing each Tenant to pay Rent and other sums due to
Borrower pursuant to its Lease directly to the Lockbox Bank. Upon a Hyper-Am
Trigger, Lender shall be automatically authorized to send such letter to each
Tenant, and on each Payment Date thereafter, the Lender shall apply funds in the
Lockbox Account to pay (i) debt service, (ii) required reserves, (iii) fees of
the Lockbox Bank, (iv) budgeted Operating Expenses and Capital Expenditures for
the Property, and (v) extraordinary operating expenses and capital expenses not
budgeted but approved by Lender, which shall be described in the cash management
agreement. Funds remaining in the Lockbox Account after payment of the foregoing
items (i) thru (v) shall be deemed "EXCESS CASH FLOW." Borrower shall be
responsible for the costs associated with the Lockbox Account. An insufficiency
of Funds in the Lockbox Account shall not obviate, reduce or otherwise effect
Borrower's obligations hereunder, under the Note or other Loan Documents.

          Section 2.7    RELEASE OF OUT PARCELS. Lender acknowledges that Inland
Park Place Limited Partnership has requested the right to obtain a future
release of two (2) currently

                                       26


unimproved portions of its Property to be delineated after the date hereof
(together with any appurtenant easements approved by Lender, each an "OUT
PARCEL," collectively, the "OUT PARCELS"). Lender hereby agrees that,
notwithstanding the provisions of Section 2.5 hereof, subject to the terms and
conditions set forth in this Section 2.7, such Borrower may obtain a release of
the Lien of the applicable Mortgage (and the related Loan Documents) encumbering
its Property from the Out Parcels, provided that (a) no Event of Default has
occurred and is continuing, (b) such Borrower provides Lender with a written
request for such a release, and (c) such Borrower satisfies within ninety (90)
days of the date Lender receives such written request each of the conditions
listed on Schedule V hereof (the "OUT PARCELS RELEASE CONDITIONS")."

                                   ARTICLE III

                              CONDITIONS PRECEDENT

          Section 3.1    CONDITIONS PRECEDENT TO CLOSING. The obligation of
Lender to make the Loan hereunder is subject to the fulfillment by Borrower or
waiver by Lender of the following conditions precedent no later than the Closing
Date:

          3.1.1    REPRESENTATIONS AND WARRANTIES; COMPLIANCE WITH CONDITIONS.
The representations and warranties of Borrower contained in this Agreement and
the other Loan Documents shall be true and correct in all material respects on
and as of the Closing Date with the same effect as if made on and as of such
date, and no Default or an Event of Default shall have occurred and be
continuing; and Borrower shall be in compliance in all material respects with
all terms and conditions set forth in this Agreement and in each other Loan
Document on its part to be observed or performed.

          3.1.2    LOAN AGREEMENT AND NOTE. Lender shall have received an
original copy of this Agreement and the Notes, in each case, duly executed and
delivered by each Borrower.

          3.1.3    DELIVERY OF LOAN DOCUMENTS; TITLE INSURANCE; REPORTS; LEASES,
ETC.

          (a)      MORTGAGES, ASSIGNMENTS OF LEASES AND OTHER LOAN DOCUMENTS.
Lender shall have received from each Borrower fully executed and acknowledged
counterparts of the applicable Mortgage and the Assignment of Leases, and
evidence that counterparts of the Mortgage and Assignment of Leases have been
delivered to the title company for recording, in the reasonable judgment of
Lender, so as to effectively create upon such recording valid and enforceable
first priority Liens upon the Property in favor of Lender (or such trustee as
may be required under local law), subject only to the Permitted Encumbrances and
such other Liens as are permitted pursuant to the Loan Documents. Lender shall
have also received from each Borrower fully executed counterparts of the
Assignment of Management Agreement and other Loan Documents.

          (b)      TITLE INSURANCE. Lender shall have received a Title Insurance
Policy (or Title Insurance Policies, as applicable) issued by a title company
acceptable to Lender and dated as of the Closing Date. Such Title Insurance
Policy shall (i) provide coverage in an amount equal to the principal amount of
the Loan allocated to the applicable Property together with a "tie-in" or
similar endorsement, if applicable and available, with respect to any Title
Insurance

                                       27


Policies related to other Properties, (ii) insure Lender that each Mortgage
creates a valid first priority lien on the Property encumbered thereby, free and
clear of all exceptions from coverage other than Permitted Encumbrances and
standard exceptions and exclusions from coverage (as modified by the terms of
any endorsements), (iii) contain such endorsements and affirmative coverages as
Lender may reasonably request, and (iv) name Lender, its successors and assigns,
as the insured. The Title Insurance Policy shall be assignable without cost to
Lender. Lender also shall have received evidence that all premiums in respect of
such Title Insurance Policy have been paid.

          (c)      SURVEY. Lender shall have received a title survey for each
Property, certified to the title company and Lender and their successors and
assigns, in form and content satisfactory to Lender and prepared by a
professional and properly licensed land surveyor satisfactory to Lender in
accordance with the most recent Minimum Standard Detail Requirements for
ALTA/ACSM Land Title Surveys. The following additional items from the list of
"Optional Survey Responsibilities and Specifications" (Table A) should be added
to each survey: 2, 3, 4, 6, 8, 9, 10, 11 and 13. The survey shall reflect the
same legal description contained in the Title Insurance Policy relating to the
Property referred to in clause (ii) above and shall include, among other things,
a legal description of the real property comprising part of such Property
reasonably satisfactory to Lender. The surveyor's seal shall be affixed to each
survey and the surveyor shall provide a certification for each survey in form
and substance acceptable to Lender.

          (d)      INSURANCE. Lender shall have received valid certificates of
insurance for the policies of insurance required hereunder, satisfactory to
Lender in its sole discretion, and evidence of the payment of all premiums
payable for the existing policy period.

          (e)      ENVIRONMENTAL REPORTS. Lender shall have received an
environmental report in respect of each Property, in each case reasonably
satisfactory to Lender.

          (f)      ZONING. With respect to each Property, Lender shall have
received, at Lender's option, (i) letters or other evidence with respect to the
Property from the appropriate municipal authorities (or other Persons)
concerning applicable zoning and building laws, (ii) an ALTA 3.1 zoning
endorsement for the Title Insurance Policy or (iii) other evidence of zoning
compliance, in each case in substance reasonably satisfactory to Lender.

          (g)      ENCUMBRANCES. Borrower shall have taken or caused to be taken
such actions in such a manner so that Lender has a valid and perfected first
Lien on each Property as of the Closing Date with respect to the applicable
Mortgage, subject only to applicable Permitted Encumbrances and such other Liens
as are permitted pursuant to the Loan Documents, and Lender shall have received
satisfactory evidence thereof.

          3.1.4    RELATED DOCUMENTS. Each additional document not specifically
referenced herein, but relating to the transactions contemplated herein, shall
have been duly authorized, executed and delivered by all parties thereto and
Lender shall have received and approved certified copies thereof.

                                       28


          3.1.5    DELIVERY OF ORGANIZATIONAL DOCUMENTS. On or before the
Closing Date, each Borrower shall deliver or cause to be delivered to Lender
copies certified by such Borrower of all organizational documentation related to
Borrower and/or the formation, structure, existence, good standing and/or
qualification to do business, as Lender may request in its sole discretion,
including, without limitation, good standing certificates, qualifications to do
business in the appropriate jurisdictions, resolutions authorizing the entering
into of the Loan and incumbency certificates as may be requested by Lender.

          3.1.6    OPINIONS OF BORROWER'S COUNSEL. Lender shall have received
opinions of Borrower's counsel (and if applicable, Borrower's local counsel)
with respect to due execution, authority, enforceability of the Loan Documents
and such other matters as Lender may reasonably require, all such opinions in
form, scope and substance reasonably satisfactory to Lender and Lender's counsel
in their reasonable discretion.

          3.1.7    BUDGETS. Each Borrower has delivered, and Lender has
approved, the Annual Budget for its Property for the current Fiscal Year.

          3.1.8    BASIC CARRYING COSTS. Each Borrower shall have paid all Basic
Carrying Costs relating to its Property which are in arrears, including without
limitation, (a) accrued but unpaid insurance premiums relating to the Property,
(b) currently due and payable Taxes (including any in arrears) relating to the
Property, and (c) currently due Other Charges relating to the Property, which
amounts shall be funded with proceeds of the Loan.

          3.1.9    COMPLETION OF PROCEEDINGS. All organizational proceedings
taken or to be taken in connection with the transactions contemplated by this
Agreement and other Loan Documents and all documents incidental thereto shall be
reasonably satisfactory in form and substance to Lender, and Lender shall have
received all such counterpart originals or certified copies of such documents as
Lender may reasonably request.

          3.1.10   PAYMENTS. All payments, deposits or escrows required to be
made or established by Borrower under this Agreement, the Notes and the other
Loan Documents on or before the Closing Date shall have been paid.

          3.1.11   TENANT ESTOPPELS. Borrower shall exercise reasonable
commercial efforts to deliver estoppel letters from Tenants occupying not less
than eighty percent (80%) of the gross leasable area of the Inland Park Place
Property; provided, however, that, in the event that Borrower is unable to
deliver some or all of the estoppels described above in this Section 3.1.11,
Lender agrees that the requirement to deliver such letters to Lender shall be
waived by Lender as a condition precedent to the closing of the Loan so long as
Borrower delivers on or before the Closing Date, a certificate executed by
Borrower with respect to all applicable leases which shall be in substantially
the same form and contain the same terms as set forth in Lender's standard form
of estoppel certificate. Borrower shall deliver to Lender an estoppel letter
executed by Anchor Tenant in form reasonably acceptable to Lender.

          3.1.12   TRANSACTION COSTS. Borrower shall have paid or reimbursed
Lender for all title insurance premiums, recording and filing fees or taxes,
costs of environmental reports, Physical Conditions Reports, appraisals and
other reports, the fees and costs of Lender's counsel

                                       29


and all other third party out-of-pocket expenses incurred in connection with the
origination of the Loan.

          3.1.13   MATERIAL ADVERSE CHANGE. There shall have been no material
adverse change in the financial condition or business condition of any Borrower,
any Property or Anchor Tenant since the date of the most recent financial
statements delivered to Lender. The income and expenses of each Property, the
occupancy leases thereof, and all other features of the transaction shall be as
represented to Lender without material adverse change. Neither a Borrower nor
any of its constituent Persons shall be the subject of any bankruptcy,
reorganization, or insolvency proceeding.

          3.1.14   LEASES AND RENT ROLL. Lender shall have received copies of
all tenant leases, certified copies of any tenant leases as requested by Lender
and certified copies of all ground leases affecting each Property. Lender shall
have received a current certified rent roll of each Property, reasonably
satisfactory in form and substance to Lender.

          3.1.15   SUBORDINATION AND ATTORNMENT. Lender shall have received
appropriate instruments acceptable to Lender in its commercially reasonable
discretion subordinating any Leases of record prior to the Mortgage and
including an agreement by such Tenants to attorn to Lender in the event of a
foreclosure or delivery of a deed in lieu thereof.

          3.1.16   TAX LOT. Lender shall have received evidence that each
Property constitutes one (1) or more separate tax lots, which evidence shall be
reasonably satisfactory in form and substance to Lender.

          3.1.17   PHYSICAL CONDITIONS REPORTS. Lender shall have received
Physical Conditions Reports with respect to each Property, which reports shall
be reasonably satisfactory in form and substance to Lender.

          3.1.18   MANAGEMENT AGREEMENT. Lender shall have received a certified
copy of the Management Agreement with respect to each Property which shall be
satisfactory in form and substance to Lender. Lender acknowledges that it has
reviewed the Management Agreement, and as drafted, such Management Agreement
does not violate Borrower's covenant that affiliated agreements be on terms
which are intrinsically fair, commercially reasonable and are no less favorable
to it than would be obtained in a comparable arm's-length transaction with an
unrelated third party.

          3.1.19   APPRAISAL. Lender shall have received an appraisal of each
Property, which shall be satisfactory in form and substance to Lender.

          3.1.20   FINANCIAL STATEMENTS. Lender shall have received (a) balance
sheet with respect to each Property for the two most recent Fiscal Years and
statements of income and statements of cash flows with respect to each Property
for the three most recent Fiscal Years, each in form and substance reasonably
satisfactory to Lender or (b) such other financial statements relating to the
ownership and operation of each Property, in form and substance reasonably
satisfactory to Lender.

                                       30


          3.1.21   FURTHER DOCUMENTS. Lender or its counsel shall have received
such other and further approvals, opinions, documents and information as Lender
or its counsel may have reasonably requested including the Loan Documents in
form and substance reasonably satisfactory to Lender and its counsel.

          3.1.22   ENVIRONMENTAL INSURANCE. If required by Lender, Borrower
shall have obtained a secured creditor environmental insurance policy with
respect to one or more of the Properties, as designated by Lender, which shall
be in form and substance satisfactory to Lender. Any such policy shall have a
term not less than the term of the Loan. Borrower shall have provided to Lender
evidence that the premiums for all such policies has been paid in full.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          Section 4.1    BORROWER REPRESENTATIONS. Each Borrower represents and
warrants as of the date hereof and as of the Closing Date that:

          4.1.1    ORGANIZATION. Borrower has been duly organized and is validly
existing and in good standing with requisite power and authority to own its
Property and to transact the businesses in which it is now engaged. Borrower is
duly qualified to do business and is in good standing in each jurisdiction where
it is required to be so qualified in connection with its properties, businesses
and operations. Borrower possesses all rights, licenses, permits and
authorizations, governmental or otherwise, necessary to entitle it to own its
properties and to transact the businesses in which it is now engaged, and the
sole business of Borrower is the ownership, management and operation of its
Property.

          4.1.2    PROCEEDINGS. Borrower has taken all necessary action to
authorize the execution, delivery and performance of this Agreement and the
other Loan Documents. This Agreement and such other Loan Documents have been
duly executed and delivered by or on behalf of Borrower and constitute legal,
valid and binding obligations of Borrower enforceable against Borrower in
accordance with their respective terms, subject only to applicable bankruptcy,
insolvency and similar laws affecting rights of creditors generally, and
subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

          4.1.3    NO CONFLICTS. The execution, delivery and performance of this
Agreement and the other Loan Documents by Borrower will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, or result in the creation or imposition of any lien, charge or
encumbrance (other than pursuant to the Loan Documents) upon any of the property
or assets of Borrower pursuant to the terms of any indenture, mortgage, deed of
trust, loan agreement, partnership agreement or other agreement or instrument to
which Borrower is a party or by which any of Borrower's property or assets is
subject, nor will such action result in any violation of the provisions of any
statute or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over Borrower or any of Borrower's properties or
assets, and any consent, approval, authorization, order, registration or
qualification of or with any court or any such regulatory authority or other
governmental agency or body required for the

                                       31


execution, delivery and performance by Borrower of this Agreement or any other
Loan Documents has been obtained and is in full force and effect.

          4.1.4    LITIGATION. To Borrower's knowledge, there are no actions,
suits or proceedings at law or in equity by or before any Governmental Authority
or other agency now pending or threatened against or affecting Borrower or its
Property, which actions, suits or proceedings, if determined against Borrower or
the Property, might materially adversely affect the condition (financial or
otherwise) or business of Borrower or the condition or ownership of its
Property.

          4.1.5    AGREEMENTS. Except such instruments and agreements set forth
as Permitted Exceptions in the applicable Title Insurance Policy, Borrower is
not a party to any agreement or instrument or subject to any restriction which
might materially and adversely affect Borrower or its Property, or Borrower's
business, properties or assets, operations or condition, financial or otherwise.
To Borrower's knowledge, Borrower is not in default in any material respect in
the performance, observance or fulfillment of any of the obligations, covenants
or conditions contained in any agreement or instrument to which it is a party or
by which Borrower or its Property are bound. Borrower has no material financial
obligation under any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which Borrower is a party or by which Borrower or its
Property is otherwise bound, other than (a) obligations incurred in the ordinary
course of the operation of its Property and (b) obligations under the Loan
Documents.

          4.1.6    TITLE. Borrower has good and indefeasible fee simple title to
the real property comprising part of its Property and good title to the balance
of its Property, free and clear of all Liens whatsoever except the Permitted
Encumbrances, such other Liens as are permitted pursuant to the Loan Documents
and the Liens created by the Loan Documents. The applicable Mortgage, when
properly recorded in the appropriate records, together with any Uniform
Commercial Code financing statements required to be filed in connection
therewith, will create (a) a valid, perfected lien on Borrower's Property,
subject only to Permitted Encumbrances and the Liens created by the Loan
Documents and (b) perfected security interests in and to, and perfected
collateral assignment of, all personalty (including the applicable Leases), all
in accordance with the terms thereof, in each case subject only to any
applicable Permitted Encumbrances, such other Liens as are permitted pursuant to
the Loan Documents and the Liens created by the Loan Documents. There are no
claims for payment for work, labor or materials affecting its Property which are
due and unpaid under the contracts pursuant to which such work or labor was
performed or materials provided which are or may become a lien prior to, or of
equal priority with, the Liens created by the Loan Documents.

          4.1.7    SOLVENCY; NO BANKRUPTCY. Borrower (a) has not entered into
the transaction or executed the Note, this Agreement or any other Loan Documents
with the actual intent to hinder, delay or defraud any creditor and (b) received
reasonably equivalent value in exchange for its obligations under such Loan
Documents. Giving effect to the Loan, the fair saleable value of Borrower's
assets exceeds and will, immediately following the making of the Loan, exceed
Borrower's total liabilities, including, without limitation, subordinated,
unliquidated, disputed and contingent liabilities. The fair saleable value of
Borrower's assets is and will, immediately following the making of the Loan, be
greater than Borrower's probable

                                       32


liabilities, including the maximum amount of its contingent liabilities on its
debts as such debts become absolute and matured. Borrower's assets do not and,
immediately following the making of the Loan will not, constitute unreasonably
small capital to carry out its business as conducted or as proposed to be
conducted. Borrower does not intend to, and does not believe that it will, incur
debt and liabilities (including contingent liabilities and other commitments)
beyond its ability to pay such debt and liabilities as they mature (taking into
account the timing and amounts of cash to be received by Borrower and the
amounts to be payable on or in respect of obligations of Borrower). Except as
expressly disclosed to Lender in writing, no petition in bankruptcy has been
filed against Borrower, or to the best of Borrower's knowledge, any constituent
Person in the last seven (7) years, and neither Borrower, nor to the best of
Borrower's knowledge, any constituent Person in the last seven (7) years has
ever made an assignment for the benefit of creditors or taken advantage of any
insolvency act for the benefit of debtors. Neither Borrower nor any of its
constituent Persons are contemplating either the filing of a petition by it
under any state or federal bankruptcy or insolvency laws or the liquidation of
all or a major portion of Borrower's assets or property, and Borrower has no
knowledge of any Person contemplating the filing of any such petition against it
or such constituent Persons.

          4.1.8    FULL AND ACCURATE DISCLOSURE. To Borrower's knowledge, no
statement of fact made by Borrower in this Agreement or in any of the other Loan
Documents contains any untrue statement of a material fact or omits to state any
material fact necessary to make statements contained herein or therein not
misleading. There is no material fact presently known to Borrower which has not
been disclosed to Lender which adversely affects, nor as far as Borrower can
foresee, might adversely affect, its Property or the business, operations or
condition (financial or otherwise) of Borrower.

          4.1.9    NO PLAN ASSETS. Borrower is not an "employee benefit plan,"
as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of
the assets of Borrower constitutes or will constitute "plan assets" of one or
more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition,
(a) Borrower is not a "governmental plan" within the meaning of Section 3(32) of
ERISA and (b) transactions by or with Borrower are not subject to state statutes
regulating investment of, and fiduciary obligations with respect to,
governmental plans similar to the provisions of Section 406 of ERISA or Section
4975 of the Code currently in effect, which prohibit or otherwise restrict the
transactions contemplated by this Loan Agreement.

          4.1.10   COMPLIANCE. To Borrower's knowledge, Borrower and its
Property and the use thereof comply in all material respects with all applicable
Legal Requirements, including, without limitation, building and zoning
ordinances and codes. Borrower is not in default or violation of any order,
writ, injunction, decree or demand of any Governmental Authority. There has not
been committed by Borrower or, to Borrower's knowledge, any other Person in
occupancy of or involved with the operation or use of its Property any act or
omission affording the federal government or any other Governmental Authority
the right of forfeiture as against its Property or any part thereof or any
monies paid in performance of Borrower's obligations under any of the Loan
Documents.

          4.1.11   FINANCIAL INFORMATION. All financial data, including, without
limitation, the statements of cash flow and income and operating expense, that
have been delivered to

                                       33


Lender in respect of its Property (i) are, to the best of Borrower's knowledge,
true, complete and correct in all material respects, (ii) accurately represent
the financial condition of such Property as of the date of such reports, and
(iii) to the extent prepared or audited by an independent certified public
accounting firm, have been prepared in accordance with accounting principles
reasonably acceptable to Lender, consistently applied throughout the periods
covered, except as disclosed therein; PROVIDED, HOWEVER, that if any financial
data is delivered to Lender by any Person other than Borrower, Indemnitor or any
of their Affiliates, or if such financial data has been prepared by or at the
direction of any Person other than Borrower, Indemnitor or any of their
Affiliates, then the foregoing representations with respect to such financial
data shall be to the best of Borrower's knowledge, after due inquiry. Borrower
does not have any contingent liabilities, liabilities for taxes, unusual forward
or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments that are known to Borrower and reasonably likely to have
a materially adverse effect on its Property or the operation thereof, except as
referred to or reflected in said financial statements. Since the date of such
financial statements, there has been no materially adverse change in the
financial condition, operations or business of Borrower from that set forth in
said financial statements.

          4.1.12   CONDEMNATION. No Condemnation or other proceeding has been
commenced or, to Borrower's knowledge, is contemplated with respect to all or
any portion of its Property or for the relocation of roadways providing access
to its Property.

          4.1.13   FEDERAL RESERVE REGULATIONS. No part of the proceeds of the
Loan will be used for the purpose of purchasing or acquiring any "margin stock"
within the meaning of Regulation U of the Board of Governors of the Federal
Reserve System or for any other purpose which would be inconsistent with such
Regulation U or any other Regulations of such Board of Governors, or for any
purposes prohibited by Legal Requirements or by the terms and conditions of this
Agreement or the other Loan Documents.

          4.1.14   UTILITIES AND PUBLIC ACCESS. Borrower's Property has rights
of access to public ways and is served by water, sewer, sanitary sewer and storm
drain facilities adequate to service such Property for its respective intended
uses. All public utilities necessary or convenient to the full use and enjoyment
of such Property are located either in the public right-of-way abutting the
Property (which are connected so as to serve the Property without passing over
other property) or in recorded easements serving such Property and such
easements are set forth in and insured by the applicable Title Insurance Policy.
All roads necessary for the use of the Property for their current respective
purposes have been completed and dedicated to public use and accepted by all
Governmental Authorities.

          4.1.15   NOT A FOREIGN PERSON. Borrower is not a "foreign person"
within the meaning of Section 1445(f)(3) of the Code.

          4.1.16   SEPARATE LOTS. Borrower's Property is comprised of one (1) or
more parcels which constitute a separate tax lot or lots and does not constitute
a portion of any other tax lot not a part of its Property.

          4.1.17   ASSESSMENTS. There are no pending, or to Borrower's
knowledge, proposed special or other assessments for public improvements or
otherwise affecting its

                                       34


Property, nor are there any contemplated improvements to its Property that may
result in such special or other assessments.

          4.1.18   ENFORCEABILITY. The Loan Documents are not subject to any
right of rescission, set-off, counterclaim or defense by Borrower, including the
defense of usury, nor would the operation of any of the terms of the Loan
Documents, or the exercise of any right thereunder, render the Loan Documents
unenforceable, and Borrower has not asserted any right of rescission, set-off,
counterclaim or defense with respect thereto.

          4.1.19   NO PRIOR ASSIGNMENT. There is no prior assignment of the
Leases or any portion of the Rents by Borrower or any of its predecessors in
interest, given as collateral security which are presently outstanding.

          4.1.20   INSURANCE. Borrower has obtained and has delivered to Lender
certified copies of all insurance policies reflecting the insurance coverages,
amounts and other requirements set forth in this Agreement. To the best of
Borrower's knowledge, no claims have been made under any such policy, and no
Person, including Borrower, has done, by act or omission, anything which would
impair the coverage of any such policy.

          4.1.21   USE OF PROPERTY. The Property is used exclusively for retail
purposes and other appurtenant and related uses.

          4.1.22   CERTIFICATE OF OCCUPANCY; LICENSES. All certifications,
permits, licenses and approvals, including without limitation, certificates of
completion and occupancy permits required to be obtained by Borrower for the
legal use, occupancy and operation of its Property as a retail shopping center
have been obtained and are in full force and effect, and to the best of
Borrower's knowledge, after due inquiry, all certifications, permits, licenses
and approvals, including without limitation, certificates of completion and
occupancy permits required to be obtained by any Person other than Borrower for
the legal use, occupancy and operation of its Property as a retail shopping
center, have been obtained and are in full force and effect (all of the
foregoing certifications, permits, licenses and approvals are collectively
referred to as the "LICENSES"). Borrower shall and shall cause all other Persons
to, keep and maintain all licenses necessary for the operation of its Property
as a retail shopping center. To Borrower's knowledge, the use being made of its
Property is in conformity with all certificates of occupancy issued for its
Property.

          4.1.23   FLOOD ZONE. To the best of Borrower's knowledge, after due
inquiry, none of the Improvements on its Property are located in an area as
identified by the Federal Emergency Management Agency as an area having special
flood hazards.

          4.1.24   PHYSICAL CONDITION. Except as disclosed in the Physical
Conditions Reports delivered to Lender in connecting with this Loan, to
Borrower's knowledge, its Property, including, without limitation, all
buildings, improvements, parking facilities, sidewalks, storm drainage systems,
roofs, plumbing systems, HVAC systems, fire protection systems, electrical
systems, equipment, elevators, exterior sidings and doors, landscaping,
irrigation systems and all structural components, are in good condition, order
and repair in all material respects; there exists no structural or other
material defects or damages in its Property, whether latent or

                                       35


otherwise, and Borrower has not received notice from any insurance company or
bonding company of any defects or inadequacies in its Property, or any part
thereof, which would adversely affect the insurability of the same or cause the
imposition of extraordinary premiums or charges thereon or of any termination or
threatened termination of any policy of insurance or bond.

          4.1.25   BOUNDARIES. To the best of Borrower's knowledge, after due
inquiry, all of the improvements which were included in determining the
appraised value of its Property lie wholly within the boundaries and building
restriction lines of its Property, and no improvements on adjoining properties
encroach upon its Property, and no easements or other encumbrances upon its
Property encroach upon any of the improvements, so as to affect the value or
marketability of its Property except those which are insured against by title
insurance.

          4.1.26   LEASES. The Property is not subject to any Leases other than
the Leases described on the Rent Roll attached as SCHEDULE IV hereto and made a
part hereof (and subleases expressly permitted under the Anchor Lease). No
Person has any possessory interest in the Property or right to occupy the same
except under and pursuant to the provisions of the Leases. The current Leases
are in full force and effect and to Borrower's knowledge after inquiry, there
are no defaults thereunder by either party and there are no conditions that,
with the passage of time or the giving of notice, or both, would constitute
defaults thereunder. No Rent (including security deposits) has been paid more
than one (1) month in advance of its due date. All work to be performed by
Borrower under each Lease has been performed as required and has been accepted
by the applicable tenant, and any payments, free rent, partial rent, rebate of
rent or other payments, credits, allowances or abatements required to be given
by Borrower to any tenant has already been received by such tenant. There has
been no prior sale, transfer or assignment, hypothecation or pledge of any Lease
or of the Rents received therein which is outstanding. To Borrower's knowledge
after inquiry, except as set forth on SCHEDULE IV, no tenant listed on SCHEDULE
IV has assigned its Lease or sublet all or any portion of the premises demised
thereby, no such tenant holds its leased premises under assignment or sublease,
nor does anyone except such tenant and its employees occupy such leased
premises. No tenant under any Lease has a right or option pursuant to such Lease
or otherwise to purchase all or any part of the leased premises or the building
of which the leased premises are a part. Except as set fort in SCHEDULE IV, no
tenant under any Lease has any right or option for additional space in the
Improvements except as set forth in SCHEDULE IV. To Borrower's actual knowledge
based on the Environmental Report delivered to Lender in connection herewith, no
hazardous wastes or toxic substances, as defined by applicable federal, state or
local statutes, rules and regulations, have been disposed, stored or treated by
any tenant under any Lease on or about the leased premises nor does Borrower
have any knowledge of any tenant's intention to use its leased premises for any
activity which, directly or indirectly, involves the use, generation, treatment,
storage, disposal or transportation of any petroleum product or any toxic or
hazardous chemical, material, substance or waste, except in either event, in
compliance with applicable federal, state or local statues, rules and
regulations.

          4.1.27   SURVEY. The Survey for its Property delivered to Lender in
connection with this Agreement has been prepared in accordance with the
provisions of Section 3.1.3(c) hereof, and does not fail to reflect any material
matter affecting its Property or the title thereto.

                                       36


          4.1.28   LOAN TO VALUE. The maximum principal amount of Borrower's
Note does not exceed one hundred twenty-five percent (125%) of the fair market
value of its Property as set forth on the appraisal of its Property delivered to
Lender.

          4.1.29   FILING AND RECORDING TAXES. All transfer taxes, deed stamps,
intangible taxes or other amounts in the nature of transfer taxes required to be
paid by any Person under applicable Legal Requirements currently in effect in
connection with the acquisition of its Property by Borrower have been paid or
are simultaneously being paid. All mortgage, mortgage recording, stamp,
intangible or other similar tax required to be paid by any Person under
applicable Legal Requirements currently in effect in connection with the
execution, delivery, recordation, filing, registration, perfection or
enforcement of any of the Loan Documents, including, without limitation, the
applicable Mortgage, have been paid, and, under current Legal Requirements, such
Mortgage is enforceable in accordance with its terms by Lender (or any
subsequent holder thereof).

          4.1.30   SPECIAL PURPOSE ENTITY/SEPARATENESS.

          (a)      Until the Debt has been paid in full, each Borrower hereby
represents, warrants and covenants that such Borrower is, shall be and shall
continue to be a Special Purpose Entity.

          (b)      The representations, warranties and covenants set forth in
Section 4.1.30(a) shall survive for so long as any amount remains payable to
Lender under this Agreement or any other Loan Document.

          (c)      Intentionally omitted.

          4.1.31   MANAGEMENT AGREEMENT. The Management Agreement is in full
force and effect and, to Borrower's knowledge, there is no default thereunder by
any party thereto and no event has occurred that, with the passage of time
and/or the giving of notice would constitute a default thereunder.

          4.1.32   ILLEGAL ACTIVITY. To Borrower's knowledge, no portion of its
Property has been or will be purchased with proceeds of any illegal activity.

          4.1.33   NO CHANGE IN FACTS OR CIRCUMSTANCES; DISCLOSURE. All
information submitted by Borrower to Lender and in all financial statements,
rent rolls, reports, certificates and other documents submitted in connection
with the Loan or in satisfaction of the terms thereof and all statements of fact
made by Borrower in this Agreement or in any other Loan Document, are accurate,
complete and correct in all material respects, provided, however, if such
information was provided to Borrower by non-affiliated third parties, Borrower
represents that such information is, to the best of its knowledge after due
inquiry, accurate, complete and correct in all material respects. There has been
no material adverse change in any condition, fact, circumstance or event that
would make any such information inaccurate, incomplete or otherwise misleading
in any material respect or that otherwise materially and adversely affects or
might materially and adversely affect its Property or the business operations or
the financial condition of Borrower. Borrower has disclosed to Lender all
material facts and has not failed to disclose

                                       37


any material fact that could cause any representation or warranty made herein to
be materially misleading.

          4.1.34   INVESTMENT COMPANY ACT. Borrower is not (a) an "investment
company" or a company "controlled" by an "investment company," within the
meaning of the Investment Company Act of 1940, as amended; (b) a "holding
company" or a "subsidiary company" of a "holding company" or an "affiliate" of
either a "holding company" or a "subsidiary company" within the meaning of the
Public Utility Holding Company Act of 1935, as amended; or (c) subject to any
other federal or state law or regulation which purports to restrict or regulate
its ability to borrow money.

          4.1.35   PRINCIPAL PLACE OF BUSINESS AND ORGANIZATION. Borrower shall
not change its principal place of business set forth in the introductory
paragraph of this Agreement without first giving Lender thirty (30) days prior
written notice. Borrower shall not change the place of its organization as set
forth in the introductory paragraph of this Agreement without the consent of
Lender, which consent shall not be unreasonably withheld, conditioned or
delayed. Upon Lender's request, Borrower shall execute and deliver additional
financing statements, security agreements and other instruments which may be
necessary to effectively evidence or perfect Lender's security interest in the
Property as a result of such change of principal place of business or place of
organization.

          Section 4.2    SURVIVAL OF REPRESENTATIONS. Borrower agrees that all
of the representations and warranties of Borrower set forth in Section 4.1 and
elsewhere in this Agreement and in the other Loan Documents shall survive for so
long as any amount remains owing to Lender under this Agreement or any of the
other Loan Documents by Borrower. All representations, warranties, covenants and
agreements made in this Agreement or in the other Loan Documents by Borrower
shall be deemed to have been relied upon by Lender notwithstanding any
investigation heretofore or hereafter made by Lender or on its behalf.

                                    ARTICLE V

                               BORROWER COVENANTS

          Section 5.1    AFFIRMATIVE COVENANTS. From the date hereof and until
payment and performance in full of all obligations of Borrower under the Loan
Documents or the earlier release of the Lien of the Mortgage encumbering the
Property (and all related obligations) in accordance with the terms of this
Agreement and the other Loan Documents, each Borrower hereby covenants and
agrees with Lender that:

          5.1.1    EXISTENCE; COMPLIANCE WITH LEGAL REQUIREMENTS; INSURANCE.
Borrower shall do or cause to be done all things necessary to preserve, renew
and keep in full force and effect its existence, rights, licenses, permits and
franchises and comply with all Legal Requirements applicable to it and its
Property. Borrower shall not commit, nor shall Borrower permit any other Person
in occupancy of or involved with the operation or use of the Property to commit,
any act or omission affording the federal government or any state or local
government the right of forfeiture as against the Property or any part thereof
or any monies paid in performance of Borrower's obligations under any of the
Loan Documents. Borrower hereby

                                       38


covenants and agrees not to commit, permit or suffer to exist any act or
omission affording such right of forfeiture. Borrower shall at all times
maintain, preserve and protect all its franchises and trade names and preserve
all the remainder of its Property used or useful in the conduct of its business
and shall keep its Property in good working order and repair, and from time to
time make, or cause to be made, all reasonably necessary repairs, renewals,
replacements, betterments and improvements thereto, all as more fully provided
in the applicable Mortgage. Borrower shall keep, or (in the case of the Inland
Western New Britain Property and to the extent such obligation is an obligation
of Anchor Tenant under its Lease) shall cause Anchor Tenant to keep, the
Property insured at all times by financially sound and reputable insurers, to
such extent and against such risks, and maintain liability and such other
insurance, as is more fully provided in this Agreement. Borrower shall operate,
or cause the tenant to operate, any Property that is the subject of an O&M
Agreement (if any) in accordance with the terms and provisions thereof in all
material respects. After prior written notice to Lender, Borrower, at its own
expense, may contest by appropriate legal proceeding promptly initiated and
conducted in good faith and with due diligence, the validity of any Legal
Requirement, the applicability of any Legal Requirement to Borrower or the
Property or any alleged violation of any Legal Requirement, provided that (i) no
Event of Default has occurred and remains uncured; (ii) intentionally omitted;
(iii) such proceeding shall be permitted under and be conducted in accordance
with the provisions of any instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iv) the Property
or any part thereof or interest therein will not be in danger of being sold,
forfeited, terminated, cancelled or lost; (v) Borrower shall promptly upon final
determination thereof comply with any such Legal Requirement determined to be
valid or applicable or cure any violation of any Legal Requirement; (vi) such
proceeding shall suspend the enforcement of the contested Legal Requirement
against Borrower or the Property; and (vii) Borrower shall furnish such security
as may be required in the proceeding, or as may be requested by Lender, to
insure compliance with such Legal Requirement, together with all interest and
penalties payable in connection therewith. Lender may apply any such security,
as necessary to cause compliance with such Legal Requirement at any time when,
in the reasonable judgment of Lender, the validity, applicability or violation
of such Legal Requirement is finally established or the Property (or any part
thereof or interest therein) shall be in danger of being sold, forfeited,
terminated, cancelled or lost.

          5.1.2    TAXES AND OTHER CHARGES.

          (a)      Borrower shall pay, or (in the case of the Inland Western New
Britain Property and to the extent such obligation is an obligation of Anchor
Tenant under its Lease) shall cause Anchor Tenant to pay, all Taxes and Other
Charges now or hereafter levied or assessed or imposed against its Property or
any part thereof as the same become due and payable; PROVIDED, HOWEVER,
Borrower's obligation to directly pay to the appropriate taxing authority Taxes
shall be suspended for so long as Borrower complies with the terms and
provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for
payment or other evidence satisfactory to Lender that the Taxes and Other
Charges have been so paid or are not then delinquent no later than ten (10) days
prior to the date on which the Taxes and/or Other Charges would otherwise be
delinquent if not paid (PROVIDED, HOWEVER, that Borrower is not required to
furnish such receipts for payment of Taxes in the event that such Taxes have
been paid by Lender pursuant to Section 7.2 hereof). If Borrower pays or causes
to be paid all Taxes and

                                       39


Other Charges and provides a copy of the receipt evidencing the payment thereof
to Lender, then Lender shall reimburse Borrower, provided that there are then
sufficient proceeds in the Tax and Insurance Escrow Fund and provided that the
Taxes are being paid pursuant to Section 7.2. Upon written request of Borrower,
if Lender has paid such Taxes pursuant to Section 7.2 hereof, Lender shall
provide Borrower with evidence that such Taxes have been paid. Borrower shall
not suffer and shall promptly cause to be paid and discharged any Lien or charge
whatsoever which may be or become a Lien or charge against its Property, and
shall promptly pay for all utility services provided to the Property. After
prior written notice to Lender, Borrower, at its own expense, may contest by
appropriate legal proceeding, promptly initiated and conducted in good faith and
with due diligence, the amount or validity or application in whole or in part of
any Taxes or Other Charges, provided that (i) intentionally omitted; (ii) such
proceeding shall be permitted under and be conducted in accordance with the
provisions of any other instrument to which Borrower is subject and shall not
constitute a default thereunder and such proceeding shall be conducted in
accordance with all applicable statutes, laws and ordinances; (iii) the Property
nor any part thereof or interest therein will be in danger of being sold,
forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon
final determination thereof pay the amount of any such Taxes or Other Charges,
together with all costs, interest and penalties which may be payable in
connection therewith; (v) such proceeding shall suspend the collection of such
contested Taxes or Other Charges from the Property; and (vi) Borrower shall
furnish such security as may be required in the proceeding, or as may be
reasonably requested by Lender, to insure the payment of any such Taxes or Other
Charges, together with all interest and penalties thereon. Lender may pay over
any such cash deposit or part thereof held by Lender to the claimant entitled
thereto at any time when, in the reasonable judgment of Lender, the entitlement
of such claimant is established.

          (b)      Notwithstanding the foregoing, provided (in the case of the
Inland Western New Britain Property and to the extent such obligation is an
obligation of Anchor Tenant under its Lease) that Anchor Tenant is required
under the Anchor Tenant Lease to pay all property taxes directly to the taxing
authority, and Anchor Tenant is in compliance with such obligations, subsection
(a) above shall not apply.

          5.1.3    LITIGATION. Borrower shall give prompt written notice to
Lender of any litigation or governmental proceedings pending or threatened
against Borrower which might materially adversely affect Borrower's condition
(financial or otherwise) or business or its Property.

          5.1.4    ACCESS TO PROPERTY. Borrower shall permit agents,
representatives and employees of Lender to inspect its Property or any part
thereof at reasonable hours upon reasonable advance notice, subject to the
rights of Tenants.

          5.1.5    NOTICE OF DEFAULT. Borrower shall promptly advise Lender of
any material adverse change in Borrower's condition, financial or otherwise, or
of the occurrence of any Default or Event of Default of which Borrower has
knowledge.

          5.1.6    COOPERATE IN LEGAL PROCEEDINGS. Borrower shall cooperate
fully with Lender with respect to any proceedings before any court, board or
other Governmental Authority which may in any way affect the rights of Lender
hereunder or any rights obtained by Lender

                                       40


under any of the other Loan Documents and, in connection therewith, permit
Lender, at its election, to participate in any such proceedings.

          5.1.7    PERFORM LOAN DOCUMENTS. Borrower shall observe, perform and
satisfy all the terms, provisions, covenants and conditions of, and shall pay
when due all costs, fees and expenses to the extent required under the Loan
Documents executed and delivered by, or applicable to, Borrower.

          5.1.8    INSURANCE BENEFITS. Borrower shall cooperate with Lender in
obtaining for Lender the benefits of any Insurance Proceeds lawfully or
equitably payable in connection with its Property, and Lender shall be
reimbursed for any expenses incurred in connection therewith (including
reasonable attorneys' fees and disbursements, and the payment by Borrower of the
expense of an appraisal on behalf of Lender in case of a fire or other casualty
affecting the Property or any part thereof) out of such Insurance Proceeds.

          5.1.9    FURTHER ASSURANCES. Borrower shall, at Borrower's sole cost
and expense:

          (a)      furnish to Lender all instruments, documents, boundary
surveys, footing or foundation surveys, certificates, plans and specifications,
appraisals, title and other insurance reports and agreements, and each and every
other document, certificate, agreement and instrument required to be furnished
by Borrower pursuant to the terms of the Loan Documents or reasonably requested
by Lender in connection therewith;

          (b)      execute and deliver to Lender such documents, instruments,
certificates, assignments and other writings, and do such other acts necessary
or desirable, to evidence, preserve and/or protect the collateral at any time
securing or intended to secure the obligations of Borrower under the Loan
Documents, as Lender may reasonably require, including, but not limited to,
executing new Notes reflecting a re-allocation of the entire Loan amount; and

          (c)      do and execute all and such further lawful and reasonable
acts, conveyances and assurances for the better and more effective carrying out
of the intents and purposes of this Agreement and the other Loan Documents, as
Lender shall reasonably require from time to time.

          5.1.10   INTENTIONALLY OMITTED.

          5.1.11   FINANCIAL REPORTING.

          (a)      Borrower will keep and maintain or will cause to be kept and
maintained on a Fiscal Year basis, in accordance with the requirements for a
Special Purpose Entity set forth above, proper and accurate books, records and
accounts reflecting all of the financial affairs of Borrower and all items of
income and expense in connection with the operation on an individual basis of
its Property. Lender shall have the right from time to time at all times during
normal business hours upon reasonable notice to examine such books, records and
accounts at the office of Borrower or other Person maintaining such books,
records and accounts and to make such copies or extracts thereof as Lender shall
desire. After the occurrence and during the continuance of an Event of Default,
Borrower shall pay any costs and expenses incurred by

                                       41


Lender to examine Borrower's accounting records with respect to the Property, as
Lender shall reasonably determine to be necessary or appropriate in the
protection of Lender's interest.

          (b)      Borrower will furnish to Lender annually, within ninety (90)
days following the end of each Fiscal Year of Borrower, either (i) a complete
copy of Borrower's annual financial statements audited by an accounting firm or
other independent certified public accountant acceptable to Lender in accordance
with the requirements for a Special Purpose Entity set forth above, or (ii) a
consolidated and annotated financial statement of Borrower and Sole Member (as
applicable) audited by an accounting firm or other independent certified public
accountant reasonably acceptable to Lender in accordance with the requirements
for a Special Purpose Entity set forth above, together with unaudited financial
statements relating to the Borrower and its Property. Such financial statements
for the Property for such Fiscal Year and shall contain statements of profit and
loss for Borrower and the Property and a balance sheet for Borrower. Such
statements shall set forth the financial condition and the results of operations
for the Property for such Fiscal Year, and shall include, but not be limited to,
amounts representing annual Net Cash Flow, Net Operating Income, Gross Income
from Operations and Operating Expenses. Borrower's annual financial statements
shall be accompanied by (i) a comparison of the budgeted income and expenses and
the actual income and expenses for the prior Fiscal Year, (ii) a certificate
executed by the chief financial officer of Borrower or Sole Member, as
applicable, stating that each such annual financial statement presents fairly
the financial condition and the results of operations of Borrower and the
Property being reported upon and has been prepared in accordance with accounting
principles reasonably acceptable to Lender, consistently applied, (iii) an
unqualified opinion of an accounting firm or other independent certified public
accountant reasonably acceptable to Lender, (iv) a certified rent roll
containing current rent, lease expiration dates and the square footage occupied
by each tenant; (v) a schedule audited by such independent certified public
accountant reconciling Net Operating Income to Net Cash Flow (the "NET CASH FLOW
SCHEDULE"), which shall itemize all adjustments made to Net Operating Income to
arrive at Net Cash Flow deemed material by such independent certified public
accountant. Together with Borrower's annual financial statements, Borrower shall
furnish to Lender an Officer's Certificate certifying as of the date thereof
whether there exists an event or circumstance which constitutes a Default or
Event of Default under the Loan Documents executed and delivered by, or
applicable to, Borrower, and if such Default or Event of Default exists, the
nature thereof, the period of time it has existed and the action then being
taken to remedy the same.

          (c)      Borrower will furnish, or cause to be furnished, to Lender on
or before forty-five (45) days after the end of each calendar quarter the
following items, accompanied by a certificate of the chief financial officer of
Borrower or Sole Member (as applicable), stating that such items are true,
correct, accurate, and complete and fairly present the financial condition and
results of the operations of Borrower and its Property (subject to normal
year-end adjustments) as applicable: (i) a rent roll for the subject month
accompanied by an Officer's Certificate with respect thereto; (ii) quarterly and
year-to-date operating statements (including Capital Expenditures) prepared for
each calendar quarter, noting Net Operating Income, Gross Income from
Operations, and Operating Expenses (not including any contributions to the
Replacement Reserve Fund, and other information necessary and sufficient to
fairly represent the financial position and results of operation of the Property
during such calendar month, and containing a comparison of budgeted income and
expenses and the actual income and expenses together with

                                       42


a detailed explanation of any variances of five percent (5%) or more between
budgeted and actual amounts for such periods, all in form satisfactory to
Lender; (iii) a calculation reflecting the annual Debt Service Coverage Ratio
for the immediately preceding twelve (12) month period as of the last day of
such month accompanied by an Officer's Certificate with respect thereto; and
(iv) a Net Cash Flow Schedule (such Net Cash Flow for the Borrower may be
unaudited if it is certified by an officer of the Borrower). In addition, such
certificate shall also be accompanied by a certificate of the chief financial
officer of Borrower or Sole Member (as applicable), stating that the
representations and warranties of Borrower set forth in Section 4.1.30(a) are
true and correct as of the date of such certificate.

          (d)      For the partial year period commencing on the date hereof,
and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual
Budget not later than thirty (30) days after the commencement of such period or
Fiscal Year in form reasonably satisfactory to Lender.

          (e)      Borrower shall furnish to Lender, within ten (10) Business
Days after request (or as soon thereafter as may be reasonably possible), such
further detailed information with respect to the operation of its Property and
the financial affairs of Borrower as may be reasonably requested by Lender.

          (f)      Borrower shall furnish to Lender, within ten (10) Business
Days after Lender's request (or as soon thereafter as may be reasonably
possible), financial and sales information from any tenant designated by Lender
(to the extent such financial and sales information is required to be provided
under the applicable Lease, and same is received by Borrower after request
therefor).

          (g)      Borrower will cause Indemnitor to furnish to Lender annually,
within one hundred twenty (120) days following the end of each Fiscal Year of
Indemnitor, financial statements audited by an independent certified public
accountant, which shall include an annual balance sheet and profit and loss
statement of Indemnitor, in the form reasonably required by Lender.

          (h)      Intentionally omitted.

          (i)      Any reports, statements or other information required to be
delivered under this Agreement shall be delivered (i) in paper form, (ii) on a
diskette, and (iii) if requested by Lender and within the capabilities of
Borrower's data systems without change or modification thereto, in electronic
form and prepared using a Microsoft Word for Windows or WordPerfect for Windows
files (which files may be prepared using a spreadsheet program and saved as word
processing files).

          5.1.12   BUSINESS AND OPERATIONS. Borrower will continue to engage in
the businesses presently conducted by it as and to the extent the same are
necessary for the ownership, maintenance, management and operation of its
Property. Borrower will qualify to do business and will remain in good standing
under the laws of each jurisdiction as and to the extent the same are required
for the ownership, maintenance, management and operation of its Property.

                                       43


          5.1.13   TITLE TO THE PROPERTY. Borrower will warrant and defend (a)
the title to its Property and every part thereof, subject only to Liens
permitted hereunder (including Permitted Encumbrances) and (b) the validity and
priority of the Liens of the applicable Mortgage and the Assignment of Leases,
subject only to Liens permitted hereunder (including Permitted Encumbrances), in
each case against the claims of all Persons whomsoever. Borrower shall reimburse
Lender for any losses, costs, damages or expenses (including reasonable
attorneys' fees and court costs) incurred by Lender if an interest in its
Property, other than as permitted hereunder, is claimed by another Person.

          5.1.14   COSTS OF ENFORCEMENT. In the event (a) that the Mortgage
encumbering its Property is foreclosed in whole or in part or that such Mortgage
is put into the hands of an attorney for collection, suit, action or
foreclosure, (b) of the foreclosure of any mortgage prior to or subsequent to
the Mortgage encumbering its Property in which proceeding Lender is made a
party, or (c) of the bankruptcy, insolvency, rehabilitation or other similar
proceeding in respect of Borrower or any of its constituent Persons or an
assignment by Borrower or any of its constituent Persons for the benefit of its
creditors, Borrower, its successors or assigns, shall be chargeable with and
agrees to pay all costs of collection and defense, including reasonable
attorneys' fees and costs, incurred by Lender or Borrower in connection
therewith and in connection with any appellate proceeding or post-judgment
action involved therein, together with all required service or use taxes.

          5.1.15   ESTOPPEL STATEMENT.

          (a)      After request by Lender, each Borrower shall within ten (10)
days furnish Lender with a statement, duly acknowledged and certified, setting
forth (i) the amount of the original principal amount of the applicable Note,
(ii) the unpaid principal amount of such Note, (iii) the current applicable
Interest Rate of such Note, (iv) the date installments of interest and/or
principal were last paid, (v) any offsets or defenses to the payment of the
Debt, if any, and (vi) that applicable Note, this Agreement, the applicable
Mortgage, the applicable Guaranty and the other Loan Documents are valid, legal
and binding obligations and have not been modified or if modified, giving
particulars of such modification.

          (b)      Borrower shall use commercially reasonable efforts to deliver
to Lender upon request, tenant estoppel certificates from each commercial tenant
leasing space at the Property in form and substance reasonably satisfactory to
Lender provided that Borrower shall not be required to deliver such certificates
more frequently than one (1) time in any calendar year.

          (c)      Within thirty (30) days of request by Borrower, Lender shall
deliver to Borrower a statement setting forth the items described at (a)(i),
(ii), (iii) and (iv) of this Section 5.1.15.

          5.1.16   LOAN PROCEEDS. Borrower shall use the proceeds of the Loan
received by it on the Closing Date only for the purposes set forth in
Section 2.1.4.

          5.1.17   PERFORMANCE BY BORROWER. Borrower shall in a timely manner
observe, perform and fulfill each and every covenant, term and provision of each
Loan Document

                                       44


executed and delivered by, or applicable to, Borrower, and shall not enter into
or otherwise suffer or permit any amendment, waiver, supplement, termination or
other modification of any Loan Document executed and delivered by, or applicable
to, Borrower without the prior written consent of Lender.

          5.1.18   CONFIRMATION OF REPRESENTATIONS. Borrower shall deliver, in
connection with any Securitization, (a) one or more Officer's Certificates
certifying as to the accuracy of all representations made by Borrower in the
Loan Documents as of the date of the closing of such Securitization, and (b)
certificates of the relevant Governmental Authorities in all relevant
jurisdictions indicating the good standing and qualification of Borrower and its
member as of the date of the Securitization.

          5.1.19   NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of the Property (a) with any other real property
constituting a tax lot separate from the Property, and (b) which constitutes
real property with any portion of the Property which may be deemed to constitute
personal property, or any other procedure whereby the lien of any taxes which
may be levied against such personal property shall be assessed or levied or
charged to such real property portion of the Property.

          5.1.20   LEASING MATTERS. Any Leases with respect to the Property
written after the date hereof, for more than the Relevant Leasing Threshold
square footage, shall be subject to the prior written approval of Lender, which
approval may be given or withheld in the sole discretion of Lender. Lender shall
approve or disapprove any such Lease within ten (10) Business Days of Lender's
receipt of a final execution draft of such Lease (including all exhibits,
schedules, supplements, addenda or other agreements relating thereto) and a
written notice from Borrower requesting Lender's approval to such Lease, and
such Lease shall be deemed approved, if Lender does not disapprove such Lease
within said ten (10) Business Day period PROVIDED such written notice
conspicuously states, in large bold type, that "PURSUANT TO SECTION 5.1.20 OF
THE LOAN AGREEMENT, THE LEASE SHALL BE DEEMED APPROVED IF LENDER DOES NOT
RESPOND TO THE CONTRARY WITHIN TEN (10) BUSINESS DAYS OF LENDER'S RECEIPT OF
SUCH LEASE AND WRITTEN NOTICE". Borrower shall furnish Lender with executed
copies of all Leases. All renewals of Leases and all proposed Leases shall
provide for rental rates comparable to existing local market rates (unless such
rental rates are otherwise set forth in the Leases executed prior to the date
hereof). All proposed Leases shall be on commercially reasonable terms and shall
not contain any terms which would materially affect Lender's rights under the
Loan Documents. All Leases executed after the date hereof shall provide that
they are subordinate to the Mortgage encumbering the Property and that the
tenant thereunder agrees to attorn to Lender or any purchaser at a sale by
foreclosure or power of sale. Borrower (i) shall observe and perform the
obligations imposed upon the lessor under the Leases in a commercially
reasonable manner; (ii) shall enforce the terms, covenants and conditions
contained in the Leases upon the part of the tenant thereunder to be observed or
performed in a commercially reasonable manner and in a manner not to impair the
value of the Property involved except that no termination by Borrower or
acceptance of surrender by a tenant of any Lease shall be permitted unless by
reason of a tenant default and then only in a commercially reasonable manner to
preserve and protect the Property PROVIDED, HOWEVER, that no such termination or
surrender of any Lease covering more than the Relevant Leasing Threshold will be
permitted without the written consent of Lender which consent may

                                       45


be withheld in the sole discretion of Lender; (iii) shall not collect any of the
rents more than one (1) month in advance (other than security deposits); (iv)
shall not execute any other assignment of lessor's interest in the Leases or the
Rents (except as contemplated by the Loan Documents); (v) shall not alter,
modify or change the terms of the Leases in a manner inconsistent with the
provisions of the Loan Documents without the prior written consent of Lender,
which consent may be withheld in the sole discretion of Lender; and (vi) shall
execute and deliver at the request of Lender all such further assurances,
confirmations and assignment in connection with the Leases as Lender shall from
time to time reasonably require. Notwithstanding the foregoing, Borrower may,
without the prior written consent of Lender, terminate any Lease which demises
less than the Relevant Leasing Threshold under any of the following
circumstances: (i) the tenant under said Lease is in default beyond any
applicable grace and cure period, and Borrower has the right to terminate such
Lease; (ii) such termination is permitted by the terms of the Lease in question
and Borrower has secured an obligation from a third party to lease the space
under the Lease to be terminated at a rental equal to or higher than the rental
due under the Lease to be terminated; and (iii) if the tenant under the Lease to
be terminated, has executed a right under said Lease to terminate its lease upon
payment of a termination fee to Borrower, and has in fact terminated its lease
and paid said fee, Borrower may accept said termination.

          5.1.21   ALTERATIONS. Subject to the rights of tenants to make
alterations pursuant to the terms of their respective Leases, Borrower shall
obtain Lender's prior written consent to any alterations to any Improvements,
which consent shall not be unreasonably withheld or delayed except with respect
to alterations that may have a material adverse effect on Borrower's financial
condition, the value of its Property or the Net Operating Income.
Notwithstanding the foregoing, Lender's consent shall not be required in
connection with any alterations that will not have a material adverse effect on
Borrower's financial condition, the value of its Property or the Net Operating
Income, provided that such alterations are made in connection with (a) tenant
improvement work performed pursuant to the terms of any Lease executed on or
before the date hereof, (b) tenant improvement work performed pursuant to the
terms and provisions of a Lease and not adversely affecting any structural
component of any Improvements, any utility or HVAC system contained in any
Improvements or the exterior of any building constituting a part of any
Improvements, (c) alterations performed in connection with the restoration of
the Property after the occurrence of a casualty in accordance with the terms and
provisions of this Agreement or (d) any structural alteration which costs less
than $50,000.00 in the aggregate for all components thereof which constitute
such alteration or any non-structural alteration which costs less than
$100,000.00 in the aggregate for all components thereof which constitute such
alteration. If the total unpaid amounts due and payable with respect to
alterations to the Improvements at the Property (other than such amounts to be
paid or reimbursed by tenants under the Leases) shall at any time equal or
exceed $350,000.00 (the "THRESHOLD AMOUNT"), Borrower, upon Lender's request,
shall promptly deliver to Lender as security for the payment of such amounts and
as additional security for Borrower's obligations under the Loan Documents any
of the following: (A) cash, (B) U.S. Obligations, (C) other securities having a
rating acceptable to Lender and that the applicable Rating Agencies have
confirmed in writing will not, in and of itself, result in a downgrade,
withdrawal or qualification of the initial, or, if higher, then current ratings
assigned in connection with any Securitization, or (D) a completion bond or
letter of credit issued by a financial institution having a rating by Standard &
Poor's Ratings Group of not less than A-1+ if the term of such bond or letter of
credit is no longer than three (3) months or, if such term is in excess of three
(3) months, issued by a financial institution having a rating that is acceptable
to

                                       46


Lender and that the applicable Rating Agencies have confirmed in writing will
not, in and of itself, result in a downgrade, withdrawal or qualification of the
initial, or, if higher, then current ratings assigned in connection with any
Securitization. Such security shall be in an amount equal to the excess of the
total unpaid amounts with respect to alterations to the Improvements on the
Property (other than such amounts to be paid or reimbursed by tenants under the
Leases) over the Threshold Amount and, if cash, may be applied from time to
time, at the option of Borrower, to pay for such alterations. At the option of
Lender, following the occurrence and during the continuance of an Event of
Default, Lender may terminate any of the alterations and use the deposit to
restore the Property to the extent necessary to prevent any material adverse
effect on the value of the Property.

          5.1.22   INTENTIONALLY OMITTED.

          5.1.23   INTENTIONALLY OMITTED.

          Section 5.2 NEGATIVE COVENANTS. From the date hereof until payment and
performance in full of all obligations of Borrower under the Loan Documents or
the earlier release of the Lien of the Mortgage encumbering the Property in
accordance with the terms of this Agreement and the other Loan Documents,
Borrower covenants and agrees with Lender that it will not do, directly or
indirectly, any of the following:

          5.2.1    OPERATION OF PROPERTY. Borrower shall not, without the prior
consent of Lender, terminate the Management Agreement or otherwise replace the
Manager or enter into any other management agreement with respect to the
Property unless the Manager is in default thereunder beyond any applicable grace
or cure period, in which event no consent by Lender shall be required. Lender
agrees that its consent will not be unreasonably withheld, delayed or
conditioned provided that the Person chosen by Borrower as the replacement
Manager is a Qualifying Manager and provided further that Borrower shall deliver
an acceptable non-consolidation opinion covering such replacement Manager if
such Person was not covered by any such opinion delivered at the closing of the
Loan.

          5.2.2    LIENS. Borrower shall not, without the prior written consent
of Lender, create, incur, assume or suffer to exist any Lien on any portion of
the Property or permit any such action to be taken, except:

          (i)      Permitted Encumbrances;

          (ii)     Liens created by or related to Indebtedness permitted
     pursuant to the Loan Documents; and

          (iii)    Liens for Taxes or Other Charges not yet due (or that
     Borrower is contesting in accordance with the terms of Section 5.1.2
     hereof).

          5.2.3    DISSOLUTION. Borrower shall not (a) engage in any
dissolution, liquidation or consolidation or merger with or into any other
business entity, (b) engage in any business activity not related to the
ownership and operation of its Property, (c) transfer, lease or sell, in one
transaction or any combination of transactions, the assets or all or
substantially all of the properties or assets of Borrower except to the extent
permitted by the Loan Documents, (d)

                                       47


modify, amend, waive or terminate its organizational documents or its
qualification and good standing in any jurisdiction or (e) cause the Sole Member
to (i) dissolve, wind up or liquidate or take any action, or omit to take an
action, as a result of which the Sole Member would be dissolved, wound up or
liquidated in whole or in part, or (ii) amend, modify, waive or terminate the
certificate of limited partnership or partnership agreement of the Sole Member,
in each case, without obtaining the prior written consent of Lender or Lender's
designee.

          5.2.4    CHANGE IN BUSINESS. Borrower shall not enter into any line of
business other than the ownership and operation of its Property, or make any
material change in the scope or nature of its business objectives, purposes or
operations, or undertake or participate in activities other than the continuance
of its present business.

          5.2.5    DEBT CANCELLATION. Borrower shall not cancel or otherwise
forgive or release any claim or debt (other than termination of Leases in
accordance herewith) owed to Borrower by any Person, except for adequate
consideration and in the ordinary course of Borrower's business.

          5.2.6    AFFILIATE TRANSACTIONS. Borrower shall not enter into, or be
a party to, any transaction with an Affiliate of Borrower or any of the partners
of Borrower except in the ordinary course of business and on terms which are
fully disclosed to Lender in advance and are no less favorable to Borrower or
such Affiliate than would be obtained in a comparable arm's-length transaction
with an unrelated third party.

          5.2.7    ZONING. Borrower shall not initiate or consent to any zoning
reclassification of any portion of its Property or seek any variance under any
existing zoning ordinance or use or permit the use of any portion of such
Property in any manner that could result in such use becoming a non-conforming
use under any zoning ordinance or any other applicable land use law, rule or
regulation, without the prior consent of Lender.

          5.2.8    ASSETS. Borrower shall not purchase or own any properties
other than the Property owned by Borrower as of the date hereof as reflected in
the applicable Title Insurance Policy.

          5.2.9    DEBT. Borrower shall not create, incur or assume any
Indebtedness other than the Debt except to the extent expressly permitted
hereby.

          5.2.10   NO JOINT ASSESSMENT. Borrower shall not suffer, permit or
initiate the joint assessment of its Property with (a) any other real property
constituting a tax lot separate from the Property, or (b) any portion of the
Property which may be deemed to constitute personal property, or any other
procedure whereby the Lien of any taxes which may be levied against such
personal property shall be assessed or levied or charged to the Property.

          5.2.11   INTENTIONALLY DELETED.

          5.2.12   ERISA.

          (a)      Borrower shall not engage in any transaction which would
cause any obligation, or action taken or to be taken, hereunder (or the exercise
by Lender of any of its

                                       48


rights under its Note, this Agreement or the other Loan Documents) to be a
non-exempt (under a statutory or administrative class exemption) prohibited
transaction under ERISA.

          (b)      Borrower further covenants and agrees to deliver to Lender
such certifications or other evidence from time to time throughout the term of
the Loan, as requested by Lender in its sole discretion, that (A) Borrower is
not and does not maintain an "employee benefit plan" as defined in Section 3(3)
of ERISA, which is subject to Title I of ERISA, or a "governmental plan" within
the meaning of Section 3(3) of ERISA; (B) Borrower is not subject to state
statutes regulating investments and fiduciary obligations with respect to
governmental plans; and (C) one or more of the following circumstances is true:

          (i)      Equity interests in Borrower are publicly offered securities,
     within the meaning of 29 C.F.R. Section 2510.3-101(b)(2);

          (ii)     Less than twenty-five percent (25%) of each outstanding class
     of equity interests in Borrower are held by "benefit plan investors" within
     the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or

          (iii)    Borrower qualifies as an "operating company" or a "real
     estate operating company" within the meaning of 29 C.F.R. Section
     2510.3-101(c) or (e).

          5.2.13   TRANSFERS. Unless such action is permitted by the provisions
of this Section 5.2.13, each Borrower agrees that it will not (i) sell, assign,
convey, transfer or otherwise dispose of its interests in its Property or any
part thereof, (ii) permit any owner, directly or indirectly, of an ownership
interest in its Property, to transfer such interest, whether by transfer of
stock or other interest in Borrower or any entity, or otherwise, (iii) incur
Indebtedness (other than the Indebtedness permitted pursuant to the terms of
this Agreement), (iv) mortgage, hypothecate or otherwise encumber or grant a
security interest in its Property or any part thereof, (v) sell, assign, convey,
transfer, mortgage, encumber, grant a security interest in, or otherwise dispose
of any direct or indirect ownership interest in Borrower, or permit any owner of
an interest in Borrower to do the same, or (vi) file a declaration of
condominium with respect to its Property (any of the foregoing transactions, a
"TRANSFER"). For purposes hereof, a "Transfer" shall not include (A) any
issuance, sale or transfer of interests in Inland Western Retail Real Estate
Trust, Inc., (B) transfer by devise or descent or by operation of law upon the
death of a member of Borrower, and (C) a sale, transfer or hypothecation of a
membership interest in Borrower, whichever the case may be, by the current
member(s), as applicable, to an immediate family member (i.e., parents, spouses,
siblings, children or grandchildren) of such member (or a trust for the benefit
of any such persons).

          (a)      On and after the date that is twelve (12) months following
     the Closing Date, Lender shall not withhold its consent to a Transfer of
     all of the Properties as part of a single transaction, provided that the
     following conditions are satisfied:

          (1)      the transferee of the Property shall be a Special Purpose
                   Entity (the "TRANSFEREE") which at the time of such transfer
                   will be in compliance with the covenants contained in Section
                   5.1.1 and the representations contained in 4.1.30 hereof and
                   which shall have assumed in writing

                                       49


                   (subject to the terms of Section 9.4 hereof) and agreed to
                   comply with all the terms, covenants and conditions set forth
                   in this Loan Agreement and the other Loan Documents,
                   expressly including the covenants contained in Section 5.1.1
                   and the representations contained in 4.1.30 hereof;

          (2)      if requested by Lender, Borrower shall deliver confirmation
                   in writing from the Rating Agencies that such proposed
                   Transfer will not cause a downgrading, withdrawal or
                   qualification of the then current rating of any securities
                   issued pursuant to such Securitization;

          (3)      if Manager does not act as manager of the transferred
                   Property then the manager of the Property must be a
                   Qualifying Manager;

          (4)      no Event of Default shall have occurred and be continuing;

          (5)      if required or requested by any of the Rating Agencies,
                   Borrower have caused counsel to render a substantive
                   non-consolidation opinion and if required by a Rating Agency
                   a fraudulent conveyance opinion which in each case may be
                   relied upon by the holder of the Note, the Ratings Agencies
                   and their respective counsel, agents and representatives with
                   respect to the proposed transaction, including the
                   Transferee, which opinions shall be acceptable to Lender in
                   its reasonable discretion;

          (6)      Borrower shall have paid (A) an assumption fee equal to one
                   percent (1.0%) of the then outstanding principal balance of
                   the Loan, and (B) the reasonable and customary third-party
                   expenses (including reasonable attorneys' fees and
                   disbursements) actually incurred by Lender in connection with
                   such Transfer; PROVIDED, HOWEVER, no assumption fee shall be
                   required for a Transfer of the Property to a Transferee
                   acceptable to Lender in connection with a joint venture
                   between Inland Western Retail Real Estate Trust, Inc. and an
                   institution acceptable to Lender provided Inland Western
                   Retail Real Estate Trust, Inc., or an Affiliate wholly-owned
                   (directly or indirectly) by Inland Western Retail Real Estate
                   Trust, Inc., owns at least twenty percent (20%) of the
                   ownership interests in such Transferee and for which Inland
                   Western Retail Real Estate Trust, Inc., or an Affiliate
                   wholly-owned (directly or indirectly) by Inland Western
                   Retail Real Estate Trust, Inc., is the managing entity and
                   otherwise maintains operational and managerial control of
                   such Transferee, provided that Borrower shall pay all of
                   Lender's reasonable and customary third-party expenses
                   (including reasonable attorney's fees and disbursements)
                   actually incurred by Lender in connection with such Transfer
                   and a processing fee of $5,000.

Lender shall approve or disapprove any proposed Transfer governed by this
Section 5.2.13(a) within thirty (30) days of Lender's receipt of a written
notice from Borrower requesting Lender's approval, provided such notice includes
all information necessary to make such decision, and further provided that such
written notice from Borrower shall conspicuously state, in large bold

                                       50


type, that "PURSUANT TO SECTION 5.2.13 OF THE LOAN AGREEMENT, A RESPONSE IS
REQUIRED WITHIN THIRTY (30) DAYS OF LENDER'S RECEIPT OF THIS WRITTEN NOTICE". If
Lender fails to disapprove any such matter within such period, Borrower shall
provide a second written notice requesting approval, which written notice shall
conspicuously state, in large bold type, that "PURSUANT TO SECTION 5.2.13 OF THE
LOAN AGREEMENT, THE MATTER DESCRIBED HEREIN SHALL BE DEEMED APPROVED IF LENDER
DOES NOT RESPOND TO THE CONTRARY WITHIN TEN (10) DAYS OF LENDER'S RECEIPT OF
THIS WRITTEN NOTICE". Thereafter, if Lender does not disapprove such matter
within said ten (10) day period such matter shall be deemed approved.

          (b)      On and after the date that is twelve (12) months following
the Closing Date, Lender shall not withhold its consent to, and shall not charge
an assumption fee in connection with, (1) a Transfer of up to, in the aggregate,
forty-nine percent (49%) of the direct or indirect ownership interests in
Borrower, or (2) a Transfer of greater than forty-nine percent (49%) of the
direct or indirect ownership interests in Borrower, PROVIDED that (A) such
transfer is to a Qualified Entity (as defined below), and (B) Borrower shall pay
all of Lender's reasonable and customary third-party expenses (including
reasonable attorneys' fees and disbursements) actually incurred by Lender in
connection with such Transfer and a processing fee of $5,000. For purposes of
this Agreement, a "QUALIFIED ENTITY" shall mean an entity (x) with a net worth
of $200,000,000 or more, (y) with sufficient experience (determined by Lender in
its reasonable discretion) in the ownership and management of properties similar
to the Property, and (z) which owns or manages retail properties containing at
least 500,000 square feet of gross leasable area. If required or requested by
any of the Rating Agencies, Borrower shall deliver a substantive
non-consolidation opinion with respect to any party not now owning more than 49%
of the ownership interests in Borrower acquiring more than 49% of the ownership
interests in Borrower.

          (c)      Notwithstanding anything in this Section 5.2.13 to the
contrary, on or after the date which is twelve (12) months following the Closing
Date, Borrower shall be permitted to Transfer the entire Property in a single
transaction to one (1) newly-formed Special Purpose Entity which shall be
wholly-owned subsidiary of Inland Western Retail Real Estate Trust, Inc.
("PERMITTED AFFILIATE TRANSFEREE") which shall be approved by Lender in its
reasonable discretion ("PERMITTED AFFILIATE TRANSFER"), provided (1) no Event of
Default shall have occurred and be continuing, (2) the creditworthiness of
Inland Western Retail Real Estate Trust, Inc., as applicable, has not
deteriorated, in the sole discretion of Lender, from the Closing Date to the
date of the proposed Transfer, and (3) Borrower shall have paid all reasonable
and customary third party expenses (including reasonable attorneys' fees and
disbursements) actually incurred by Lender in connection with such Transfer (but
not any assumption or processing fee).

          (d)      Borrower, without the consent of Lender, may grant easements,
restrictions, covenants, reservations and rights of way in the ordinary course
of business for access, parking, water and sewer lines, telephone and telegraph
lines, electric lines and other utilities or for other similar purposes,
provided that no transfer, conveyance or encumbrance shall materially impair the
utility and operation of a Property or materially adversely affect the value of
the Property or the Net Operating Income of the Property. If Borrower shall
receive any consideration in connection with any of said described transfers or
conveyances, Borrower shall have the right to use any such proceeds in
connection with any alterations performed in

                                       51


connection therewith, or required thereby. In connection with any transfer,
conveyance or encumbrance permitted above, the Lender shall execute and deliver
any instrument reasonably necessary or appropriate to evidence its consent to
said action or to subordinate the Lien of the applicable Mortgage to such
easements, restrictions, covenants, reservations and rights of way or other
similar grants upon receipt by the Lender of: (A) a copy of the instrument of
transfer; and (B) an Officer's Certificate stating with respect to any transfer
described above, that such transfer does not materially impair the utility and
operation of the Property or materially reduce the value of the Property or the
Net Operating Income of the Property.

                                   ARTICLE VI

                        INSURANCE; CASUALTY; CONDEMNATION

          Section 6.1    INSURANCE.

          (a)      Each Borrower shall obtain and maintain, or (in the case of
the Inland Western New Britain Property) shall cause Anchor Tenant to obtain and
maintain, insurance for Borrower and its Property providing at least the
following coverages:

          (i)      comprehensive all risk insurance on the Improvements and the
     Personal Property, including contingent liability from Operation of
     Building Laws, Demolition Costs and Increased Cost of Construction
     Endorsements, in each case (A) in an amount equal to one hundred percent
     (100%) of the "Full Replacement Cost," which for purposes of this Agreement
     shall mean actual replacement value (exclusive of costs of excavations,
     foundations, underground utilities and footings) with a waiver of
     depreciation; (B) containing an agreed amount endorsement with respect to
     the Improvements and Personal Property waiving all co-insurance provisions;
     (C) providing for no deductible in excess of Ten Thousand and No/100
     Dollars ($10,000) for all such insurance coverage; and (D) containing an
     "Ordinance or Law Coverage" or "Enforcement" endorsement if any of the
     Improvements or the use of the Property shall at any time constitute legal
     non-conforming structures or uses. In addition, Borrower shall obtain: (y)
     if any portion of the Improvements is currently or at any time in the
     future located in a federally designated "special flood hazard area", flood
     hazard insurance in an amount equal to the lesser of (1) the outstanding
     principal balance of the Note or (2) the maximum amount of such insurance
     available under the National Flood Insurance Act of 1968, the Flood
     Disaster Protection Act of 1973 or the National Flood Insurance Reform Act
     of 1994, as each may be amended or such greater amount as Lender shall
     require; and (z) earthquake insurance in amounts and in form and substance
     satisfactory to Lender in the event the Property is located in an area with
     a high degree of seismic activity, provided that the insurance pursuant to
     clauses (y) and (z) hereof shall be on terms consistent with the
     comprehensive all risk insurance policy required under this subsection (i).

          (ii)     commercial general liability insurance against claims for
     personal injury, bodily injury, death or property damage occurring upon, in
     or about the Property, such insurance (A) to be on the so-called
     "occurrence" form with a combined limit, including umbrella coverage, of
     not less than Five Million and No/100 Dollars ($5,000,000.00); (B) to
     continue at not less than the aforesaid limit until required to be changed
     by Lender in

                                       52


     writing by reason of changed economic conditions making such protection
     inadequate; and (C) to cover at least the following hazards: (1) premises
     and operations; (2) products and completed operations on an "if any" basis;
     (3) independent contractors; (4) blanket contractual liability for all
     legal contracts; and (5) contractual liability covering the indemnities
     contained in Article 9 of the Mortgage to the extent the same is available;

          (iii)    business income insurance (A) with loss payable to Lender;
     (B) covering all risks required to be covered by the insurance provided for
     in subsection (i) above; (C) covering rental losses or business
     interruption, as may be applicable, for a period of at least twelve (12)
     months after the date of the casualty; and (D) in an annual amount equal to
     100% of the rents or estimated gross revenues from the operation of the
     Property (as reduced to reflect expenses not incurred during a period of
     Restoration). The amount of such business income insurance shall be
     determined prior to the date hereof and at least once each year thereafter
     based on Borrower's reasonable estimate of the gross income from the
     Property for the succeeding twelve (12) month period. All proceeds payable
     to Lender pursuant to this subsection shall be held by Lender and shall be
     applied to the obligations secured by the Loan Documents from time to time
     due and payable hereunder and under the Note; PROVIDED, HOWEVER, that
     nothing herein contained shall be deemed to relieve Borrower of its
     obligations to pay the obligations secured by the Loan Documents on the
     respective dates of payment provided for in the Note and the other Loan
     Documents except to the extent such amounts are actually paid out of the
     proceeds of such business income insurance;

          (iv)     at all times during which structural construction, repairs or
     alterations are being made with respect to the Improvements, and only if
     the Property coverage form does not otherwise apply, (A) owner's contingent
     or protective liability insurance covering claims not covered by or under
     the terms or provisions of the above mentioned commercial general liability
     insurance policy; and (B) the insurance provided for in subsection (i)
     above written in a so-called builder's risk completed value form (1) on a
     non-reporting basis, (2) against all risks insured against pursuant to
     subsection (i) above, (3) including permission to occupy the Property, and
     (4) with an agreed amount endorsement waiving co-insurance provisions;

          (v)      workers' compensation, subject to the statutory limits of the
     State;

          (vi)     comprehensive boiler and machinery insurance, if applicable,
     in amounts as shall be reasonably required by Lender on terms consistent
     with the commercial property insurance policy required under subsection (i)
     above;

          (vii)    umbrella liability insurance in an amount not less than Five
     Million and No/100 Dollars ($5,000,000.00) per occurrence on terms
     consistent with the commercial general liability insurance policy required
     under subsection (ii) above;

          (viii)   if any of the policies of insurance covering the risks
     required to be covered under subsections (i) through (vii) above contains
     an exclusion from coverage for acts of terrorism, Borrower shall obtain and
     maintain a separate policy providing such coverages in the event of any act
     of terrorism, provided such coverage is commercially available for

                                       53


     properties similar to the Property and located in or around the region in
     which the Property is located. Notwithstanding the foregoing, Borrower
     shall not be required to obtain such a policy, provided (I) Borrower
     confirms to Lender, in writing, that it shall protect and hold Lender
     harmless from any losses associated with such risks by, among other things,
     either (A) depositing with Lender sums sufficient to pay for all uninsured
     costs related to a Restoration of the Property following any act of
     terrorism (which sum shall be treated as a Net Proceeds Deficiency), or (B)
     provided such act of terrorism occurs on or after the Permitted Prepayment
     Date, prepaying the Loan in accordance with the terms hereof, including,
     without limitation, the payment of any Prepayment Consideration due in
     connection therewith; (II) Inland Western Retail Real Estate Trust, Inc.
     ("TERRORISM INSURANCE GUARANTOR") executes a guaranty, in form and
     substance satisfactory to Lender, guaranteeing in the event of any act of
     terrorism, payment to Lender of any sums that Borrower is obligated to pay
     to Lender under clause (I) above (which shall be applied in accordance with
     Section 6.4 hereof) and (III) Terrorism Insurance Guarantor maintains a net
     worth of at least $300,000,000 (as determined by such entity's most recent
     audited financial statements), such entity maintains a direct or indirect
     ownership interest in Borrower, and the aggregate loan-to-value ratio (as
     determined by Lender) ("LTV") for all properties on which such entity has a
     direct or indirect ownership interest shall not exceed 55%, however,
     Terrorism Insurance Guarantor may exceed the 55% LTV for a period not to
     exceed six (6) months out of any twelve (12) month period either 1) during
     the time period when Terrorism Insurance Guarantor is offering securities
     to the public, or 2) when in the business judgement of Terrorism Insurance
     Guarantor, exceeding an LTV of 55% is necessary given existing
     circumstances of the credit environment, but in no event shall the LTV
     exceed 65% if Terrorism Insurance Guarantor maintains a net worth greater
     than or equal to $300,000,000, but less than $400,000,000, or 70% if
     Terrorism Insurance Guarantor maintains a net worth of at least
     $400,000,000.

          (ix)     upon sixty (60) days' written notice, such other reasonable
     insurance and in such reasonable amounts as Lender from time to time may
     reasonably request against such other insurable hazards which at the time
     are commonly insured against for property similar to the Property located
     in or around the region in which the Property is located.

          (b)      All insurance provided for in Section 6.1(a) shall be
obtained under valid and enforceable policies (collectively, the "POLICIES" or
in the singular, the "POLICY"), and shall be subject to the approval of Lender
as to insurance companies, amounts, deductibles, loss payees and insureds. The
Policies shall be issued by financially sound and responsible insurance
companies authorized to do business in the State and having a rating of "A:X" or
better in the current Best's Insurance Reports and a claims paying ability
rating of "AA" or better by at least two (2) of the Rating Agencies including,
(i) Standard & Poor's Ratings Group, and (ii) Moody's Investors Services, Inc.
if Moody's Investors Service, Inc. is rating the Securities. The Policies
described in Section 6.1 (other than those strictly limited to liability
protection) shall designate Lender as loss payee. Not less than thirty (30) days
prior to the expiration dates of the Policies theretofore furnished to Lender,
certificates of insurance evidencing the Policies accompanied by evidence
satisfactory to Lender of payment of the premiums due thereunder (the "INSURANCE
PREMIUMS"), shall be delivered by Borrower to Lender.

                                       54


          (c)      Any blanket insurance Policy shall specifically allocate to
the Property the amount of coverage from time to time required hereunder and
shall otherwise provide the same protection as would a separate Policy insuring
only the Property in compliance with the provisions of Section 6.1(a).

          (d)      All Policies of insurance provided for or contemplated by
Section 6.1(a), except for the Policy referenced in Section 6.1(a)(v), shall
name Borrower, or the applicable Tenant, as the insured and Lender as the
additional insured, as its interests may appear, and in the case of property
damage, boiler and machinery, flood and earthquake insurance, shall contain a
so-called New York standard non-contributing mortgagee clause in favor of Lender
providing that the loss thereunder shall be payable to Lender.

          (e)      All Policies of insurance provided for in Section 6.1(a)
shall contain clauses or endorsements to the effect that:

          (i)      no act or negligence of Borrower, or anyone acting for
     Borrower, or of any Tenant or other occupant, or failure to comply with the
     provisions of any Policy, which might otherwise result in a forfeiture of
     the insurance or any part thereof, shall in any way affect the validity or
     enforceability of the insurance insofar as Lender is concerned;

          (ii)     the Policy shall not be materially changed (other than to
     increase the coverage provided thereby) or canceled without at least thirty
     (30) days' written notice to Lender and any other party named therein as an
     additional insured;

          (iii)    the issuers thereof shall give written notice to Lender if
     the Policy has not been renewed fifteen (15) days prior to its expiration;
     and

          (iv)     Lender shall not be liable for any Insurance Premiums thereon
     or subject to any assessments thereunder.

          (f)      If at any time Lender is not in receipt of written evidence
that all insurance required hereunder is in full force and effect, Lender shall
have the right, after ten (10) Business Days written notice to Borrower, to take
such action as Lender deems necessary to protect its interest in the Property,
including, without limitation, the obtaining of such insurance coverage as
Lender in its sole discretion deems appropriate. All premiums incurred by Lender
in connection with such action or in obtaining such insurance and keeping it in
effect shall be paid by Borrower to Lender upon demand and, until paid, shall be
secured by the Mortgage and shall bear interest at the Default Rate. If Borrower
fails in so insuring the Property or in so assigning and delivering the
Policies, Lender may, at its option, obtain such insurance using such carriers
and agencies as Lender shall elect from year to year and pay the premiums
therefor, and Borrower will reimburse Lender for any premium so paid, with
interest thereon as stated in the Note from the time of payment, on demand, and
the amount so owning to Lender shall be secured by the Mortgage. The insurance
obtained by Lender may, but need not, protect Borrower's interest and the
coverage that Lender purchases may not pay any claim that Borrower makes or any
claim that is made against Borrower in connection with the Property.

                                       55


          (g)      Notwithstanding the foregoing, provided (in the case of the
Inland Western New Britain Property) that Anchor Tenant is required under the
Anchor Tenant Lease to maintain some or all of the insurance required hereunder
with respect to the Inland Western New Britain Property at its sole cost, and
Anchor Tenant is in compliance with such obligations, such compliance by Anchor
Tenant shall be deemed to satisfy the relevant requirements of this Section 6.1
with respect to such insurance so maintained, except for the requirements of
Section 6.1(a)(viii).

          Section 6.2    CASUALTY. If a Property shall be damaged or destroyed,
in whole or in part, by fire or other casualty (a "CASUALTY"), the applicable
Borrower (a) shall give to Lender prompt notice of such damage reasonably
estimated by Borrower to cost more than One Hundred Thousand Dollars
($100,000.00) to repair, and (b) shall promptly commence and diligently
prosecute the completion of the repair and restoration of the Property as nearly
as possible to the condition the Property was in immediately prior to such fire
or other casualty, with such alterations as may be reasonably approved by Lender
(a "RESTORATION") and otherwise in accordance with Section 6.4. Borrower shall
pay all costs of such Restoration whether or not such costs are covered by
insurance. Lender may, but shall not be obligated to make proof of loss if not
made promptly by Borrower.

          Section 6.3    CONDEMNATION.

          (a)      Each Borrower shall promptly give Lender notice of the actual
or threatened commencement of any proceeding for the Condemnation of its
Property and shall deliver to Lender copies of any and all papers served in
connection with such proceedings. Lender may participate in any such
proceedings, and Borrower shall from time to time deliver to Lender all
instruments requested by it to permit such participation. Borrower shall, at its
expense, diligently prosecute any such proceedings, and shall consult with
Lender, its attorneys and experts, and cooperate with them in the carrying on or
defense of any such proceedings. Notwithstanding any taking by any public or
quasi-public authority through Condemnation or otherwise (including but not
limited to any transfer made in lieu of or in anticipation of the exercise of
such taking), Borrower shall continue to pay the Debt at the time and in the
manner provided for its payment in the Note and in this Agreement and the Debt
shall not be reduced until any Award shall have been actually received and
applied by Lender, after the deduction of expenses of collection, to the
reduction or discharge of the Debt. Lender shall not be limited to the interest
paid on the Award by the condemning authority but shall be entitled to receive
out of the Award interest at the rate or rates provided herein or in the Note.
If the Property or any portion thereof is taken by a condemning authority,
Borrower shall promptly commence and diligently prosecute the Restoration of the
Property and otherwise comply with the provisions of Section 6.4. If the
Property is sold, through foreclosure or otherwise, prior to the receipt by
Lender of the Award, Lender shall have the right, whether or not a deficiency
judgment on the Note shall have been sought, recovered or denied, to receive the
Award, or a portion thereof sufficient to pay the Debt.

          (b)      Notwithstanding the foregoing, provided (in the case of the
Inland Western New Britain Property) that the Anchor Tenant Lease continues to
be in full force and effect, Anchor Tenant remains the Tenant under such Anchor
Tenant Lease, and no default shall then exist under the Anchor Tenant Lease, in
the event of a conflict between the terms set forth

                                       56


in subsection 6.3(a) and the terms of the Anchor Tenant Lease, the Anchor Tenant
Lease shall govern and control.

          Section 6.4    RESTORATION. With respect to each Property, provided
the Tenant Lease in place as of the date hereof continues to be in full force
and effect, the applicable Tenant remains the Tenant under such Tenant Lease,
and no default shall then exist under such Tenant Lease, the applicable Tenant
Lease shall govern and control in the event of a conflict between the following
provisions of this Section 6.4 and the Tenant Lease regarding the Restoration of
a Property:

          (a)      If the Net Proceeds shall be less than Relevant Restoration
Threshold and the costs of completing the Restoration shall be less than the
Relevant Restoration Threshold, the Net Proceeds will be disbursed by Lender to
the applicable Borrower upon receipt, provided that all of the conditions set
forth in clauses (A), (E), (F), (G), (H), (J) and (L) of Section 6.4(b)(i) below
are met and Borrower delivers to Lender a written undertaking to expeditiously
commence and to satisfactorily complete with due diligence the Restoration in
accordance with the terms of this Agreement.

          (b)      If the Net Proceeds are equal to or greater than the Relevant
Restoration Threshold or the costs of completing the Restoration is equal to or
greater than the Relevant Restoration Threshold, then in either case, Lender
shall make the Net Proceeds available for the Restoration in accordance with the
provisions of this Section 6.4(b). The term "NET PROCEEDS" for purposes of this
Section 6.4 shall mean: (x) the net amount of all insurance proceeds received by
Lender pursuant to Section 6.1(a)(i), (iv), (vi) and (viii) as a result of such
damage or destruction, after deduction of its reasonable costs and expenses
(including, but not limited to, reasonable counsel fees), if any, in collecting
same ("INSURANCE PROCEEDS"), or (y) the net amount of the Award, after deduction
of its reasonable costs and expenses (including, but not limited to, reasonable
counsel fees), if any, in collecting same ("CONDEMNATION PROCEEDS"), whichever
the case may be.

          (i)      The Net Proceeds shall be made available to Borrower for
     Restoration provided that each of the following conditions are met:

                       (A)   no Event of Default shall have occurred and be
                   continuing:

                       (B)   (1) in the event the Net Proceeds are Insurance
                   Proceeds, and (x) less than twenty-five percent (25%) of the
                   total floor area of the Improvements on the Property has been
                   damaged, destroyed or rendered unusable as a result of such
                   fire or other casualty, or (y) Borrower is required under a
                   Lease exceeding the Relevant Leasing Threshold to use the Net
                   Proceeds for the restoration of the Property, or (2) in the
                   event the Net Proceeds are Condemnation Proceeds, and (x)
                   less than ten percent (10%) of the land constituting the
                   Property is taken, and such land is located along the
                   perimeter or periphery of the Property, and no portion of the
                   Improvements is located on such land, or (y) Borrower is
                   required under a Lease exceeding the Relevant Leasing
                   Threshold to use the Net Proceeds for the restoration of the
                   Property;

                                       57


                       (C)   Leases demising in the aggregate a percentage
                   amount equal to or greater than the Rentable Space Percentage
                   of the total rentable space in the Property which has been
                   demised under executed and delivered Leases in effect as of
                   the date of the occurrence of such fire or other casualty or
                   taking, whichever the case may be, shall remain in full force
                   and effect during and after the completion of the
                   Restoration, notwithstanding the occurrence of any such fire
                   or other casualty or taking, whichever the case may be, and
                   will make all necessary repairs and restorations thereto at
                   their sole cost and expense. The term "RENTABLE SPACE
                   PERCENTAGE" shall mean (x) in the event the Net Proceeds are
                   Insurance Proceeds, a percentage amount equal to fifty
                   percent (50%) and (y) in the event the Net Proceeds are
                   Condemnation Proceeds, a percentage amount equal to fifty
                   percent (50%);

                       (D)   Borrower shall commence the Restoration as soon as
                   reasonably practicable (but in no event later than ninety
                   (90) days after such damage or destruction or taking,
                   whichever the case may be, occurs) and shall diligently
                   pursue the same to satisfactory completion;

                       (E)   Lender shall be satisfied that any operating
                   deficits, including all scheduled payments of principal and
                   interest under the Note, which will be incurred with respect
                   to the Property as a result of the occurrence of any such
                   fire or other casualty or taking, whichever the case may be,
                   will be covered out of (1) the Net Proceeds, (2) the
                   insurance coverage referred to in Section 6.1(a)(iii), if
                   applicable, or (3) by other funds of Borrower;

                       (F)   Lender shall be satisfied that the Restoration will
                   be completed on or before the earliest to occur of (1) the
                   Maturity Date, (2) the earliest date required for such
                   completion under the terms of any Leases, (3) such time as
                   may be required under applicable zoning law, ordinance, rule
                   or regulation in order to repair and restore the Property to
                   the condition it was in immediately prior to such fire or
                   other casualty or to as nearly as possible the condition it
                   was in immediately prior to such taking, as applicable or (4)
                   the expiration of the insurance coverage referred to in
                   Section 6.1(a)(iii);

                       (G)   the Property and the use thereof after the
                   Restoration will be in compliance with and permitted under
                   all applicable zoning laws, ordinances, rules and regulations
                   provided, however, that compliance with such zoning laws,
                   ordinances, rules and regulations (including, without
                   limitation, parking requirements) will not require
                   restoration of the Improvements or the Property to a size,
                   condition, or configuration materially different than that
                   which existed immediately prior to such Casualty or taking;

                                       58


                       (H)   the Restoration shall be done and completed by
                   Borrower in an expeditious and diligent fashion and in
                   compliance with all applicable governmental laws, rules and
                   regulations (including, without limitation, all applicable
                   environmental laws);

                       (I)   such fire or other casualty or taking, as
                   applicable, does not result in the loss of access to the
                   Property or the related Improvements;

                       (J)   the Debt Service Coverage Ratio with respect to the
                   applicable Property and the Aggregate Debt Service Coverage
                   Ratio, after giving effect to the Restoration, shall be equal
                   to or greater than 2.4:1.0;

                       (K)   Borrower shall deliver or cause to be delivered to
                   Lender a signed detailed budget approved in writing by
                   Borrower's architect or engineer stating the entire cost of
                   completing the Restoration, which budget should be consistent
                   with restoration budgets of similar retail properties then
                   owned and operated by nationally recognized owners and
                   operators of retail properties located in the areas in which
                   the Property is located; and

                       (L)   the Net Proceeds together with any cash or cash
                   equivalent deposited by Borrower with Lender are sufficient
                   in Lender's discretion to cover the cost of the Restoration.

          (ii)     The Net Proceeds shall be held by Lender in an interest
     bearing account and, until disbursed in accordance with the provisions of
     this Section 6.4(b), shall constitute additional security for the Debt and
     other obligations under the Loan Documents. The Net Proceeds shall be
     disbursed by Lender to, or as directed by, Borrower from time to time
     during the course of the Restoration, upon receipt of evidence satisfactory
     to Lender that (A) all materials installed and work and labor performed to
     be paid for out of the requested disbursement in connection with the
     Restoration have been performed, and (B) there exist no notices of
     pendency, stop orders, mechanic's or materialman's liens or notices of
     intention to file same, or any other liens or encumbrances of any nature
     whatsoever on the Property which have not either been fully bonded to the
     satisfaction of Lender and discharged of record or in the alternative fully
     insured to the satisfaction of Lender by the title company issuing the
     Title Insurance Policy.

          (iii)    All plans and specifications required in connection with the
     Restoration shall be subject to prior review and acceptance in all respects
     by Lender and by an independent consulting engineer selected by Lender (the
     "CASUALTY CONSULTANT"), such review and acceptance not to be unreasonably
     withheld or delayed. Lender shall have the use of the plans and
     specifications and all permits, licenses and approvals required or obtained
     in connection with the Restoration. The identity of the contractors,
     subcontractors and materialmen engaged in the Restoration, as well as the
     contracts under which they have been engaged, shall be subject to prior
     review and acceptance by Lender and the Casualty Consultant, such review
     and acceptance not to be unreasonably withheld

                                       59


     or delayed. All costs and expenses incurred by Lender in connection with
     making the Net Proceeds available for the Restoration including, without
     limitation, reasonable counsel fees and disbursements and the Casualty
     Consultant's fees, shall be paid by Borrower.

          (iv)     In no event shall Lender be obligated to make disbursements
     of the Net Proceeds in excess of an amount equal to the costs actually
     incurred from time to time for work in place as part of the Restoration, as
     certified by the Casualty Consultant, MINUS the Casualty Retainage. The
     term "CASUALTY RETAINAGE" shall mean an amount equal to ten percent (10%)
     of the costs actually incurred for work in place as part of the
     Restoration, as certified by the Casualty Consultant, until the Restoration
     has been completed. The Casualty Retainage shall in no event, and
     notwithstanding anything to the contrary set forth above in this Section
     6.4(b), be less than the amount actually held back by Borrower from
     contractors, subcontractors and materialmen engaged in the Restoration. The
     Casualty Retainage shall not be released until the Casualty Consultant
     certifies to Lender that the Restoration has been completed in accordance
     with the provisions of this Section 6.4(b) and that all approvals necessary
     for the re-occupancy and use of the Property have been obtained from all
     appropriate governmental and quasi-governmental authorities, and Lender
     receives evidence satisfactory to Lender that the costs of the Restoration
     have been paid in full or will be paid in full out of the Casualty
     Retainage; PROVIDED, HOWEVER, that Lender will release the portion of the
     Casualty Retainage being held with respect to any contractor,
     subcontractor, or materialman engaged in the Restoration as of the date
     upon which the Casualty Consultant certifies to Lender that the contractor,
     subcontractor or materialman has satisfactorily completed all work and has
     supplied all materials in accordance with the provisions of the
     contractor's, subcontractor's or materialman's contract, the contractor,
     subcontractor or materialman delivers the lien waivers and evidence of
     payment in full of all sums due to the contractor, subcontractor or
     materialman as may be reasonably requested by Lender or by the title
     company issuing the Title Insurance Policy, and Lender receives an
     endorsement to the Title Insurance Policy insuring the continued priority
     of the lien of the Mortgage and evidence of payment of any premium payable
     for such endorsement. If required by Lender, the release of any such
     portion of the Casualty Retainage shall be approved by the surety company,
     if any, which has issued a payment or performance bond with respect to the
     contractor, subcontractor or materialman.

          (v)      Lender shall not be obligated to make disbursements of the
     Net Proceeds more frequently than once every calendar month.

          (vi)     If at any time the Net Proceeds or the undisbursed balance
     thereof shall not, in the reasonable opinion of Lender in consultation with
     the Casualty Consultant, be sufficient to pay in full the balance of the
     costs which are estimated by the Casualty Consultant to be incurred in
     connection with the completion of the Restoration, Borrower shall deposit
     the deficiency (the "NET PROCEEDS DEFICIENCY") with Lender before any
     further disbursement of the Net Proceeds shall be made. The Net Proceeds
     Deficiency deposited with Lender shall be held by Lender and shall be
     disbursed for costs actually incurred in connection with the Restoration on
     the same conditions applicable to the disbursement of the Net Proceeds, and
     until so disbursed pursuant to this Section 6.4(b)

                                       60


     shall constitute additional security for the Debt and other obligations
     under the Loan Documents.

          (vii)    The excess, if any, of the Net Proceeds and the remaining
     balance, if any, of the Net Proceeds Deficiency deposited with Lender after
     the Casualty Consultant certifies to Lender that the Restoration has been
     completed in accordance with the provisions of this Section 6.4(b), and the
     receipt by Lender of evidence satisfactory to Lender that all costs
     incurred in connection with the Restoration have been paid in full, shall
     be remitted by Lender to Borrower, provided no Event of Default shall have
     occurred and shall be continuing under the Note, this Agreement or any of
     the other Loan Documents.

          (c)      All Net Proceeds not required (i) to be made available for
the Restoration or (ii) to be returned to Borrower as excess Net Proceeds
pursuant to Section 6.4(b)(vii) may be retained and applied by Lender toward the
payment of the Debt whether or not then due and payable in such order, priority
and proportions as Lender in its sole discretion shall deem proper (provided no
Event of Default exists, such Borrower shall not be required to pay any
Prepayment Consideration in connection with such payment), or, at the discretion
of Lender, the same may be paid, either in whole or in part, to Borrower for
such purposes as Lender shall designate, in its discretion.

          (d)      In the event of foreclosure of the Mortgage with respect to a
Property, or other transfer of title to the Property in extinguishment in whole
or in part of the Debt all right, title and interest of Borrower in and to the
Policies that are not blanket Policies then in force concerning the Property and
all proceeds payable thereunder shall thereupon vest in the purchaser at such
foreclosure or Lender or other transferee in the event of such other transfer of
title.

          (e)      Lender shall with reasonable promptness following any
Casualty or Condemnation notify Borrower whether or not Net Proceeds are
required to be made available to Borrower for restoration pursuant to this
Section 6.4. All Net Proceeds not required to be made available for Restoration
shall be retained and applied by Lender in accordance with SECTION 2.3.2(a)
hereof (a "NET PROCEEDS PREPAYMENT"). If such Net Proceeds Prepayment for the
Inland Park Place Property shall be equal to or greater than Five Million Five
Hundred Thousand and 00/100 Dollars ($5,500,000.00), or for the Inland Western
New Britain Property shall be equal to or greater than Two Million Five Hundred
Thousand and 00/100 Dollars ($2,500,000.00), or (with respect to the Inland
Western New Britain Property) if Anchor Tenant terminates the Anchor Tenant
Lease as a result of such Casualty or Condemnation, Borrower shall have the
right to elect to prepay the remaining outstanding principal balance of the
applicable Note (a "CASUALTY/CONDEMNATION PREPAYMENT") in accordance with
SECTION 2.3.2(b) hereof upon satisfaction of the following conditions: (i)
within thirty (30) days following the date of the Net Proceeds Prepayment,
Borrower shall provide Lender with written notice of Borrower's intention to pay
the applicable Note in full, (ii) Borrower shall pay the applicable Note in
accordance with Section 2.3.2(b) hereof on or before the second Payment Date
following the date of the Net Proceeds Prepayment, and (iii) no Event of Default
shall exist on the date of such Casualty/Condemnation Prepayment.
Notwithstanding anything in Section 6.2 or Section 6.3 to the contrary, Borrower
shall have no obligation to commence Restoration of

                                       61


the Property upon delivery of the written notice set forth in clause (i) of the
preceding sentence (unless Borrower subsequently shall fail to satisfy the
requirement of clause (ii) of the preceding sentence).

                                   ARTICLE VII

                                  RESERVE FUNDS

          Section 7.1    REQUIRED REPAIR FUNDS.

          7.1.1    DEPOSITS. Each Borrower shall perform the repairs at its
Property, if any, as more particularly set forth on SCHEDULE III hereto (such
repairs hereinafter referred to as "REQUIRED REPAIRS") within six (6) months
from the Closing Date, or such earlier time as specified on SCHEDULE III. If
Borrower has not delivered to Lender evidence reasonably satisfactory to Lender
that it has completed all Required Repairs on or before the date that is six (6)
months from the Closing Date, or such earlier time as specified on SCHEDULE III,
each Borrower shall deposit with Lender the amount for its Property set forth on
such SCHEDULE III hereto, if any (less the amount allocated to the performance
of Required Repairs for which evidence of completion has been delivered to
Lender), to perform the Required Repairs for the Property. Amounts so deposited
with Lender, if any, shall be held by Lender in an interest bearing account.
Amounts so deposited, if any, shall hereinafter be referred to as Borrower's
"REQUIRED REPAIR FUND" and the account, if any, in which such amounts are held
shall hereinafter be referred to as Borrower's "REQUIRED REPAIR ACCOUNT". It
shall be an Event of Default under this Agreement if Borrower does not either
(i) does not deposit with Lender the Required Repair Fund as set forth above, or
(ii) complete the Required Repairs at the Property within nine (9) months from
the Closing Date. Upon the occurrence of such an Event of Default, Lender, at
its option, may withdraw all Required Repair Funds from the Required Repair
Account and Lender may apply such funds either to completion of the Required
Repairs at the Property or toward payment of the Debt in such order, proportion
and priority as Lender may determine in its sole discretion. Lender's right to
withdraw and apply Required Repair Funds shall be in addition to all other
rights and remedies provided to Lender under this Agreement and the other Loan
Documents.

          7.1.2    RELEASE OF REQUIRED REPAIR FUNDS. Lender shall disburse to
Borrower the Required Repair Funds from the Required Repair Account from time to
time upon satisfaction by Borrower of each of the following conditions: (i)
Borrower shall submit a written request for payment to Lender at least fifteen
(15) days prior to the date on which Borrower requests such payment be made and
specifies the Required Repairs to be paid, (ii) on the date such request is
received by Lender and on the date such payment is to be made, no Default or
Event of Default shall exist and remain uncured, (iii) Lender shall have
received a certificate from Borrower (A) stating that all Required Repairs at
the Property to be funded by the requested disbursement have been completed in
good and workmanlike manner and in accordance with all applicable federal, state
and local laws, rules and regulations, such certificate to be accompanied by a
copy of any license, permit or other approval by any Governmental Authority
required to commence and/or complete the Required Repairs, (B) identifying each
Person that supplied materials or labor in connection with the Required Repairs
performed at the Property to be funded by the requested disbursement under a
contract in excess of $50,000, and (C) stating that each Person who has

                                       62


supplied materials or labor in connection with the Required Repairs to be funded
by the requested disbursement has been paid in full or will be paid in full upon
such disbursement, such certificate to be accompanied by lien waivers or other
evidence of payment satisfactory to Lender, (iv) at Lender's option, a title
search for the Property indicating that the Property is free from all liens,
claims and other encumbrances not previously approved by Lender, and (v) Lender
shall have received such other evidence as Lender shall reasonably request that
the Required Repairs at the Property to be funded by the requested disbursement
have been completed and are paid for or will be paid upon such disbursement to
Borrower. Lender shall not be required to make disbursements from the Required
Repair Account with respect to the Property more than once each calendar month
and such disbursement shall be made only upon satisfaction of each condition
contained in this Section 7.1.2.

          Section 7.2    TAX AND INSURANCE ESCROW FUND. Each Borrower shall pay
to Lender on each Payment Date (a) one-twelfth of the Taxes that Lender
estimates will be payable during the next ensuing twelve (12) months in order to
accumulate with Lender sufficient funds to pay all such Taxes at least thirty
(30) days prior to their respective due dates and (b) one-twelfth of the
Insurance Premiums that Lender estimates will be payable for the renewal of the
coverage afforded by the Policies upon the expiration thereof in order to
accumulate with Lender sufficient funds to pay all such Insurance Premiums at
least thirty (30) days prior to the expiration of the Policies, (said amounts in
(a) and (b) above are hereinafter called the "TAX AND INSURANCE ESCROW FUND").
The Tax and Insurance Escrow Fund and the payments of interest or principal or
both, payable pursuant to the Note, shall be added together and shall be paid as
an aggregate sum by Borrower to Lender. Lender will apply the Tax and Insurance
Escrow Fund to payments of Taxes and Insurance Premiums required to be made by
Borrower pursuant to this Agreement and under the Mortgage. In making any
payment relating to the Tax and Insurance Escrow Fund, Lender may do so
according to any bill, statement or estimate procured from the appropriate
public office (with respect to Taxes) or insurer or agent (with respect to
Insurance Premiums) or from Borrower without inquiry into the accuracy of such
bill, statement or estimate or into the validity of any tax, assessment, sale,
forfeiture, tax lien or title or claim thereof, provided, however, Lender shall
use reasonable efforts to pay such real property taxes sufficiently early to
obtain the benefit of any available discounts of which it has knowledge. If the
amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for
Taxes and Insurance Premiums, Lender shall, in its sole discretion, return any
excess to Borrower or credit such excess against future payments to be made to
the Tax and Insurance Escrow Fund. The Tax and Insurance Escrow Fund shall be
held by Lender in an interest-bearing account and shall at Lender's option be
held in an Eligible Account at an Eligible Institution. Any interest earned on
said account shall accrue in said account for the benefit of Borrower, but shall
remain in and constitute part of the Tax and Insurance Escrow Fund, and shall be
disbursed in accordance with the terms hereof. Any amount remaining in the Tax
and Insurance Escrow Fund after the Debt has been paid in full shall be returned
to Borrower. In allocating such excess, Lender may deal with the Person shown on
the records of Lender to be the owner of the Property. If at any time Lender
reasonably determines that the Tax and Insurance Escrow Fund is not or will not
be sufficient to pay Taxes or Insurance Premiums by the dates set forth above,
Lender shall notify Borrower of such determination and Borrower shall increase
its monthly payments to Lender by the amount that Lender estimates is sufficient
to make up the deficiency at least thirty (30) days prior to delinquency of the
Taxes or Insurance Premiums.

                                       63


Notwithstanding anything to the contrary hereinbefore contained, in the event
that Borrower provides (1) evidence satisfactory to Lender that the Property is
insured in accordance with Section 6.1 of this Agreement and (2) evidence
satisfactory to Lender that the Taxes for the Property have been paid in
accordance with the requirements set forth in this Agreement, Lender will waive
the requirement set forth herein for Borrower to make deposits into the Tax and
Insurance Escrow Fund for the payment of Insurance Premiums and for payment of
such Taxes, provided, however, Lender expressly reserves the right to require
Borrower to make deposits to the Tax and Insurance Escrow Fund for the payment
of Insurance Premiums if at any time the Property is not insured in accordance
with Section 6.1 of this Agreement or Taxes are not paid in accordance with the
requirements of this Agreement.

          Section 7.3    REPLACEMENTS AND REPLACEMENT RESERVE.

          7.3.1    REPLACEMENT RESERVE FUND. Each Borrower shall pay to Lender
on the date hereof and on each Payment Date one twelfth of the amount (the
"REPLACEMENT RESERVE MONTHLY DEPOSIT") reasonably estimated by Lender in its
sole discretion to be due for replacements and repairs required to be made to
its Property during the calendar year (collectively, the "REPLACEMENTS"), which
Replacement Reserve Monthly Deposit shall be in an amount equal to no less than
$0.15 per year per square foot of gross leasable area. Amounts so deposited
shall hereinafter be referred to as Borrower's "REPLACEMENT RESERVE FUND" and
the account in which such amounts are held shall hereinafter be referred to as
Borrower's "REPLACEMENT RESERVE ACCOUNT". Lender may reassess its estimate of
the amount necessary for the Replacement Reserve Fund from time to time, and may
increase the monthly amounts required to be deposited into the Replacement
Reserve Fund upon thirty (30) days notice to Borrower if Lender determines in
its reasonable discretion that an increase is necessary to maintain the proper
maintenance and operation of the Property. Any amount held in the Replacement
Reserve Account and allocated for the Property shall be retained by Lender in an
interest bearing account, or, at the option of Lender, in an Eligible Account at
an Eligible Institution; PROVIDED, HOWEVER, that, any interest earned on said
account shall accrue in said account for the benefit of Borrower, but shall
remain in and constitute part of the Replacement Reserve Fund, and shall be
disbursed in accordance with the terms hereof..

Notwithstanding anything to the contrary in this Section 7.3, Borrower shall not
be required to make Replacement Reserve Monthly Deposits, provided that: (i) no
Event of Default shall have occurred; and (ii) Borrower makes all necessary
Replacements and otherwise maintains the Property to Lender's satisfaction. Upon
notice from Lender following: (a) an Event of Default; or (b) the failure of
Borrower to make necessary Replacements or otherwise maintain the Property to
Lender's satisfaction, Borrower shall begin to deposit the Replacement Reserve
Monthly Deposit into the Replacement Reserve Fund beginning on the Payment Date
(as defined herein) immediately following the date of such notice.

          Section 7.3.2  DISBURSEMENTS FROM REPLACEMENT RESERVE ACCOUNT.

             (a)   Lender shall make disbursements from the Replacement Reserve
Account to pay Borrower only for the costs of the Replacements. Lender shall not
be obligated to make disbursements from the Replacement Reserve Account to
reimburse Borrower for the costs of

                                       64


routine maintenance to the Property or for costs which are to be reimbursed from
the Required Repair Fund (if any).

             (b)   Lender shall, upon written request from Borrower and
satisfaction of the requirements set forth in this Section 7.3.2, disburse to
Borrower amounts from the Replacement Reserve Account necessary to pay for the
actual approved costs of Replacements or to reimburse Borrower therefor, upon
completion of such Replacements (or, upon partial completion in the case of
Replacements made pursuant to Section 7.3.2(f)) as determined by Lender. In no
event shall Lender be obligated to disburse funds from the Replacement Reserve
Account if a Default or an Event of Default exists.

             (c)   Each request for disbursement from the Replacement Reserve
Account shall be in a form specified or approved by Lender and shall specify (i)
the specific Replacements for which the disbursement is requested, (ii) the
quantity and price of each item purchased, if the Replacement includes the
purchase or replacement of specific items, (iii) the price of all materials
(grouped by type or category) used in any Replacement other than the purchase or
replacement of specific items, and (iv) the cost of all contracted labor or
other services applicable to each Replacement for which such request for
disbursement is made. With each request Borrower shall certify that all
Replacements have been made in accordance with all applicable Legal Requirements
of any Governmental Authority having jurisdiction over the Property to which the
Replacements are being provided and, unless Lender has agreed to issue joint
checks as described below, each request shall include evidence of payment of all
such amounts. Each request for disbursement shall include copies of invoices for
all items or materials purchased and all contracted labor or services provided.
Except as provided in Section 7.3.2(e), each request for disbursement from the
Replacement Reserve Account shall be made only after completion of the
Replacement for which disbursement is requested. Borrower shall provide Lender
evidence of completion satisfactory to Lender in its reasonable judgment.

             (d)   Borrower shall pay all invoices in connection with the
Replacements with respect to which a disbursement is requested prior to
submitting such request for disbursement from the Replacement Reserve Account
or, at the request of Borrower, Lender will issue joint checks, payable to
Borrower and the contractor, supplier, materialman, mechanic, subcontractor or
other party to whom payment is due in connection with a Replacement. In the case
of payments made by joint check, Lender may require a waiver of lien from each
Person receiving payment prior to Lender's disbursement from the Replacement
Reserve Account. In addition, as a condition to any disbursement, Lender may
require Borrower to obtain lien waivers from each contractor, supplier,
materialman, mechanic or subcontractor who receives payment in an amount equal
to or greater than $100,000 for completion of its work or delivery of its
materials. Any lien waiver delivered hereunder shall conform to the requirements
of applicable law and shall cover all work performed and materials supplied
(including equipment and fixtures) for the Property by that contractor,
supplier, subcontractor, mechanic or materialman through the date covered by the
current reimbursement request (or, in the event that payment to such contractor,
supplier, subcontractor, mechanic or materialmen is to be made by a joint check,
the release of lien shall be effective through the date covered by the previous
release of funds request).

             (e)   If (i) the cost of a Replacement exceeds $100,000, (ii) the
contractor performing such Replacement requires periodic payments pursuant to
terms of a written contract,

                                       65


and (iii) Lender has approved in writing in advance such periodic payments, a
request for reimbursement from the Replacement Reserve Account may be made after
completion of a portion of the work under such contract, provided (A) such
contract requires payment upon completion of such portion of the work, (B) the
materials for which the request is made are on site at the Property and are
properly secured or have been installed in the Property, (C) all other
conditions in this Agreement for disbursement have been satisfied, (D) funds
remaining in the Replacement Reserve Account are, in Lender's judgment,
sufficient to complete such Replacement and other Replacements when required,
and (E) if required by Lender, each contractor or subcontractor receiving
payments under such contract shall provide a waiver of lien with respect to
amounts which have been paid to that contractor or subcontractor.

             (f)   Borrower shall not make a request for disbursement from the
Replacement Reserve Account more frequently than once in any calendar month and
(except in connection with the final disbursement) the total cost of all
Replacements in any request shall not be less than $5,000.00.

     Section 7.3.3 PERFORMANCE OF REPLACEMENTS.

             (a)   Borrower shall make Replacements when required in order to
keep the Property in condition and repair consistent with other first class,
retail properties in the same market segment in the metropolitan area in which
the Property is located, and to keep the Property or any portion thereof from
deteriorating. Borrower shall complete all Replacements in a good and
workmanlike manner as soon as practicable following the commencement of making
each such Replacement.

             (b)   Lender reserves the right, at its option, to approve all
contracts or work orders with materialmen, mechanics, suppliers, subcontractors,
contractors or other parties providing labor or materials under contracts for an
amount in excess of $100,000 in connection with the Replacements performed by
Borrower. Upon Lender's request, Borrower shall assign any contract or
subcontract to Lender.

             (c)   In the event Lender determines in its reasonable discretion
that any Replacement is not being performed in a workmanlike or timely manner or
that any Replacement has not been completed in a workmanlike or timely manner,
and such failure continues to exist for more than thirty (30) days after notice
from Lender to Borrower, Lender shall have the option to withhold disbursement
for such unsatisfactory Replacement and to proceed under existing contracts or
to contract with third parties to complete such Replacement and to apply the
Replacement Reserve Fund toward the labor and materials necessary to complete
such Replacement, without providing any prior notice to Borrower and to exercise
any and all other remedies available to Lender upon an Event of Default
hereunder.

             (d)   In order to facilitate Lender's completion or making of the
Replacements pursuant to Section 7.3.3(c) above, Borrower grants Lender the
right to enter onto the Property and perform any and all work and labor
necessary to complete or make the Replacements and/or employ watchmen to protect
the Property from damage, subject to the rights of Tenants. All sums so expended
by Lender, to the extent not from the Replacement Reserve Fund, shall be deemed
to have been advanced under the Loan to Borrower and secured by the Mortgage.
For

                                       66


this purpose Borrower constitutes and appoints Lender its true and lawful
attorney-in-fact with full power of substitution to complete or undertake the
Replacements in the name of Borrower. Such power of attorney shall be deemed to
be a power coupled with an interest and cannot be revoked but shall only be
effective following an Event of Default. Borrower empowers said attorney-in-fact
as follows: (i) to use any funds in the Replacement Reserve Account for the
purpose of making or completing the Replacements; (ii) to make such additions,
changes and corrections to the Replacements as shall be necessary or desirable
to complete the Replacements; (iii) to employ such contractors, subcontractors,
agents, architects and inspectors as shall be required for such purposes; (iv)
to pay, settle or compromise all existing bills and claims which are or may
become Liens against the Property, or as may be necessary or desirable for the
completion of the Replacements, or for clearance of title; (v) to execute all
applications and certificates in the name of Borrower which may be required by
any of the contract documents; (vi) to prosecute and defend all actions or
proceedings in connection with the Property or the rehabilitation and repair of
the Property; and (vii) to do any and every act which Borrower might do in its
own behalf to fulfill the terms of this Agreement.

             (e)   Nothing in this Section 7.3.3 shall: (i) make Lender
responsible for making or completing the Replacements; (ii) require Lender to
expend funds in addition to the Replacement Reserve Fund to make or complete any
Replacement; (iii) obligate Lender to proceed with the Replacements; or (iv)
obligate Lender to demand from Borrower additional sums to make or complete any
Replacement.

             (f)   Borrower shall permit Lender and Lender's agents and
representatives (including, without limitation, Lender's engineer, architect, or
inspector) or third parties making Replacements pursuant to this Section 7.3.3
to enter onto the Property during normal business hours (subject to the rights
of tenants under their Leases) to inspect the progress of any Replacements and
all materials being used in connection therewith, to examine all plans and shop
drawings relating to such Replacements which are or may be kept at the Property,
and to complete any Replacements made pursuant to this Section 7.3.3. Borrower
shall cause all contractors and subcontractors to cooperate with Lender or
Lender's representatives or such other persons described above in connection
with inspections described in this Section 7.3.3(f) or the completion of
Replacements pursuant to this Section 7.3.3.

             (g)   Lender may require an inspection of the Property at
Borrower's expense prior to making a monthly disbursement in excess of $10,000
from the Replacement Reserve Account in order to verify completion of the
Replacements for which reimbursement is sought. Lender may require that such
inspection be conducted by an appropriate independent qualified professional
selected by Lender and/or may require a copy of a certificate of completion by
an independent qualified professional acceptable to Lender prior to the
disbursement of any amounts from the Replacement Reserve Account. Borrower shall
pay the expense of the inspection as required hereunder, whether such inspection
is conducted by Lender or by an independent qualified professional.

             (h)   The Replacements and all materials, equipment, fixtures, or
any other item comprising a part of any Replacement shall be constructed,
installed or completed, as applicable, free and clear of all mechanic's,
materialman's or other liens (except for those Liens existing on the date of
this Agreement which have been approved in writing by Lender).

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             (i)   Before each disbursement from the Replacement Reserve
Account, Lender may require Borrower to provide Lender with a search of title to
the Property effective to the date of the disbursement, which search shows that
no mechanic's or materialmen's liens or other liens of any nature have been
placed against the Property since the date of recordation of the Mortgage and
that title to the Property is free and clear of all Liens (other than the lien
of the Mortgage and any other Liens previously approved in writing by Lender, if
any).

             (j)   All Replacements shall comply with all applicable Legal
Requirements of all Governmental Authorities having jurisdiction over the
Property and applicable insurance requirements including, without limitation,
applicable building codes, special use permits, environmental regulations, and
requirements of insurance underwriters.

             (k)   In addition to any insurance required under the Loan
Documents, Borrower shall provide or cause to be provided workmen's compensation
insurance, builder's risk, and public liability insurance and other insurance to
the extent required under applicable law in connection with a particular
Replacement. All such policies shall be in form and amount reasonably
satisfactory to Lender. All such policies which can be endorsed with standard
mortgagee clauses making loss payable to Lender or its assigns shall be so
endorsed. Certified copies of such policies shall be delivered to Lender.

     Section 7.3.4 FAILURE TO MAKE REPLACEMENTS.

             (a)   It shall be an Event of Default under this Agreement if a
Borrower fails to comply with any provision of this Section 7.3 and such failure
is not cured within thirty (30) days after notice from Lender; PROVIDED,
however, if such failure is not capable of being cured within said thirty (30)
day period, then provided that Borrower commences action to complete such cure
and thereafter diligently proceeds to complete such cure, such thirty (30) day
period shall be extended for such time as is reasonably necessary for Borrower,
in the exercise of due diligence, to cure such failure, but such additional
period of time shall not exceed sixty (60) days. Upon the occurrence of such an
Event of Default, Lender may use the Replacement Reserve Fund (or any portion
thereof) for any purpose, including but not limited to completion of the
Replacements as provided in Section 7.3.3, or for any other repair or
replacement to the Property or toward payment of the Debt in such order,
proportion and priority as Lender may determine in its sole discretion. Lender's
right to withdraw and apply the Replacement Reserve Funds shall be in addition
to all other rights and remedies provided to Lender under this Agreement and the
other Loan Documents.

             (b)   Nothing in this Agreement shall obligate Lender to apply all
or any portion of the Replacement Reserve Fund on account of an Event of Default
to payment of the Debt or in any specific order or priority.

     Section 7.3.5 BALANCE IN THE REPLACEMENT RESERVE ACCOUNT. The insufficiency
of any balance in the Replacement Reserve Account shall not relieve Borrower
from its obligation to fulfill all preservation and maintenance covenants in the
Loan Documents.

     Section 7.3.6 INDEMNIFICATION. Borrower shall indemnify Lender and hold
Lender harmless from and against any and all actions, suits, claims, demands,
liabilities, losses,

                                       68


damages, obligations and costs and expenses (including litigation costs and
reasonable attorneys fees and expenses) arising from or in any way connected
with the performance of the Replacements unless the same are solely due to gross
negligence or willful misconduct of Lender. Borrower shall assign to Lender all
rights and claims Borrower may have against all persons or entities supplying
labor or materials in connection with the Replacements; PROVIDED, HOWEVER, that
Lender may not pursue any such right or claim unless an Event of Default has
occurred and remains uncured.

          Section 7.4    INTENTIONALLY DELETED.

          Section 7.5    INTENTIONALLY DELETED.

          Section 7.6    INTENTIONALLY DELETED.

          Section 7.7    RESERVE FUNDS, GENERALLY.

          7.7.1 Borrower grants to Lender a first-priority perfected security
interest in each of the Reserve Funds and any and all monies now or hereafter
deposited in each Reserve Fund as additional security for payment of the Debt.
Until expended or applied in accordance herewith, the Reserve Funds shall
constitute additional security for the Debt.

          7.7.2    Upon the occurrence of an Event of Default, Lender may, in
addition to any and all other rights and remedies available to Lender, apply any
sums then present in any or all of the Reserve Funds to the payment of the Debt
in any order in its sole discretion.

          7.7.3    The Reserve Funds shall not constitute trust funds and may be
commingled with other monies held by Lender.

          7.7.4    Intentionally omitted.

          7.7.5    Borrower shall not, without obtaining the prior written
consent of Lender, further pledge, assign or grant any security interest in any
Reserve Fund or the monies deposited therein or permit any lien or encumbrance
to attach thereto, or any levy to be made thereon, or any UCC-1 Financing
Statements, except those naming Lender as the secured party, to be filed with
respect thereto.

          7.7.6    Lender shall not be liable for any loss sustained on the
investment of any funds constituting the Reserve Funds unless occasioned by the
gross negligence or willful misconduct of Lender.

          7.7.7    Upon payment in full of the Debt and performance of all other
obligations under this Agreement and the other Loan Documents, Lender shall
disburse to Borrower all remaining Reserve Funds.

                                  ARTICLE VIII

                                    DEFAULTS

                                       69


          Section 8.1    EVENT OF DEFAULT.

          (a)    Each of the following events shall constitute an event of
default hereunder (an "EVENT OF DEFAULT"):

          (i)    if any portion of the Debt is not paid within five (5) days of
     the applicable due date;

          (ii)   if any of the Taxes or Other Charges are not paid prior to the
     date when the same become delinquent, except to the extent that Borrower is
     contesting same in accordance with the terms of Section 5.1.2 hereof, or
     there are sufficient funds in the Tax and Insurance Escrow Fund to pay such
     Taxes or Other Charges and Lender fails to or refuses to release the same
     from the Tax and Insurance Escrow Fund;

          (iii)  if the Policies are not kept in full force and effect, or if
     certified copies of the Policies are not delivered to Lender within ten
     (10) days of request;

          (iv)   if any Borrower transfers or encumbers any portion of its
     Property without Lender's prior written consent (to the extent such consent
     is required) or otherwise violates the provisions of Section 5.2.13 of this
     Loan Agreement;

          (v)    if any material representation or warranty made by any Borrower
     herein or in any other Loan Document, or in any report, certificate,
     financial statement or other instrument, agreement or document furnished to
     Lender shall have been false or misleading in any material respect as of
     the date the representation or warranty was made;

          (vi)   if any Borrower or indemnitor or any guarantor under any
     guaranty or indemnity issued in connection with the Loan shall make an
     assignment for the benefit of creditors;

          (vii)  if a receiver, liquidator or trustee shall be appointed for
     any Borrower or any guarantor or indemnitor under any guarantee or
     indemnity issued in connection with the Loan or if any Borrower or such
     guarantor or indemnitor shall be adjudicated a bankrupt or insolvent, or if
     any petition for bankruptcy, reorganization or arrangement pursuant to
     federal bankruptcy law, or any similar federal or state law, shall be filed
     by or against, consented to, or acquiesced in by, any Borrower or such
     guarantor or indemnitor, or if any proceeding for the dissolution or
     liquidation of any Borrower or such guarantor or indemnitor shall be
     instituted; PROVIDED, HOWEVER, if such appointment, adjudication, petition
     or proceeding was involuntary and not consented to by any Borrower or such
     guarantor or indemnitor, upon the same not being discharged, stayed or
     dismissed within one hundred eighty (180) days;

          (viii) if any Borrower attempts to assign its rights under this
     Agreement or any of the other Loan Documents or any interest herein or
     therein in contravention of the Loan Documents;

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          (ix)   if any Borrower breaches any of its respective negative
     covenants contained in Section 5.2 or any covenant contained in Section
     4.1.30 hereof;

          (x)    with respect to any term, covenant or provision set forth
     herein which specifically contains a notice requirement or grace period, if
     a Borrower shall be in default under such term, covenant or condition after
     the giving of such notice or the expiration of such grace period;

          (xi)   intentionally omitted;

          (xii)  if any Borrower shall continue to be in Default under any of
     the other terms, covenants or conditions of this Agreement not specified in
     subsections (i) to (xi) above, for ten (10) days after notice to Borrower
     from Lender, in the case of any Default which can be cured by the payment
     of a sum of money, or for thirty (30) days after notice from Lender in the
     case of any other Default; PROVIDED, HOWEVER, that if such non-monetary
     Default is susceptible of cure but cannot reasonably be cured within such
     30-day period and provided further that Borrower shall have commenced to
     cure such Default within such 30-day period and thereafter diligently and
     expeditiously proceeds to cure the same, such 30-day period shall be
     extended for such time as is reasonably necessary for Borrower in the
     exercise of due diligence to cure such Default, such additional period not
     to exceed one hundred eighty (180) days; or

          (xiii) if there shall be default under any of the other Loan Documents
     beyond any applicable cure periods contained in such documents, whether as
     to a Borrower or a Property, or if any other such event shall occur or
     condition shall exist, if the effect of such event or condition is to
     accelerate the maturity of any portion of the Debt or to permit Lender to
     accelerate the maturity of all or any portion of the Debt.

          (b)    Upon the occurrence of an Event of Default (other than an Event
of Default described in clauses (vi), (vii) or (viii) above) and at any time
thereafter Lender may, in addition to any other rights or remedies available to
it pursuant to this Agreement and the other Loan Documents or at law or in
equity, Lender may take such action, without notice or demand, that Lender deems
advisable to protect and enforce its rights against Borrower and in the
Property, including, without limitation, declaring the Debt to be immediately
due and payable, and Lender may enforce or avail itself of any or all rights or
remedies provided in the Loan Documents against Borrower and the Property,
including, without limitation, all rights or remedies available at law or in
equity; and upon any Event of Default described in clauses (vi), (vii) or (viii)
above, the Debt and all other obligations of Borrower hereunder and under the
other Loan Documents shall immediately and automatically become due and payable,
without notice or demand, and Borrower hereby expressly waives any such notice
or demand, anything contained herein or in any other Loan Document to the
contrary notwithstanding.

          Section 8.2    REMEDIES.

          (a)    Upon the occurrence of an Event of Default, all or any one or
more of the rights, powers, privileges and other remedies available to Lender
against Borrower under this Agreement or any of the other Loan Documents
executed and delivered by, or applicable to,

                                       71


Borrower or at law or in equity may be exercised by Lender at any time and from
time to time, whether or not all or any of the Debt shall be declared due and
payable, and whether or not Lender shall have commenced any foreclosure
proceeding or other action for the enforcement of its rights and remedies under
any of the Loan Documents with respect to any Property. Any such actions taken
by Lender shall be cumulative and concurrent and may be pursued independently,
singly, successively, together or otherwise, at such time and in such order as
Lender may determine in its sole discretion, to the fullest extent permitted by
law, without impairing or otherwise affecting the other rights and remedies of
Lender permitted by law, equity or contract or as set forth herein or in the
other Loan Documents. Without limiting the generality of the foregoing, Borrower
agrees that if an Event of Default is continuing (i) Lender is not subject to
any "one action" or "election of remedies" law or rule, and (ii) all liens and
other rights, remedies or privileges provided to Lender shall remain in full
force and effect until Lender has exhausted all of its remedies against each
Property and each Mortgage has been foreclosed, sold and/or otherwise realized
upon in satisfaction of the Debt or the Debt has been paid in full.

          (b)    Lender shall have the right from time to time to partially
foreclose a Mortgage in any manner and for any amounts secured by such Mortgage
then due and payable as determined by Lender in its sole discretion including,
without limitation, the following circumstances: (i) in the event a Borrower
defaults beyond any applicable grace period in the payment of one or more
scheduled payments of principal and interest, Lender may foreclose a Mortgage to
recover such delinquent payments, or (ii) in the event Lender elects to
accelerate less than the entire outstanding principal balance of the Loan,
Lender may foreclose a Mortgage to recover so much of the principal balance of
the Loan as Lender may accelerate and such other sums secured by such Mortgages
as Lender may elect. Notwithstanding one or more partial foreclosures, one or
more applicable Property shall remain subject to the applicable Mortgage to
secure payment of sums secured by such Mortgage and not previously recovered.

          (c)    Lender shall have the right from time to time to sever a Note
and the other Loan Documents into one or more separate notes, mortgages and
other security documents (the "SEVERED LOAN DOCUMENTS") in such denominations as
Lender shall determine in its sole discretion for purposes of evidencing and
enforcing its rights and remedies provided hereunder. Borrower shall execute and
deliver to Lender from time to time, promptly after the request of Lender, a
severance agreement and such other documents as Lender shall request in order to
effect the severance described in the preceding sentence, all in form and
substance reasonably satisfactory to Lender. Borrower hereby absolutely and
irrevocably appoints Lender following the occurrence of an Event of Default as
its true and lawful attorney, coupled with an interest, in its name and stead to
make and execute all documents necessary or desirable to effect the aforesaid
severance, Borrower ratifying all that its said attorney shall do by virtue
thereof; PROVIDED, HOWEVER, Lender shall not make or execute any such documents
under such power until three (3) days after notice has been given to Borrower by
Lender of Lender's intent to exercise its rights under such power. Borrower
shall not be obligated to pay any costs or expenses incurred in connection with
the preparation, execution, recording or filing of the Severed Loan Documents,
and the Severed Loan Documents shall not contain any representations, warranties
or covenants not contained in the Loan Documents and any such representations
and warranties contained in the Severed Loan Documents will be given by Borrower
only as of the Closing Date.

                                       72


          (d)    As used in this Section 8.2, a "foreclosure" shall include any
sale by power of sale.

          Section 8.3    REMEDIES CUMULATIVE; WAIVERS. The rights, powers and
remedies of Lender under this Agreement shall be cumulative and not exclusive of
any other right, power or remedy which Lender may have against Borrower pursuant
to this Agreement or the other Loan Documents, or existing at law or in equity
or otherwise. Lender's rights, powers and remedies may be pursued singly,
concurrently or otherwise, at such time and in such order as Lender may
determine in Lender's sole discretion. No delay or omission to exercise any
remedy, right or power accruing upon an Event of Default shall impair any such
remedy, right or power or shall be construed as a waiver thereof, but any such
remedy, right or power may be exercised from time to time and as often as may be
deemed expedient. A waiver of one Default or Event of Default with respect to
Borrower shall not be construed to be a waiver of any subsequent Default or
Event of Default by Borrower or to impair any remedy, right or power consequent
thereon.

                                   ARTICLE IX

                               SPECIAL PROVISIONS

          Section 9.1    SALE OF NOTES AND SECURITIZATION. At the request of the
holder of a Note and, to the extent not already required to be provided by
Borrower under this Agreement, Borrower shall cooperate with Lender to allow
Lender to satisfy the market standards to which the holder of the Note
customarily adheres or which may be reasonably required in the marketplace or by
the Rating Agencies in connection with the sale of the Note or participations
therein or the first successful securitization (such sale and/or securitization,
the "SECURITIZATION") of rated single or multi-class securities (the
"SECURITIES") secured by or evidencing ownership interests in the Note and the
applicable Mortgage. In this regard Borrower shall:

          (a)   (i)   provide such financial and other information with respect
to the Property, Borrower and the MANAGER, (ii) provide budgets relating to the
Property and (iii) perform or permit or cause to be performed or permitted such
site inspection, appraisals, market studies, environmental reviews and reports
(Phase I's and, if appropriate, Phase II's), engineering reports and other due
diligence investigations of the Property, as may be reasonably requested by the
holder of the Note or the Rating Agencies or as may be necessary or appropriate
in connection with the Securitization (the "PROVIDED INFORMATION"), together, if
customary, with appropriate verification and/or consents of the Provided
Information through letters of auditors or opinions of counsel of independent
attorneys acceptable to Lender and the Rating Agencies;

          (b)   cause counsel to render opinions, which may be relied upon by
the holder of the Note, the Rating Agencies and their respective counsel, agents
and representatives, as to non-consolidation, fraudulent conveyance, and true
sale and/or lease or any other opinion customary in securitization transactions,
which counsel and opinions shall be reasonably satisfactory to the holder of the
Note and the Rating Agencies;

                                       73


          (c)   make such representations and warranties as of the closing date
of the Securitization with respect to the Property, Borrower, and the Loan
Documents as are consistent with the representations and warranties made in the
Loan Documents; and

          (d)   execute such amendments to the Loan Documents and organizational
documents as may be reasonably requested by the holder of the Note or the Rating
Agencies or otherwise to effect the Securitization; PROVIDED, HOWEVER, that
Borrower shall not be required to modify or amend any Loan Document if such
modification or amendment would (i) change the interest rate, the stated
maturity or the amortization of principal set forth in the Note, or (ii) modify
or amend any other material economic term of the Loan.

          All material out-of-pocket third party costs and expenses incurred by
Borrower in connection with complying with requests made under this Section 9.1
shall be paid by Lender.

          Section 9.2    SECURITIZATION. Borrower understands that certain of
the Provided Information may be included in disclosure documents in connection
with the Securitization, including, without limitation, a prospectus, prospectus
supplement or private placement memorandum (each, a "DISCLOSURE DOCUMENT") and
may also be included in filings with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "SECURITIES ACT"), or
the Securities and Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or
provided or made available to investors or prospective investors in the
Securities, the Rating Agencies, and service providers relating to the
Securitization. In the event that the Disclosure Document is required to be
revised prior to the sale of all Securities, Borrower will cooperate with the
holder of the Note in updating the Disclosure Document by providing all current
information necessary to keep the Disclosure Document accurate and complete in
all material respects.

          Section 9.3    RATING SURVEILLANCE. Lender, at its option, may retain
the Rating Agencies to provide rating surveillance services on any certificates
issued in a Securitization. Such rating surveillance will be at the expense of
Lender (the "RATING SURVEILLANCE CHARGE").

          Section 9.4    EXCULPATION. Subject to the qualifications below,
Lender shall not enforce the liability and obligation of Borrower to perform and
observe the obligations contained in the Notes, this Agreement, the Mortgages or
the other Loan Documents by any action or proceeding wherein a money judgment
shall be sought against Borrower, except that Lender may bring a foreclosure
action, an action for specific performance or any other appropriate action or
proceeding to enable Lender to enforce and realize upon its interest under the
Notes, this Agreement, the Mortgages and the other Loan Documents, or in one or
more Properties, the Rents following an Event of Default, or any other
collateral given to Lender pursuant to the Loan Documents; provided, however,
that, except as specifically provided herein, any judgment in any such action or
proceeding shall be enforceable against a Borrower only to the extent of
Borrower's interest in the Property, in the Rents following an Event of Default
and in any other collateral given to Lender, and Lender, by accepting the Notes,
this Agreement, the Mortgages and the other Loan Documents, agrees that it shall
not sue for, seek or demand any deficiency judgment against Borrower in any such
action or proceeding under or by reason of or under or in connection with the
Notes, this Agreement, the Mortgages or the other Loan Documents. The provisions
of this section shall not, however, (a) constitute a waiver, release or
impairment of

                                       74


any obligation evidenced or secured by any of the Loan Documents; (b) impair the
right of Lender to name a Borrower as a party defendant in any action or suit
for foreclosure and sale under any of the Mortgages; (c) affect the validity or
enforceability of or any guaranty made in connection with the Loan or any of the
rights and remedies of Lender thereunder; (d) impair the right of Lender to
obtain the appointment of a receiver; (e) impair the enforcement of any of the
Assignments of Leases following an Event of Default; (f) constitute a
prohibition against Lender commencing any other appropriate action or proceeding
in order for Lender to exercise its remedies against any Property; or (g)
constitute a waiver of the right of Lender to enforce the liability and
obligation of a Borrower, by money judgment or otherwise, to the extent of any
loss, damage, cost, expense, liability, claim or other obligation incurred by
Lender (including attorneys' fees and costs reasonably incurred) arising out of
or in connection with the following:

          (i)    fraud or intentional misrepresentation by Borrower or any
     guarantor in connection with the Loan;

          (ii)   the gross negligence or willful misconduct of Borrower;

          (iii)  material physical waste of its Property;

          (iv)   the breach of any representation, warranty, covenant or
     indemnification provision in the applicable Environmental Indemnity or in
     the applicable Mortgage concerning environmental laws, hazardous substances
     and asbestos and any indemnification of Lender with respect thereto in
     either document;

          (v)    the removal or disposal of any portion of the Property after an
     Event of Default;

          (vi)   the misapplication or conversion by Borrower of (A) any
     insurance proceeds paid by reason of any loss, damage or destruction to the
     Property which are not applied by Borrower in accordance with this
     Agreement, (B) any awards or other amounts received in connection with the
     condemnation of all or a portion of the Property which are not applied by
     Borrower in accordance with this Agreement, or (C) any Rents following an
     Event of Default;

          (vii)  failure to pay charges for labor or materials or other charges
     that can create liens on any portion of the Property;

          (viii) intentionally omitted; or

          (ix)   any security deposits, advance deposits or any other deposits
     collected with respect to the Property which are not delivered to Lender
     upon a foreclosure of the Property or action in lieu thereof, except to the
     extent any such security deposits were applied in accordance with the terms
     and conditions of any of the Leases prior to the occurrence of the Event of
     Default that gave rise to such foreclosure or action in lieu thereof.

          Notwithstanding anything to the contrary in this Agreement, the Note
or any of the Loan Documents, (A) the Debt shall be fully recourse to each
Borrower and (B) Lender shall

                                       75


not be deemed to have waived any right which Lender may have under Section
506(a), 506(b), 1111(b) or any other provisions of the U.S. Bankruptcy Code to
file a claim for the full amount of the Debt secured by the Mortgages or to
require that all collateral shall continue to secure all of the Debt owing to
Lender in accordance with the Loan Documents in the event that the (I) first
full monthly payment under any Note is not paid within five (5) days of notice
that such payment is late (provided, however, that such grace period relates
only to the recourse trigger described in this paragraph), or (II) failure of
any Borrower to permit on-site inspections of its Property subject to the rights
of Tenants and any applicable cure period set forth in the Loan Documents, to
provide financial information as required under the Loan Documents subject to
any applicable cure period (except for financial information required to be
delivered by a tenant pursuant to the applicable Lease that has not been
delivered to Borrower, provided Borrower has requested such financial
information from such tenant), or to comply with Section 4.1.30 hereof, or (III)
failure of any Borrower to obtain Lender's prior written consent (to the extent
such consent is required) to any subordinate financing or other voluntary lien
encumbering its Property, or (IV) failure of any Borrower to obtain Lender's
prior written consent to any assignment, transfer or conveyance of its Property,
or any portion thereof, or any interest therein as required by this Agreement.
Notwithstanding the provision set forth in clause (III) of this paragraph, a
voluntary lien OTHER THAN a lien securing an extension of credit filed against a
Property shall not constitute a recourse trigger for purposes of this paragraph
provided such lien (A) is fully bonded to the satisfaction of Lender and
discharged of record within ninety (90) days of filing, or (B) within such
ninety (90) day period, Lender receives affirmative title insurance from the
title insurance company insuring the lien of the applicable Mortgage that such
lien is subject and subordinate to the lien of the Mortgage and no enforcement
action is commenced by the applicable lien holder.

          Section 9.5    TERMINATION OF MANAGER. If (a) the amounts evidenced by
the Note have been accelerated pursuant to Section 8.1(b) hereof, (b) the
Manager shall become insolvent, (c) the Manager is in default under the terms of
the Management Agreement beyond any applicable grace or cure period, or (d)
Manager is not managing the Property in accordance with the management practices
of nationally recognized management companies managing similar properties in
locations comparable to those of the Property, then, in the case of (a), (b),
(c) or (d), Borrower shall, at the request of Lender, terminate the Management
Agreement and replace the Manager with a manager reasonably approved by Lender
on terms and conditions reasonably satisfactory to Lender, it being understood
and agreed that the management fee for such replacement manager shall not exceed
then prevailing market rates. In addition and without limiting the rights of
Lender hereunder or under any of the other Loan Documents, in the event that (i)
the Management Agreement is terminated, (ii) the Manager no longer manages the
Property, or (iii) a receiver, liquidator or trustee shall be appointed for
Manager or if Manager shall be adjudicated a bankrupt or insolvent, or if any
petition for bankruptcy, reorganization or arrangement pursuant to federal
bankruptcy law, or any similar federal or state law, shall be filed by or
against, consented to, or acquiesced in by, Manager, or if any proceeding for
the dissolution or liquidation of Manager shall be instituted, then Borrower (at
Borrower's sole cost and expense) shall immediately, in its name, establish new
deposit accounts separate from any other Person with a depository satisfactory
to Lender into which all Rents and other income from the Property shall be
deposited and shall grant Lender a first priority security interest in such
account pursuant to documentation satisfactory in form and substance to Lender.

                                       76


          Section 9.6    SERVICER. At the option of Lender, the Loan may be
serviced by a servicer/trustee (the "SERVICER") selected by Lender and Lender
may delegate all or any portion of its responsibilities under this Agreement and
the other Loan Documents to the Servicer pursuant to a servicing agreement (the
"SERVICING AGREEMENT") between Lender and Servicer. Lender shall be responsible
for any set-up fees or any other costs relating to or arising under the
Servicing Agreement.

          Section 9.7    SPLITTING THE LOAN. At the election of Lender in its
sole discretion, the Loan or any individual Note making up the Loan shall be
split and severed into two or more loans which, at Lender's election, shall not
be cross-collateralized or cross-defaulted with each other. Borrower hereby
agrees to deliver to Lender to effectuate such severing of the Loan or any
individual Note, as the case may be, as reasonably requested by Lender, (a)
additional executed documents, or amendments and modifications to the applicable
Loan Documents, (b) new opinions or updates to the opinions delivered to Lender
in connection with the closing of the Loan, (c) endorsements and/or updates to
the title insurance policies delivered to Lender in connection with the closing
of the Loan, and (d) any other certificates, instruments and documentation
reasonably determined by Lender as necessary or appropriate to such severance
(the items described in subsections (a) through (d) collectively hereinafter
shall be referred to as "SEVERING DOCUMENTATION"), which Severing Documentation
shall be acceptable to Lender in form and substance in its reasonable
discretion. Lender hereby agrees to be responsible for all reasonable
third-party expenses incurred in connection with the preparation and delivery of
the Severing Documentation and the effectuation of the uncrossing of the Loan
from the additional Loans. Borrower hereby acknowledges and agrees that upon
such severing of the Loan, Lender may effect, in its sole discretion, one or
more Securitizations of which the severed loans may be a part.

                                    ARTICLE X

                                  MISCELLANEOUS

          Section 10.1   SURVIVAL. This Agreement and all covenants, agreements,
representations and warranties made herein and in the certificates delivered
pursuant hereto shall survive the making by Lender of the Loan and the execution
and delivery to Lender of the Note, and shall continue in full force and effect
so long as all or any of the Debt is outstanding and unpaid unless a longer
period is expressly set forth herein or in the other Loan Documents. Whenever in
this Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the legal representatives, successors and assigns of such
party. All covenants, promises and agreements in this Agreement, by or on behalf
of Borrower, shall inure to the benefit of the legal representatives, successors
and assigns of Lender.

          Section 10.2   LENDER'S DISCRETION. Whenever pursuant to this
Agreement, Lender exercises any right given to it to approve or disapprove, or
any arrangement or term is to be satisfactory to Lender, the decision of Lender
to approve or disapprove or to decide whether arrangements or terms are
satisfactory or not satisfactory shall (except as is otherwise specifically
herein provided) be in the sole discretion of Lender and shall be final and
conclusive.

                                       77


          Section 10.3   GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT ENTERED INTO PURSUANT TO THE LAWS OF THE STATE IN WHICH THE PROPERTY IS
LOCATED AND SHALL IN ALL RESPECTS BE GOVERNED, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND
APPLICABLE FEDERAL LAWS.

          Section 10.4   MODIFICATION, WAIVER IN WRITING. No modification,
amendment, extension, discharge, termination or waiver of any provision of this
Agreement, or of the Note, or of any other Loan Document, nor consent to any
departure by Borrower therefrom, shall in any event be effective unless the same
shall be in a writing signed by the party against whom enforcement is sought,
and then such waiver or consent shall be effective only in the specific
instance, and for the purpose, for which given. Except as otherwise expressly
provided herein, no notice to, or demand on Borrower, shall entitle Borrower to
any other or future notice or demand in the same, similar or other
circumstances.

          Section 10.5   DELAY NOT A WAIVER. Neither any failure nor any delay
on the part of Lender in insisting upon strict performance of any term,
condition, covenant or agreement, or exercising any right, power, remedy or
privilege hereunder, or under the Note or under any other Loan Document, or any
other instrument given as security therefor, shall operate as or constitute a
waiver thereof, nor shall a single or partial exercise thereof preclude any
other future exercise, or the exercise of any other right, power, remedy or
privilege. In particular, and not by way of limitation, by accepting payment
after the due date of any amount payable under this Agreement, the Note or any
other Loan Document, Lender shall not be deemed to have waived any right either
to require prompt payment when due of all other amounts due under this
Agreement, the Note or the other Loan Documents, or to declare a default for
failure to effect prompt payment of any such other amount.

          Section 10.6   NOTICES. All notices, consents, approvals and requests
required or permitted hereunder or under any other Loan Document shall be given
in writing and shall be effective for all purposes if hand delivered or sent by
(a) certified or registered United States mail, postage prepaid, return receipt
requested or (b) expedited prepaid delivery service, either commercial or United
States Postal Service, with proof of attempted delivery, and by telecopier (with
answer back acknowledged), addressed as follows (or at such other address and
Person as shall be designated from time to time by any party hereto, as the case
may be, in a written notice to the other parties hereto in the manner provided
for in this Section):

          If to Lender:

                  Bear Stearns Commercial Mortgage, Inc.
                  383 Madison Avenue
                  New York, New York 10179
                  Attention: J. Christopher Hoeffel

          with a copy to:

                  Katten Muchin Zavis Rosenman

                                       78


                  401 South Tryon Street
                  Suite 2600
                  Charlotte, North Carolina 28202-1935
                  Attention: Daniel S. Huffenus, Esq.

          If to any Borrower:

                  [applicable Borrower's name]
                  2901 Butterfield Road
                  Oak Brook, Illinois 60523
                  Attention: Roberta Matlin

          with a copy to:

                  Inland Western Retail Real Estate Trust, Inc.
                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attention: Robert H. Baum, Esq.

          with a copy to:

                  Inland Western Retail Real Estate Trust, Inc.
                  2901 Butterfield Road
                  Oak Brook, IL 60523
                  Attention: Roberta Matlin

          A notice shall be deemed to have been given: in the case of hand
delivery, at the time of delivery; in the case of registered or certified mail,
when delivered or the first attempted delivery on a Business Day; or in the case
of expedited prepaid delivery and telecopy, upon the first attempted delivery on
a Business Day.

          Section 10.7   TRIAL BY JURY. BORROWER AND LENDER HEREBY AGREE NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY
RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR
OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY
JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED
TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO
A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A
COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER
BY BORROWER AND LENDER.

          Section 10.8   HEADINGS. The Article and/or Section headings and the
Table of Contents in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose.

                                       79


          Section 10.9   SEVERABILITY. Wherever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the extent
of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.

          Section 10.10  PREFERENCES.

          Lender shall have the continuing and exclusive right to apply or
reverse and reapply any and all payments by Borrower to any portion of the
obligations of Borrower hereunder. To the extent Borrower makes a payment or
payments to Lender, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the obligations hereunder or
part thereof intended to be satisfied shall be revived and continue in full
force and effect, as if such payment or proceeds had not been received by
Lender.

          Section 10.11  WAIVER OF NOTICE. Borrower shall not be entitled to any
notices of any nature whatsoever from Lender except with respect to matters for
which this Agreement or the other Loan Documents specifically and expressly
provide for the giving of notice by Lender to Borrower and except with respect
to matters for which Borrower is not, pursuant to applicable Legal Requirements,
permitted to waive the giving of notice. Borrower hereby expressly waives the
right to receive any notice from Lender with respect to any matter for which
this Agreement or the other Loan Documents do not specifically and expressly
provide for the giving of notice by Lender to Borrower.

          Section 10.12  REMEDIES OF BORROWER. In the event that a claim or
adjudication is made that Lender or its agents have acted unreasonably or
unreasonably delayed acting in any case where by law or under this Agreement or
the other Loan Documents, Lender or such agent, as the case may be, has an
obligation to act reasonably or promptly, Borrower agrees that neither Lender
nor its agents shall be liable for any monetary damages, and Borrower's sole
remedies shall be limited to commencing an action seeking injunctive relief or
declaratory judgment. The parties hereto agree that any action or proceeding to
determine whether Lender has acted reasonably shall be determined by an action
seeking declaratory judgment.

          Section 10.13  EXPENSES; INDEMNITY.

          (a)   Borrower covenants and agrees to pay or, if Borrower fails to
pay, to reimburse, Lender upon receipt of written notice from Lender for all
reasonable costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by Lender in connection with (i) the preparation,
negotiation, execution and delivery of this Agreement and the other Loan
Documents and the consummation of the transactions contemplated hereby and
thereby and all the costs of furnishing all opinions by counsel for Borrower
(including without limitation any opinions requested by Lender as to any legal
matters arising under this Agreement or the other Loan Documents with respect to
the Property); (ii) Borrower's ongoing performance of and compliance with
Borrower's respective agreements and covenants contained in this

                                       80


Agreement and the other Loan Documents on its part to be performed or complied
with after the Closing Date, including, without limitation, confirming
compliance with environmental and insurance requirements; (iii) Lender's ongoing
performance and compliance with all agreements and conditions contained in this
Agreement and the other Loan Documents on its part to be performed or complied
with after the Closing Date; (iv) except as otherwise provided in this
Agreement, the negotiation, preparation, execution, delivery and administration
of any consents, amendments, waivers or other modifications to this Agreement
and the other Loan Documents and any other documents or matters reasonably
requested by Lender; (v) securing Borrower's compliance with any requests made
pursuant to the provisions of this Agreement; (vi) the filing and recording fees
and expenses, title insurance and reasonable fees and expenses of counsel for
providing to Lender all required legal opinions, and other similar expenses
incurred in creating and perfecting the Liens in favor of Lender pursuant to
this Agreement and the other Loan Documents; (vii) enforcing or preserving any
rights, in response to third party claims or the prosecuting or defending of any
action or proceeding or other litigation, in each case against, under or
affecting Borrower, this Agreement, the other Loan Documents, the Property, or
any other security given for the Loan; and (viii) enforcing any obligations of
or collecting any payments due from Borrower under this Agreement, the other
Loan Documents or with respect to the Property or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a "work-out" or of any insolvency or bankruptcy
proceedings; provided, however, that Borrower shall not be liable for the
payment of any such costs and expenses to the extent the same arise by reason of
the gross negligence, illegal acts, fraud or willful misconduct of Lender.

          (b)   Borrower shall indemnify, defend and hold harmless Lender from
and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, claims, costs, expenses and disbursements
of any kind or nature whatsoever (including, without limitation, the reasonable
fees and disbursements of counsel for Lender in connection with any
investigative, administrative or judicial proceeding commenced or threatened,
whether or not Lender shall be designated a party thereto), that may be imposed
on, incurred by, or asserted against Lender in any manner relating to or arising
out of (i) any breach by Borrower of its obligations under, or any material
misrepresentation by Borrower contained in, this Agreement or the other Loan
Documents, or (ii) the use or intended use of the proceeds of the Loan
(collectively, the "INDEMNIFIED LIABILITIES"); PROVIDED, HOWEVER, that Borrower
shall not have any obligation to Lender hereunder to the extent that such
Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or
willful misconduct of Lender. To the extent that the undertaking to indemnify,
defend and hold harmless set forth in the preceding sentence may be
unenforceable because it violates any law or public policy, Borrower shall pay
the maximum portion that it is permitted to pay and satisfy under applicable law
to the payment and satisfaction of all Indemnified Liabilities incurred by
Lender.

          Section 10.14  SCHEDULES INCORPORATED. The Schedules annexed hereto
are hereby incorporated herein as a part of this Agreement with the same effect
as if set forth in the body hereof.

          Section 10.15  OFFSETS, COUNTERCLAIMS AND DEFENSES. Any assignee of
Lender's interest in and to this Agreement, the Note and the other Loan
Documents shall take the same free and clear of all offsets, counterclaims or
defenses which are unrelated to such documents

                                       81


which Borrower may otherwise have against any assignor of such documents, and no
such unrelated counterclaim or defense shall be interposed or asserted by
Borrower in any action or proceeding brought by any such assignee upon such
documents and any such right to interpose or assert any such unrelated offset,
counterclaim or defense in any such action or proceeding is hereby expressly
waived by Borrower.

          Section 10.16  NO JOINT VENTURE OR PARTNERSHIP; NO THIRD PARTY
BENEFICIARIES.

          (a)   Borrower and Lender intend that the relationships created
hereunder and under the other Loan Documents be solely that of borrower and
lender. Nothing herein or therein is intended to create a joint venture,
partnership, tenancy-in-common, or joint tenancy relationship between Borrower
and Lender nor to grant Lender any interest in the Property other than that of
mortgagee, beneficiary or lender.

          (b)   This Agreement and the other Loan Documents are solely for the
benefit of Lender and Borrower and nothing contained in this Agreement or the
other Loan Documents shall be deemed to confer upon anyone other than Lender and
Borrower any right to insist upon or to enforce the performance or observance of
any of the obligations contained herein or therein. All conditions to the
obligations of Lender to make the Loan hereunder are imposed solely and
exclusively for the benefit of Lender and no other Person shall have standing to
require satisfaction of such conditions in accordance with their terms or be
entitled to assume that Lender will refuse to make the Loan in the absence of
strict compliance with any or all thereof and no other Person shall under any
circumstances be deemed to be a beneficiary of such conditions, any or all of
which may be freely waived in whole or in part by Lender if, in Lender's sole
discretion, Lender deems it advisable or desirable to do so.

          Section 10.17  PUBLICITY. All news releases, publicity or advertising
by Borrower or their Affiliates through any media intended to reach the general
public which refers to the Loan Documents or the financing evidenced by the Loan
Documents, to Lender, Bear Stearns, or any of their Affiliates shall be subject
to the prior written approval of Lender. All news releases, publicity or
advertising by Lender through any media intended to reach the general public
which refers solely to the Borrower or to the Loan made by the Lender to the
Borrower shall be subject to the prior written approval of Borrower, provided
however, the foregoing shall not apply to Provided Information included in
disclosure documents in connection with a Securitization.

          Section 10.18  WAIVER OF MARSHALLING OF ASSETS.

          (a)   To the fullest extent permitted by law, Borrower, for itself and
its successors and assigns, waives all rights to a marshalling of the assets of
Borrower, Borrower's partners and others with interests in Borrower, and of the
Property, or to a sale in inverse order of alienation in the event of
foreclosure of the Mortgage or sale of the Property by power of sale, and agrees
not to assert any right under any laws pertaining to the marshalling of assets,
the sale in inverse order of alienation, homestead exemption, the administration
of estates of decedents, or any other matters whatsoever to defeat, reduce or
affect the right of Lender under the Loan Documents to a sale of the Property
for the collection of the Debt without any prior or different resort for
collection or of the right of Lender to the payment of the Debt out of the net
proceeds of the Property in preference to every other claimant whatsoever.

                                       82


          Section 10.19  WAIVER OF COUNTERCLAIM. Borrower hereby waives the
right to assert a counterclaim, other than a compulsory counterclaim, in any
action or proceeding brought against it by Lender or its agents.

          Section 10.20  CONFLICT; CONSTRUCTION OF DOCUMENTS; RELIANCE. In the
event of any conflict between the provisions of this Loan Agreement and any of
the other Loan Documents, the provisions of this Loan Agreement shall control.
The parties hereto acknowledge that they were represented by competent counsel
in connection with the negotiation, drafting and execution of the Loan Documents
and that such Loan Documents shall not be subject to the principle of construing
their meaning against the party which drafted same. Borrower acknowledges that,
with respect to the Loan, Borrower shall rely solely on its own judgment and
advisors in entering into the Loan without relying in any manner on any
statements, representations or recommendations of Lender or any parent,
subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation
whatsoever in the exercise of any rights or remedies available to it under any
of the Loan Documents or any other agreements or instruments which govern the
Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of
Lender of any equity interest any of them may acquire in Borrower, and Borrower
hereby irrevocably waives the right to raise any defense or take any action on
the basis of the foregoing with respect to Lender's exercise of any such rights
or remedies. Borrower acknowledges that Lender engages in the business of real
estate financings and other real estate transactions and investments which may
be viewed as adverse to or competitive with the business of Borrower or its
Affiliates.

          Section 10.21  BROKERS AND FINANCIAL ADVISORS. Borrower hereby
represents that it has dealt with no financial advisors, brokers, underwriters,
placement agents, agents or finders in connection with the transactions
contemplated by this Agreement other than Inland Mortgage Corp. Borrower hereby
agrees to indemnify, defend and hold Lender harmless from and against any and
all claims, liabilities, costs and expenses of any kind (including Lender's
reasonable attorneys' fees and expenses) in any way relating to or arising from
a claim by any Person that such Person acted on behalf of Borrower or Lender in
connection with the transactions contemplated herein. The provisions of this
Section 10.21 shall survive the expiration and termination of this Agreement and
the payment of the Debt.

          Section 10.22  PRIOR AGREEMENTS. This Agreement and the other Loan
Documents contain the entire agreement of the parties hereto and thereto in
respect of the transactions contemplated hereby and thereby, and all prior
agreements or understandings among or between such parties, whether oral or
written, are superseded by the terms of this Agreement and the other Loan
Documents and unless specifically set forth in a writing contemporaneous
herewith the terms, conditions and provisions of such prior agreement do not
survive execution of this Agreement.

          Section 10.23  TRANSFER OF LOAN. In the event that Lender transfers
the Loan, Borrower shall continue to make payments at the place set forth in the
Note until such time that Borrower is notified in writing by Lender that
payments are to be made at another place.

          Section 10.24  LENDER'S RIGHT TO UNWIND CROSS-COLLATERALIZATION/
CROSS-DEFAULT. Lender shall have the right, at any time and from time to time,
to release any Property or

                                       83


Borrower from the cross-defaulting and the cross-collateralization effected
pursuant to the grant of the Guaranty from each Borrower and secured by the lien
of the applicable Mortgage. Borrower shall cooperate with Lender in executing
all documents as may be required in connection therewith. Borrower shall
properly deliver or cause to be delivered to Lender or its designee any
replacement or substitute loan agreements, promissory notes, security
instruments and other loan documents, title, hazard and liability insurance
policies, opinions of counsel and other documents and instruments as Lender may
reasonably request in order to effectuate the foregoing. Borrower agrees to
reimburse Lender upon demand for all costs and expenses (including, but not
limited to, reasonable attorneys' fees and expenses) in connection with the
foregoing.

          [THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

                                       84


          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized representatives, all as of the day and
year first above written.

                             BORROWER:

                             INLAND PARK PLACE LIMITED
                             PARTNERSHIP, an Illinois limited partnership

                             By:  Inland Plano Investments, LLC, a Delaware
                                  limited liability company, its general partner

                                  By:  Inland Western Retail Real Estate
                                       Trust, Inc., a Maryland corporation,
                                       its sole member


                                       By:  /s/ Valerie Medina
                                            ------------------------
                                            Name:  Valerie Medina
                                            Title: Asst. Secretary


                             INLAND WESTERN NEW BRITAIN MAIN,
                             L.L.C., a Delaware limited liability company

                             By:  Inland Western Retail Real Estate Trust,
                                  Inc., a Maryland corporation, its sole
                                  member


                                  By:  /s/ Valerie Medina
                                       ----------------------
                                       Name:  Valerie Medina
                                       Title: Asst. Secretary



                                          LENDER:

                                          BEAR STEARNS COMMERCIAL
                                          MORTGAGE, INC., a New York corporation


                                          By:
                                                --------------------------------
                                                Name:
                                                Managing Director



                                   SCHEDULE I

Inland Park Place Limited Partnership, an Illinois limited partnership

Inland Western New Britain, L.L.C., a Delaware limited liability company

                                    SCH. X-1


                                   SCHEDULE II

                          PARTIAL PREPAYMENT CONDITIONS

Borrower shall have provided Lender with not less than thirty (30) and not more
than sixty (60) days' prior written notice setting forth the date on which
Borrower shall prepay the Release Note.

No Event of Default, and no event which, with the passage of time, the provision
of notice or both would constitute an Event of Default (except a default which
would be cured by the release of the Related Property), shall then exist.

Lender shall have received evidence satisfactory to Lender that there are no
subordinate liens, mortgages or other security instruments encumbering the
Remaining Property, including without limitation a "bring down" or "date down"
of the title insurance policy insuring the lien of the Mortgage on the Remaining
Property;

The Debt Service Coverage Ratio with respect to the Remaining Notes (after the
Monthly Debt Service Payment Amount is recalculated pursuant to Section 2.3.1(b)
hereof) shall be equal to or greater than the greater of (a) 2.65 to 1.00 or (b)
the Aggregate Debt Service Coverage Ratio existing prior to prepayment, as
determined by Lender;

Lender shall have determined that the outstanding balance of the Remaining Notes
(after the partial prepayment of the Remaining Notes pursuant to Section
2.3.1(b) hereof) will not exceed 60% of the fair market value of Remaining
Properties, as determined by Lender on the basis of an appraisal satisfactory to
Lender of the Remaining Properties commissioned by Lender at Borrower's expense.

Each Borrower shall continue to be a Special Purpose Entity.

                                    SCH. X-2


                                  SCHEDULE III

                                REQUIRED REPAIRS

                                      NONE

                                    SCH. X-3


                                   SCHEDULE IV

                                   Rent Rolls

                                    SCH. X-4


                                   SCHEDULE V

                          OUT PARCEL RELEASE CONDITIONS

          1. Lender shall have received, together with the request for release,
a current survey in form acceptable to Lender in its reasonable discretion
depicting the Out Parcel to be released and the Remaining Property (as defined
below) and any appurtenant easements;

          2. Lender shall have received evidence satisfactory to Lender that
there are no subordinate liens, mortgages, deeds of trust or other security
instruments, as the case may be, encumbering the Property remaining encumbered
by the lien of the Mortgage (the "Remaining Property"), including without
limitation a "bring down" or "date down" of the title insurance policies
insuring the lien of the Mortgage on such Property and an endorsement reflecting
the Property remaining encumbered by the lien of the Mortgage includes the
Remaining Property and any necessary easements or agreements in connection with
the release of the Out Parcel;

          3. Lender shall have received from Borrower payment of a $1,000.00 fee
in addition to payment of all Lender's costs and expenses, including reasonable
counsel fees and disbursements incurred in connection with the release of the
Out Parcel from the lien of the Mortgage and the review and approval of the
documents and information required to be delivered in connection therewith
("Release Expenses");

          4. Lender shall have approved the deed and the legal description by
which the Out Parcel shall be conveyed, including any appurtenant easements for
access, parking or drainage comprising part of the Out Parcel, which approval
shall not unreasonably be withheld or delayed;

          5. Lender shall have received evidence reasonably satisfactory to
Lender that title to the Out Parcel shall be transferred to an entity other than
a Borrower;

          6. Lender shall have received evidence reasonably satisfactory to
Lender that the Remaining Property is or shall be (upon the completion of
nondiscretionary acts of the relevant municipality) comprised of one or more
legally created, subdivided and wholly independent tax lots and zoning lots,
separate from any adjoining land or improvements not constituting a part of such
lot or lots, and no other land or improvements is assessed and taxed together
with the Remaining Property or any portion thereof;

          7. Lender shall have received evidence satisfactory to Lender in its
sole and absolute discretion that the Remaining Property has adequate access to
a public road (a) for the use of the Remaining Property in connection with its
Permitted Use, and (b) in accordance with applicable zoning laws, ordinances and
regulations. A date down endorsement to the title policy delivered at the
closing, which included endorsements for access and zoning, without exception
for such matters, shall satisfy the foregoing; and

          8. Lender shall have received evidence satisfactory to Lender in its
sole and absolute discretion that the proposed use of the Out Parcel will be
complementary to the use of the Remaining Property.

                                    SCH. X-5


                                   SCHEDULE VI

                              AFFILIATE AGREEMENTS

                                      None.

                                    SCH. X-6


                                  SCHEDULE VII

                       PROPERTY AFFECTED BY SECTION 4.1.22

                                 Not Applicable

                                    SCH. X-7


                                  SCHEDULE VIII

                              Intentionally Omitted

                                    SCH. X-8


                                   SCHEDULE IX

                              Intentionally Omitted

                                    SCH. X-9


                                   SCHEDULE X

                         OTHER CONTRACT FUNDS AGREEMENTS

                                      None.

                                       10

EX-10.47

                                                                   Exhibit 10.47

              GUARANTY AGREEMENT REGARDING CROSS-COLLATERALIZATION

     THIS GUARANTY AGREEMENT REGARDING CROSS-COLLATERALIZATION (this "GUARANTY")
is made as of the ______ day of January, 2004, by INLAND PARK PLACE LIMITED
PARTNERSHIP, an Illinois limited partnership, having an address at 2901
Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in favor of BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("LENDER").

                                    RECITALS:

     A.     Pursuant to that certain Loan Agreement dated as of the date hereof
by and among Guarantor, Inland Western New Britain Main, L.L.C., a Delaware
limited liability company ("OTHER BORROWER"), and Lender (as the same may be
amended, restated, replaced, supplemented or otherwise modified from time to
time, the "LOAN AGREEMENT"), Guarantor has agreed to borrow from Lender the sum
of THIRTEEN MILLION ONE HUNDRED TWENTY SEVEN THOUSAND AND NO/100 DOLLARS
($13,127,000.00) (the "LOAN") as evidenced by that certain Amended and Restated
Promissory Note dated the date hereof made by Guarantor to Lender (such Note,
together with all extensions, renewals, replacements, restatements or
modifications thereof being hereinafter referred to as the "NOTE"). All
capitalized terms not defined herein shall have the same meaning ascribed to
such terms in the Loan agreement.

     B.     The aggregate principal amount set forth in the Loan Agreement and
evidenced by the Note and the Inland Western New Britain Note (as defined in the
Loan Agreement) is NINETEEN MILLION FIVE HUNDRED SEVENTY SEVEN THOUSAND AND
NO/100 DOLLARS ($19,577,000.00) (the "ENTIRE LOAN"). The Inland Western New
Britain Note is hereinafter referred to as the "OTHER NOTE".

     C.     The Note is secured by that certain Amended and Restated Deed of
Trust and Security Agreement of even date herewith given by Guarantor to (or for
the benefit of) Lender covering the Property (as defined therein) and intended
to be duly recorded (the "MORTGAGE"). The Other Note is secured by a Open-End
Mortgage and Security Agreement of even date herewith, given by the Other
Borrower to (or for the benefit of) Lender (collectively hereinafter referred to
as the "OTHER MORTGAGE").

     D.     Lender has agreed to make the Entire Loan, provided Guarantor agrees
to provide the guarantees, promises, indemnification, representations and
warranties and other matters described in this Guaranty for the benefit of
Lender, its successors and assigns.

     E.     Guarantor will benefit materially from Lender's agreement, and
enters into this Guaranty to induce Lender to so agree.

                                    AGREEMENT

     NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees to Lender the prompt and full payment
of the indebtedness described below in this Guaranty, this Guaranty being upon
the following terms and conditions:



     1.     GUARANTY OF PAYMENT AND PERFORMANCE.

     Guarantor hereby unconditionally and irrevocably guarantees to Lender the
punctual payment of all sums now or hereafter payable pursuant to the Other Note
and the Other Mortgage. The guaranty of Guarantor as set forth in this Section 1
is a continuing guaranty of payment and not merely a guaranty of collection.
Guarantor additionally unconditionally guarantees to Lender the timely
performance of all other obligations of the Other Borrower under the Other Note,
the Other Mortgage and the other Loan Documents (collectively, the "GUARANTEED
OBLIGATIONS").

     2.     PRIMARY LIABILITY OF GUARANTOR.

     This Guaranty is an absolute, irrevocable and unconditional guaranty of
payment and performance. Guarantor shall be liable for the payment and
performance of the Guaranteed Obligations, as set forth in this Guaranty, as a
primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor
hereby expressly waives, any and all rights to which Guarantor may otherwise
have been entitled under any suretyship laws in effect from time to time;
including any right or privilege, whether existing under statute, at law or in
equity, to require Lender to take prior recourse or proceedings against any
collateral, security or other party whatsoever.

     Guarantor hereby agrees that upon the failure of the Other Borrower to pay
or perform the Guaranteed Obligations in accordance with the Other Note, the
Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for
purposes of this Guaranty, shall be deemed immediately due and payable by
Guarantor at the election of Lender, and in addition Guarantor shall, on demand
and without presentment, protest, notice of protest, further notice of
nonpayment or of dishonor or of default or nonperformance, or notice of
acceleration or of intent to accelerate, or any other notice whatsoever, without
any notice having been given to Guarantor previous to such demand of the
acceptance by Lender of this Guaranty, all such notices being hereby waived by
Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall
not be necessary for Lender, in order to enforce such payment or performance by
Guarantor, first to institute suit or pursue or exhaust any rights or remedies
against the Other Borrower or others liable for such performance, or to enforce
the rights against any of any security that shall ever have been given to secure
such Loan, or to join the Other Borrower or any others liable for the payment or
performance of the Guaranteed Obligations in any action to enforce this
Guaranty, or to resort to any other means of obtaining payment of the Guaranteed
Obligations.

     Suit may be brought or demand may be made against all parties who have
signed this Guaranty or against any one or more of them, separately or together,
without impairing the rights of Lender against any party hereto.

     3.     CERTAIN AGREEMENTS AND WAIVERS BY GUARANTOR.

     Guarantor hereby agrees that neither Lender's rights or remedies nor
Guarantor's obligations under the terms of this Guaranty shall be released,
diminished, impaired, reduced or



affected by any one or more of the following events, actions, facts, or
circumstances, and the liability of Guarantor under this Guaranty shall be
absolute and unconditional irrespective of:

            (i)     intentionally omitted;

            (ii)    any claim or defense that this Guaranty was made without
consideration or is not supported by adequate consideration;

            (iii)   the taking or accepting of any other security or guaranty
for, or right of recourse with respect to, any or all of the Guaranteed
Obligations;

            (iv)    any homestead exemption or any other exemption under
applicable law;

            (v)     any release, surrender, abandonment, exchange, alteration,
sale or other disposition, subordination, deterioration, waste, failure to
protect or preserve, impairment, or loss of, or any failure to create or perfect
any lien or security interest with respect to, or any other dealings with, any
collateral or security at any time existing or purported, believed or expected
to exist in connection with any or all of the Guaranteed Obligations, including
any impairment of Guarantor's recourse against any person or collateral;

            (vi)    whether express or by operation of law, any partial release
of the liability of Guarantor hereunder, or if one or more other guaranties are
now or hereafter obtained by Lender covering all or any part of the Guaranteed
Obligations, any complete or partial release of any one or more of such
guarantors under any such other guaranty, or any complete or partial release or
settlement of the Other Borrower or any other party liable, directly or
indirectly, for the payment or performance of any or all of the Guaranteed
Obligations;

            (vii)   the death, insolvency, bankruptcy, disability, dissolution,
liquidation, termination, receivership, reorganization, merger, consolidation,
change of form, structure or ownership, sale of all assets, or lack of
corporate, partnership or other power of the Other Borrower or any other party
at any time liable for the payment or performance of any or all of the
Guaranteed Obligations;

            (viii)  either with or without notice to or consent of Guarantor:
any renewal, extension, modification or rearrangement of the terms of any or all
of the Guaranteed Obligations and/or any of the Loan Documents, including,
without limitation, material alterations of the terms of payment (including
changes in maturity date(s) and interest rate(s)) or performance or any other
terms thereof, or any waiver, termination, or release of, or consent to
departure from, any of the Loan Documents or any other guaranty of any or all of
the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or
compromise that may be granted from time to time by Lender to the Other
Borrower, Guarantor, and/or any other person at any time liable for the payment
or performance of any or all of the Guaranteed Obligations;

            (ix)    any neglect, lack of diligence, delay, omission, failure, or
refusal of Lender to enforce of any of the Guaranteed Obligations, or to
foreclose or take or prosecute any action to foreclose (or in foreclosing or
taking or prosecuting any action to foreclose) exercise (or in exercising) any
other right or power with respect to any security for the Guaranteed



Obligations, or to take or prosecute (or in taking or prosecuting) any action in
connection with any Loan Document, or any failure to sell or otherwise dispose
of in a commercially reasonable manner any collateral now or hereafter securing
any or all of the Guaranteed Obligations;

            (x)     any failure of Lender to notify Guarantor of any creation,
renewal, extension, rearrangement, modification, supplement, subordination, or
assignment of the Guaranteed Obligations or any part thereof, or of any Loan
Document, or of any release of or change in any security, or of any other action
taken or refrained from being taken by Lender against the Other Borrower or any
security or other recourse, or of any new agreement between Lender, and the
Other Borrower, it being understood that Lender shall not be required to give
Guarantor any notice of any kind under any circumstances with respect to or in
connection with the Guaranteed Obligations, any and all rights to notice
Guarantor may have otherwise had being hereby waived by Guarantor, and the
Guarantor shall be responsible for obtaining for itself information regarding
the Other Borrower and the property secured by the Other Mortgage (the "OTHER
PROPERTY"), including, but not limited to, any changes in the business or
financial condition of the Other Borrower or the Other Property, and the
Guarantor acknowledges and agrees that the Lender shall have no duty to notify
the Guarantor of any information which the Lender may have concerning the Other
Borrower.

            (xi)    the making of advances by Lender to protect its interest in
the Property generally the Other Mortgage, preserve the value of such Property
or for the purpose of performing any term or covenant contained in any of the
Loan Documents;

            (xii)   the existence of any claim, counterclaim, set-off,
recoupment, reduction or defense based upon any claim or other right that
Guarantor may at any time have against the Other Borrower, Lender, or any other
party, whether or not arising in connection with this Guaranty, the Note, the
Mortgage, or any other Loan Document;

            (xiii)  the unenforceability of all or any part of the Guaranteed
Obligations against the Other Borrower, whether because the Guaranteed
Obligations exceed the amount permitted by law or violate any usury law, or
because the act of creating the Guaranteed Obligations, or any part thereof, is
ULTRA VIRES, or because the officers or members creating same acted in excess of
their authority, or because of a lack of validity or enforceability of or defect
or deficiency in any of the Loan Documents, or because any of the Other Borrower
has any valid defense, claim or offset with respect thereto, or because the
Other Borrower's obligation ceases to exist by operation of law, or because of
any other reason or circumstance, it being agreed that Guarantor shall remain
liable hereon regardless of whether the Other Borrower or any other Person be
found not liable on the Guaranteed Obligations, or any part thereof, for any
reason (and regardless of any joinder of Other Borrower or any other party in
any action to obtain payment or performance of any or all of the Guaranteed
Obligations); or

            (xiv)   any order, ruling or plan of reorganization emanating from
proceedings under Title 11 of the United States Code with respect to the Other
Borrower or any member or manager of the Other Borrower, including any
extension, reduction, composition, or other alteration of the Guaranteed
Obligations, whether or not consented to by Lender.



     In the event any payment to Lender by the Other Borrower or any other party
under the Other Note, the Other Mortgage or the other Loan Documents is held to
constitute a preference, fraudulent transfer or other voidable payment under any
bankruptcy, insolvency or similar law, or if for any other reason Lender is
required to refund such payment or pay the amount thereof to any other party,
such payment by the Other Borrower or any other party to Lender shall not
constitute a release of Guarantor from any liability hereunder, and this
Guaranty shall continue to be effective or shall be reinstated (notwithstanding
any prior release, surrender or discharge by Lender of this Guaranty or of
Guarantor), as the case may be, with respect to, and this Guaranty shall apply
to, any and all amounts so refunded by Lender or paid by Lender to another party
(which amounts shall constitute part of the Guaranteed Obligations), and any
interest paid by Lender and any attorneys' fees, costs and expenses paid or
incurred by Lender in connection with any such event. It is the intent of
Guarantor and Lender that the obligations and liabilities of Guarantor hereunder
are absolute and unconditional under any and all circumstances and that until
the Guaranteed Obligations are fully and finally paid or defeased, and not
subject to refund or disgorgement, the obligations and liabilities of Guarantor
hereunder shall not be discharged or released, in whole or in part, by any act
or occurrence that might, but for the provisions of this Guaranty, be deemed a
legal or equitable discharge or release of a guarantor.

     If the time for payment of any amount payable by the Other Borrower of the
Guaranteed Obligations is stayed or delayed by any law or tribunal, all such
amounts shall nonetheless be payable by Guarantor on demand by Lender.

     4.     SUBORDINATION. If, for any reason whatsoever, the Other Borrower is
now or hereafter becomes indebted to Guarantor:

     such indebtedness and all interest thereon and all liens, security
interests and rights now or hereafter existing with respect to property of the
Other Borrower securing same shall, at all times, be subordinate in all respects
to the Guaranteed Obligations and to all liens, security interests and rights
now or hereafter existing to secure the Guaranteed Obligations;

     Guarantor shall not be entitled to enforce or receive payment, directly or
indirectly, of any such indebtedness of the Other Borrower to Guarantor until
the Guaranteed Obligations have been fully and finally paid and performed;

     Guarantor hereby assigns and grants to Lender a security interest in all
such indebtedness and security therefor, if any, of the Other Borrower to
Guarantor now existing or hereafter arising, including any dividends and
payments pursuant to debtor relief or insolvency proceedings referred to below.
In the event of receivership, bankruptcy, reorganization, arrangement or other
debtor relief or insolvency proceedings involving the Other Borrower as debtor,
Lender shall have the right to prove its claim in any such proceeding so as to
establish its rights hereunder and shall have the right to receive directly from
the receiver, trustee or other custodian (whether or not an Event of Default
shall have occurred under any of the Loan Documents), dividends and payments
that are payable upon any obligation of the Other Borrower to Guarantor now
existing or hereafter arising, and to have all benefits of any security
therefor, until the Guaranteed Obligations have been fully and finally paid and
performed. If, notwithstanding the foregoing provisions, Guarantor should
receive any payment, claim or



distribution that is prohibited as provided above in this Section 4, Guarantor
shall pay the same to Lender immediately, Guarantor hereby agreeing that it
shall receive the payment, claim or distribution in trust for Lender and shall
have absolutely no dominion over the same except to pay it immediately to
Lender; and

     Guarantor shall promptly upon request of Lender from time to time execute
such documents and perform such acts as Lender may require to evidence and
perfect its interest and to permit or facilitate exercise of its rights under
this Section 4, including, but not limited to, execution and delivery of
financing statements, proofs of claim, further assignments and security
agreements, and delivery to Lender of any promissory notes or other instruments
evidencing indebtedness of the Other Borrower to Guarantor. All promissory
notes, accounts receivable ledgers or other evidences, now or hereafter held by
Guarantor, of obligations of the Other Borrower to Guarantor shall contain a
specific written notice thereon that the indebtedness evidenced thereby is
subordinated under and is subject to the terms of this Guaranty.

     5.     OTHER LIABILITY OF GUARANTOR OR OTHER BORROWER. If Guarantor is or
becomes liable, by endorsement or otherwise, for any indebtedness owing by the
Other Borrower to Lender other than under this Guaranty, such liability shall
not be in any manner impaired or affected hereby, and the rights of Lender
hereunder shall be cumulative of any and all other rights that Lender may have
against Guarantor. If the Other Borrower is or becomes indebted to Lender for
any indebtedness other than or in excess of the Indebtedness for which Guarantor
is liable under this Guaranty, any payment received or recovery realized upon
any such indebtedness of the Other Borrower to Lender may, except to the extent
paid by Guarantor on the Indebtedness for which Guarantor is liable under this
Guaranty or specifically required by law or agreement of Lender to be applied to
the Indebtedness for which Guarantor is liable under this Guaranty, in Lender's
sole discretion, be applied upon indebtedness of the Other Borrower to Lender
other than the Indebtedness for which Guarantor is liable under this Guaranty.
This Guaranty is independent of (and shall not be limited by) any other guaranty
now existing or hereafter given. Further, Guarantor's liability under this
Guaranty is in addition to any and all other liability Guarantor may have in any
other capacity, including without limitation, its capacity as an Indemnitor
under the Indemnity Agreement.

     6.     LENDER ASSIGNS. Each reference herein to Lender shall be deemed to
include its successors and assigns. This Guaranty shall inure to the benefit of
Lender and its respective successors and assigns forever.

     7.     BINDING EFFECT. This Guaranty is binding not only on Guarantor, but
also on Guarantor's successors and assigns. Upon the death of Guarantor, if
Guarantor is a natural person, this Guaranty shall continue against Guarantor's
estate as to all of the Guaranteed Obligations, including that portion incurred
or arising after the death of Guarantor and shall be provable in full against
Guarantor's estate, whether or not the Guaranteed Obligations are then due and
payable. If this Guaranty is signed now or hereafter by more than one party,
then all of the obligations of Guarantor arising hereunder shall be jointly and
severally binding on each such party, and their respective heirs, personal
representatives, successors and assigns, and the term "GUARANTOR" shall mean all
of such parties and each of them individually.



     8.     GOVERNING LAW; FORUM.

     This Guaranty shall be deemed to be a contract entered into pursuant to the
laws of the state where the Property is located and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
state where the Property is located.

     With respect to any claim or action arising hereunder, Guarantor (i)
irrevocably submits to the nonexclusive jurisdiction of the courts of the State
of New York and any United States District Court located in the City of New
York, and appellate courts from any thereof, and (ii) irrevocably waives any
objection which it may have at any time to the laying on venue of any suit,
action or proceeding arising out of or relating to this Guaranty brought in any
such court, and (iii) irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

     9.     INAPPLICABLE PROVISIONS. If any term, condition or covenant of this
Guaranty shall be held to be invalid, illegal or unenforceable in any respect,
this Guaranty shall be construed without such provision.

     10.    ATTORNEYS' FEES AND COSTS OF COLLECTION. Guarantor shall pay on
demand all attorneys' fees and all other costs and expenses incurred by Lender
in the enforcement of or preservation of Lender's rights under this Guaranty
including, without limitation, all reasonable attorneys' fees and expenses,
investigation costs, and all court costs, whether or not suit is filed herein,
or whether at maturity or by acceleration, or whether before or after maturity,
or whether in connection with bankruptcy, insolvency or appeal, or whether in
connection with the collection and enforcement of this Guaranty against any
other Guarantor, if there be more than one. Guarantor agrees to pay interest on
any expenses or other sums due to Lender under this Section 10 that are not paid
when due, at a rate per annum equal to the interest rate provided for in the
Note. Guarantor's obligations and liabilities under this Section 10 shall
survive any payment or discharge in full of the Guaranteed Obligations.

     11.    PAYMENTS. All sums payable under this Guaranty shall be paid in
lawful money of the United States of America that at the time of payment is
legal tender for the payment of public and private debts.

     12.    USURY LAWS. This Guaranty is subject to the express condition that
at no time shall Guarantor be obligated or required to pay interest on the
Guaranteed Obligations at a rate which could subject the holder of this Guaranty
to either civil or criminal liability as a result of being in excess of the
maximum interest rate which Guarantor is permitted by applicable law to contract
or agree to pay. If by the terms of this Guaranty, Guarantor is at any time
required or obligated to pay interest on the Guaranteed Obligations at a rate in
excess of such maximum rate, the rate of interest under this Guaranty shall be
deemed to be immediately reduced to such maximum rate and the interest payable
shall be computed at such maximum rate and all prior interest payments in excess
of such maximum rate shall be applied and shall be deemed to have been payments
in reduction of the balance of the Guaranteed Obligations.

     13.    REPRESENTATIONS, WARRANTIES, AND COVENANTS OF GUARANTOR. Guarantor
hereby



represents, warrants, and covenants that (a) Guarantor has a financial interest
in the Other Borrower and will derive a material and substantial benefit,
directly or indirectly, from the making of the Loan to the Other Borrower; (b)
this Guaranty is duly authorized and valid, and is binding upon and enforceable
against Guarantor; (c) Guarantor is not, and the execution, delivery and
performance by Guarantor of this Guaranty will not cause Guarantor to be, in
violation of or in default with respect to any law or in default (or at risk of
acceleration of indebtedness) under any agreement or restriction by which
Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from
any loss, cost or expense as a result of any representation or warranty of the
Guarantor being false, incorrect, incomplete or misleading in any material
respect; (e) there is no litigation pending or, to the knowledge of Guarantor,
threatened before or by any tribunal against or affecting Guarantor which, if
adversely determined, would materially affect the ability of Guarantor to
perform its obligations hereunder; (f) all financial statements and information
heretofore furnished to Lender by Guarantor do, and all financial statements and
information hereafter furnished to Lender by Guarantor will, fully and
accurately present the condition (financial or otherwise) of Guarantor as of
their dates and the results of Guarantor's operations for the periods therein
specified, and, since the date of the most recent financial statements of
Guarantor heretofore furnished to Lender, no material adverse change has
occurred in the financial condition of Guarantor, nor, except as heretofore
disclosed in writing to Lender, has Guarantor incurred any material liability,
direct or indirect, fixed or contingent; (g) after giving effect to this
Guaranty, Guarantor is solvent, and does not intend to incur or believe that it
will incur debts that will be beyond its ability to pay as such debts mature;
(h) Lender has no duty at any time to investigate or inform Guarantor of the
financial or business condition or affairs of the Other Borrower or any change
therein, and Guarantor will keep fully appraised of the Other Borrower'
financial and business condition; (i) Guarantor acknowledges and agrees that
Guarantor may be required to pay and perform the Guaranteed Obligations in full
without assistance or support from the Other Borrower or any other party; (j)
Intentionally deleted; and (k) Guarantor has read and fully understands the
provisions contained in the Loan Documents. Guarantor's representations,
warranties and covenants are a material inducement to Lender to make the Loan
and enter into the Loan Documents, and shall survive the execution hereof and
any bankruptcy, foreclosure, transfer of security or other event affecting the
Other Borrower, Guarantor, any other party, or any security for all or any part
of the Guaranteed Obligations.

     14.    NOTICES. All notices or other written communications hereunder shall
be deemed to have been properly given (i) upon delivery, if delivered in person
with receipt acknowledged by the recipient thereof, (ii) one (1) Business Day
(hereinafter defined) after having been deposited for overnight delivery with
any reputable overnight courier service, or (iii) three (3) Business Days after
having been deposited in any post office or mail depository regularly maintained
by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

            If to Guarantor:       2901 Butterfield Road
                                   Oak Brook, Illinois 60523
                                   Attention:  General Counsel

            If to Lender:          383 Madison Avenue



                                   New York, New York 10179
                                   Attention: Christopher Hoeffel

or addressed as such party may from time to time designate by written notice to
the other parties. For purposes of this Guaranty, the term "BUSINESS DAY" shall
mean any day other than Saturday, Sunday or any other day on which banks are
required or authorized to close in New York, New York.

Any party by notice to the others may designate additional or different
addresses for subsequent notices or communications.

     15.    CUMULATIVE RIGHTS. The exercise by Lender of any right or remedy
hereunder or under any other Loan Document, or at law or in equity, shall not
preclude the concurrent or subsequent exercise of any other right or remedy.
Lender shall have all rights, remedies and recourses afforded to Lender by
reason of this Guaranty or any other Loan Document or by law or equity or
otherwise, and the same (a) shall be cumulative and concurrent, (b) may be
pursued separately, successively or concurrently against Guarantor or others
obligated for the Guaranteed Obligations, or any part thereof, or against any
one or more of them, or against any security or otherwise, at the sole
discretion of Lender, (c) may be exercised as often as occasion therefor shall
arise, it being agreed by Guarantor that the exercise of, discontinuance of the
exercise of or failure to exercise any of such rights, remedies, or recourses
shall in no event be construed as a waiver or release thereof or of any other
right, remedy, or recourse, and (d) are intended to be, and shall be,
nonexclusive. No waiver of any default on the part of Guarantor or of any breach
of any of the provisions of this Guaranty or of any other document shall be
considered a waiver of any other or subsequent default or breach, and no delay
or omission in exercising or enforcing the rights and powers granted herein or
in any other document shall be construed as a waiver of such rights and powers,
and no exercise or enforcement of any rights or powers hereunder or under any
other document shall be held to exhaust such rights and powers, and every such
right and power may be exercised from time to time. The granting of any consent,
approval or waiver by Lender shall be limited to the specific instance and
purpose therefor and shall not constitute consent or aproval in any other
instance or for any other purpose. No notice to or demand on Guarantor in any
case shall of itself entitle Guarantor to any other or further notice or demand
in similar or other circumstances. No provision of this Guaranty or any right,
remedy or recourse of Lender with respect hereto, or any default or breach, can
be waived, nor can this Guaranty or Guarantor be released or discharged in any
way or to any extent, except specifically in each case by a writing intended for
that purpose (and which refers specifically to this Guaranty) executed, and
delivered to Guarantor, by Lender.

     16.    EXCULPATION. Guarantor's obligations hereunder shall be subject to
the provisions of Section 9.4 of the Loan Agreement, which provisions are
expressly incorporated herein.

     17.    TERM OF GUARANTY. This Guaranty shall continue in effect until (i)
all of the obligations to Lender under the Other Note are fully and finally paid
or defeased (even if ownership of the Other Property changes or ownership and/or
structure of the Other Borrower changes), and discharged, or (ii) repayment in
full of the Note and release of Guarantor's Property from the lien of its
Mortgage.



     18.    TRANSFER OF LOAN.

     Lender may, at any time, sell, transfer or assign the Note, the Mortgage,
this Guaranty and the other Loan Documents, and any or all servicing rights with
respect thereto, or grant participations therein or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement (the "SECURITIES"). Lender may
forward to each purchaser, transferee, assignee, servicer, participant or
investor in such Securities or any credit rating agency rating such Securities
(the foregoing entities hereinafter collectively referred to as the "INVESTOR")
and each prospective Investor, all documents and information (including, but not
limited to, financial information) which Lender now has or may hereafter acquire
relating to Guarantor and the Property, whether furnished by any Guarantor or
otherwise, as Lender determines necessary or desirable, subject to any
confidentiality agreement executed by Lender prior to the receipt of such
information.

     Upon any transfer or proposed transfer contemplated above and by the Loan
Agreement, at Lender's request, Guarantor shall provide an estoppel certificate
to the Investor or any prospective Investor in such form, substance and detail
as Lender, such Investor or prospective Investor may reasonably require.

     19.    RIGHT OF SET-OFF. Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, without notice
(any such notice being expressly waived by Guarantor to the fullest extent
permitted by applicable law), to set off and apply any and all deposits, funds,
or assets at any time held and other indebtedness at any time owing by Lender to
or for the credit or the account of Guarantor against any and all of the
obligations of Guarantor now or hereafter existing under this Guaranty, whether
or not Lender shall have made any demand under this Guaranty or exercised any
other right or remedy hereunder. Lender will promptly notify Guarantor after any
such set-off and application made by Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of Lender under this Section 19 are in addition to the other rights and
remedies (including other rights of set-off) that Lender may have and every
right of setoff and lien shall continue in full force and effect until such
right of setoff or lien is specifically waived or released by an instrument in
writing executed by Lender.

     20.    SUBROGATION. Notwithstanding anything to the contrary contained
herein, (a) Guarantor shall not have any right of subrogation in or under any of
the Loan Documents or to participate in any way therein, or in any right, title
or interest in and to any security or right of recourse for the Indebtedness,
until the Indebtedness has been fully and finally paid, and (b) if the Guarantor
is or becomes an "insider" (as defined in Section 101 of the United States
Bankruptcy Code) with respect to the Other Borrower, then Guarantor hereby
irrevocably and absolutely waives any and all rights of contribution,
indemnification, reimbursement or any similar rights against the Other Borrower
with respect to this Guaranty (including any right of subrogation, except to the
extent of collateral held by Lender), whether such rights arise under an express
or implied contract or by operation of law. It is the intention of the parties
that the Guarantor shall not be deemed to be a "creditor" (as defined in Section
101 of the United States Bankruptcy Code) of the Other Borrower by reason of the
existence of this Guaranty in the event that the Other Borrower or the Guarantor
becomes a debtor in any proceeding under the United



States Bankruptcy code. This waiver is given to induce Lender to make the Loan
as evidenced by the Other Note to the Other Borrower.

     21.    FURTHER ASSURANCES. Guarantor at Guarantor's expense will promptly
execute and deliver to Lender upon Lender's request all such other and further
documents, agreements, and instruments in compliance with or accomplishment of
the agreements of Guarantor under this Guaranty.

     22.    NO FIDUCIARY RELATIONSHIP. The relationship between Lender and
Guarantor is solely that of lender and guarantor. Lender has no fiduciary or
other special relationship with or duty to Guarantor and none is created hereby
or may be inferred from any course of dealing or act or omission of Lender.

     23.    INTERPRETATION. If this Guaranty is signed by more than one party as
"Guarantor", then the term "Guarantor" as used in this Guaranty shall refer to
all such parties jointly and severally, and all promises, agreements, covenants,
waivers, consents, representations, warranties and other provisions in this
Guaranty are made by and shall be binding upon each and every such undersigned
party, jointly and severally and the Lender may pursue any Guarantor hereunder
without being required (i) to pursue any other Guarantor hereunder or (ii)
pursue rights and remedies under the Mortgage and/or applicable law with respect
to the Property or any other Loan Documents. The term "Lender" shall be deemed
to include any subsequent holder(s) of the Note. Whenever the context of any
provisions hereof shall require it, words in the singular shall include the
plural, words in the plural shall include the singular, and pronouns of any
gender shall include the other genders. Captions and headings in the Loan
Documents are for convenience only and shall not affect the construction of the
Loan Documents. All references in this Guaranty to Schedules, Articles,
Sections, Subsections, paragraphs and subparagraphs refer to the respective
subdivisions of this Guaranty, unless such reference specifically identifies
another document. The terms "herein", "hereof", "hereto", "hereunder" and
similar terms refer to this Guaranty and not to any particular Section or
subsection of this Guaranty. The terms "include" and "including" shall be
interpreted as if followed by the words "without limitation". All references in
this Guaranty to sums denominated in dollars or with the symbol "$" refer to the
lawful currency of the United States of America, unless such reference
specifically identifies another currency.

     24.    TIME OF ESSENCE. Time shall be of the essence in this Guaranty with
respect to all of Guarantor's obligations hereunder.

     25.    EXECUTION. This Guaranty may be executed in multiple counterparts,
each of which, for all purposes, shall be deemed an original, and all of which
together shall constitute one and the same agreement.

     26.    ENTIRE AGREEMENT. This Guaranty embodies the entire agreement
between Lender and Guarantor with respect to the guaranty by Guarantor of the
Guaranteed Obligations. This Guaranty supersedes all prior agreements and
understandings, if any, with respect to guaranty by Guarantor of the Guaranteed
Obligations. No condition or conditions precedent to the effectiveness of this
Guaranty exist. This Guaranty shall be effective upon execution by



Guarantor and delivery to Lender. This Guaranty may not be modified, amended or
superseded except in a writing signed by Lender and Guarantor referencing this
Guaranty by its date and specifically identifying the portions hereof that are
to be modified, amended or superseded.

     27.    WAIVER OF JURY TRIAL. GUARANTOR AND LENDER EACH HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND LENDER MAY BE PARTIES
ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY,
THE NOTE, THE SECURITY INSTRUMENT AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND
UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR AND LENDER, AND GUARANTOR AND LENDER
EACH HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE
BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY
OR NULLIFY ITS EFFECT. GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS
BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT
IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.

                  [Remainder of page intentionally left blank]



THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

     IN WITNESS WHEREOF, Guarantor duly executed this Guaranty under seal as of
the date first written above.

                            INLAND PARK PLACE LIMITED
                            PARTNERSHIP, an Illinois limited partnership

                            By:   Inland Plano Investments, LLC, a Delaware
                                  limited liability company, its general partner

                                  By:   Inland Western Retail Real Estate
                                        Trust, Inc., its sole member


                                        By:     /s/ Valerie Medina
                                              ----------------------
                                              Name:  Valerie Medina
                                              Title: Asst. Secretary

EX-10.48

                                                                   Exhibit 10.48

              GUARANTY AGREEMENT REGARDING CROSS-COLLATERALIZATION

     THIS GUARANTY AGREEMENT REGARDING CROSS-COLLATERALIZATION (this "GUARANTY")
is made as of the ________ day of January, 2004, by INLAND WESTERN NEW BRITAIN
MAIN, L.L.C., a Delaware limited liability company, having an address at 2901
Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in favor of BEAR
STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, having an address at
383 Madison Avenue, New York, New York 10179 ("LENDER").

                                    RECITALS:

     A.     Pursuant to that certain Loan Agreement dated as of the date hereof
by and among Guarantor, Inland Park Place Limited Partnership, an Illinois
limited partnership ("OTHER BORROWER"), and Lender (as the same may be amended,
restated, replaced, supplemented or otherwise modified from time to time, the
"LOAN AGREEMENT"), Guarantor has agreed to borrow from Lender the sum of SIX
MILLION FOUR HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($6,450,000.00) (the
"LOAN") as evidenced by that certain Promissory Note dated the date hereof made
by Guarantor to Lender (such Note, together with all extensions, renewals,
replacements, restatements or modifications thereof being hereinafter referred
to as the "NOTE"). All capitalized terms not defined herein shall have the same
meaning ascribed to such terms in the Loan agreement.

     B.     The aggregate principal amount set forth in the Loan Agreement and
evidenced by the Note and the Inland Park Place Note (as defined in the Loan
Agreement) is NINETEEN MILLION FIVE HUNDRED SEVENTY SEVEN THOUSAND AND NO/100
DOLLARS ($19,577,000.00) (the "ENTIRE LOAN"). The Inland PARK PLACE Note is
hereinafter referred to as the "OTHER NOTE".

     C.     The Note is secured by that certain Open-End Mortgage and Security
Agreement of even date herewith given by Guarantor to (or for the benefit of)
Lender covering the Property (as defined therein) and intended to be duly
recorded (the "MORTGAGE"). The Other Note is secured by an Amended and Restated
Deed of Trust and Security Agreement of even date herewith, given by the Other
Borrower to (or for the benefit of) Lender (collectively hereinafter referred to
as the "OTHER MORTGAGE").

     D.     Lender has agreed to make the Entire Loan, provided Guarantor agrees
to provide the guarantees, promises, indemnification, representations and
warranties and other matters described in this Guaranty for the benefit of
Lender, its successors and assigns.

     E.     Guarantor will benefit materially from Lender's agreement, and
enters into this Guaranty to induce Lender to so agree.

                                    AGREEMENT

     NOW THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor hereby guarantees to Lender the prompt and full payment
of the indebtedness described below in this Guaranty, this Guaranty being upon
the following terms and conditions:



     1.     GUARANTY OF PAYMENT AND PERFORMANCE.

     Guarantor hereby unconditionally and irrevocably guarantees to Lender the
punctual payment of all sums now or hereafter payable pursuant to the Other Note
and the Other Mortgage. The guaranty of Guarantor as set forth in this Section 1
is a continuing guaranty of payment and not merely a guaranty of collection.
Guarantor additionally unconditionally guarantees to Lender the timely
performance of all other obligations of the Other Borrower under the Other Note,
the Other Mortgage and the other Loan Documents (collectively, the "GUARANTEED
OBLIGATIONS").

     2.     PRIMARY LIABILITY OF GUARANTOR.

     This Guaranty is an absolute, irrevocable and unconditional guaranty of
payment and performance. Guarantor shall be liable for the payment and
performance of the Guaranteed Obligations, as set forth in this Guaranty, as a
primary obligor. This Guaranty shall be effective as a waiver of, and Guarantor
hereby expressly waives, any and all rights to which Guarantor may otherwise
have been entitled under any suretyship laws in effect from time to time;
including any right or privilege, whether existing under statute, at law or in
equity, to require Lender to take prior recourse or proceedings against any
collateral, security or other party whatsoever.

     Guarantor hereby agrees that upon the failure of the Other Borrower to pay
or perform the Guaranteed Obligations in accordance with the Other Note, the
Other Mortgage or the other Loan Documents, the Guaranteed Obligations, for
purposes of this Guaranty, shall be deemed immediately due and payable by
Guarantor at the election of Lender, and in addition Guarantor shall, on demand
and without presentment, protest, notice of protest, further notice of
nonpayment or of dishonor or of default or nonperformance, or notice of
acceleration or of intent to accelerate, or any other notice whatsoever, without
any notice having been given to Guarantor previous to such demand of the
acceptance by Lender of this Guaranty, all such notices being hereby waived by
Guarantor, pay to Lender or perform all of the Guaranteed Obligations. It shall
not be necessary for Lender, in order to enforce such payment or performance by
Guarantor, first to institute suit or pursue or exhaust any rights or remedies
against the Other Borrower or others liable for such performance, or to enforce
the rights against any of any security that shall ever have been given to secure
such Loan, or to join the Other Borrower or any others liable for the payment or
performance of the Guaranteed Obligations in any action to enforce this
Guaranty, or to resort to any other means of obtaining payment of the Guaranteed
Obligations.

     Suit may be brought or demand may be made against all parties who have
signed this Guaranty or against any one or more of them, separately or together,
without impairing the rights of Lender against any party hereto.

     3.     CERTAIN AGREEMENTS AND WAIVERS BY GUARANTOR.

     Guarantor hereby agrees that neither Lender's rights or remedies nor
Guarantor's obligations under the terms of this Guaranty shall be released,
diminished, impaired, reduced or



affected by any one or more of the following events, actions, facts, or
circumstances, and the liability of Guarantor under this Guaranty shall be
absolute and unconditional irrespective of:

            (i)     intentionally omitted;

            (ii)    any claim or defense that this Guaranty was made without
consideration or is not supported by adequate consideration;

            (iii)   the taking or accepting of any other security or guaranty
for, or right of recourse with respect to, any or all of the Guaranteed
Obligations;

            (iv)    any homestead exemption or any other exemption under
applicable law;

            (v)     any release, surrender, abandonment, exchange, alteration,
sale or other disposition, subordination, deterioration, waste, failure to
protect or preserve, impairment, or loss of, or any failure to create or perfect
any lien or security interest with respect to, or any other dealings with, any
collateral or security at any time existing or purported, believed or expected
to exist in connection with any or all of the Guaranteed Obligations, including
any impairment of Guarantor's recourse against any person or collateral;

            (vi)    whether express or by operation of law, any partial release
of the liability of Guarantor hereunder, or if one or more other guaranties are
now or hereafter obtained by Lender covering all or any part of the Guaranteed
Obligations, any complete or partial release of any one or more of such
guarantors under any such other guaranty, or any complete or partial release or
settlement of the Other Borrower or any other party liable, directly or
indirectly, for the payment or performance of any or all of the Guaranteed
Obligations;

            (vii)   the death, insolvency, bankruptcy, disability, dissolution,
liquidation, termination, receivership, reorganization, merger, consolidation,
change of form, structure or ownership, sale of all assets, or lack of
corporate, partnership or other power of the Other Borrower or any other party
at any time liable for the payment or performance of any or all of the
Guaranteed Obligations;

            (viii)  either with or without notice to or consent of Guarantor:
any renewal, extension, modification or rearrangement of the terms of any or all
of the Guaranteed Obligations and/or any of the Loan Documents, including,
without limitation, material alterations of the terms of payment (including
changes in maturity date(s) and interest rate(s)) or performance or any other
terms thereof, or any waiver, termination, or release of, or consent to
departure from, any of the Loan Documents or any other guaranty of any or all of
the Guaranteed Obligations, or any adjustment, indulgence, forbearance, or
compromise that may be granted from time to time by Lender to the Other
Borrower, Guarantor, and/or any other person at any time liable for the payment
or performance of any or all of the Guaranteed Obligations;

            (ix)    any neglect, lack of diligence, delay, omission, failure, or
refusal of Lender to enforce of any of the Guaranteed Obligations, or to
foreclose or take or prosecute any action to foreclose (or in foreclosing or
taking or prosecuting any action to foreclose) exercise (or in exercising) any
other right or power with respect to any security for the Guaranteed



Obligations, or to take or prosecute (or in taking or prosecuting) any action in
connection with any Loan Document, or any failure to sell or otherwise dispose
of in a commercially reasonable manner any collateral now or hereafter securing
any or all of the Guaranteed Obligations;

            (x)     any failure of Lender to notify Guarantor of any creation,
renewal, extension, rearrangement, modification, supplement, subordination, or
assignment of the Guaranteed Obligations or any part thereof, or of any Loan
Document, or of any release of or change in any security, or of any other action
taken or refrained from being taken by Lender against the Other Borrower or any
security or other recourse, or of any new agreement between Lender, and the
Other Borrower, it being understood that Lender shall not be required to give
Guarantor any notice of any kind under any circumstances with respect to or in
connection with the Guaranteed Obligations, any and all rights to notice
Guarantor may have otherwise had being hereby waived by Guarantor, and the
Guarantor shall be responsible for obtaining for itself information regarding
the Other Borrower and the property secured by the Other Mortgage (the "OTHER
PROPERTY"), including, but not limited to, any changes in the business or
financial condition of the Other Borrower or the Other Property, and the
Guarantor acknowledges and agrees that the Lender shall have no duty to notify
the Guarantor of any information which the Lender may have concerning the Other
Borrower.

            (xi)    the making of advances by Lender to protect its interest in
the Property generally the Other Mortgage, preserve the value of such Property
or for the purpose of performing any term or covenant contained in any of the
Loan Documents;

            (xii)   the existence of any claim, counterclaim, set-off,
recoupment, reduction or defense based upon any claim or other right that
Guarantor may at any time have against the Other Borrower, Lender, or any other
party, whether or not arising in connection with this Guaranty, the Note, the
Mortgage, or any other Loan Document;

            (xiii)  the unenforceability of all or any part of the Guaranteed
Obligations against the Other Borrower, whether because the Guaranteed
Obligations exceed the amount permitted by law or violate any usury law, or
because the act of creating the Guaranteed Obligations, or any part thereof, is
ULTRA VIRES, or because the officers or members creating same acted in excess of
their authority, or because of a lack of validity or enforceability of or defect
or deficiency in any of the Loan Documents, or because any of the Other Borrower
has any valid defense, claim or offset with respect thereto, or because the
Other Borrower's obligation ceases to exist by operation of law, or because of
any other reason or circumstance, it being agreed that Guarantor shall remain
liable hereon regardless of whether the Other Borrower or any other Person be
found not liable on the Guaranteed Obligations, or any part thereof, for any
reason (and regardless of any joinder of Other Borrower or any other party in
any action to obtain payment or performance of any or all of the Guaranteed
Obligations); or

            (xix)   any order, ruling or plan of reorganization emanating from
proceedings under Title 11 of the United States Code with respect to the Other
Borrower or any member or manager of the Other Borrower, including any
extension, reduction, composition, or other alteration of the Guaranteed
Obligations, whether or not consented to by Lender.



     In the event any payment to Lender by the Other Borrower or any other party
under the Other Note, the Other Mortgage or the other Loan Documents is held to
constitute a preference, fraudulent transfer or other voidable payment under any
bankruptcy, insolvency or similar law, or if for any other reason Lender is
required to refund such payment or pay the amount thereof to any other party,
such payment by the Other Borrower or any other party to Lender shall not
constitute a release of Guarantor from any liability hereunder, and this
Guaranty shall continue to be effective or shall be reinstated (notwithstanding
any prior release, surrender or discharge by Lender of this Guaranty or of
Guarantor), as the case may be, with respect to, and this Guaranty shall apply
to, any and all amounts so refunded by Lender or paid by Lender to another party
(which amounts shall constitute part of the Guaranteed Obligations), and any
interest paid by Lender and any attorneys' fees, costs and expenses paid or
incurred by Lender in connection with any such event. It is the intent of
Guarantor and Lender that the obligations and liabilities of Guarantor hereunder
are absolute and unconditional under any and all circumstances and that until
the Guaranteed Obligations are fully and finally paid or defeased, and not
subject to refund or disgorgement, the obligations and liabilities of Guarantor
hereunder shall not be discharged or released, in whole or in part, by any act
or occurrence that might, but for the provisions of this Guaranty, be deemed a
legal or equitable discharge or release of a guarantor.

     If the time for payment of any amount payable by the Other Borrower of the
Guaranteed Obligations is stayed or delayed by any law or tribunal, all such
amounts shall nonetheless be payable by Guarantor on demand by Lender.

     4.     SUBORDINATION. If, for any reason whatsoever, the Other Borrower is
now or hereafter becomes indebted to Guarantor:

     such indebtedness and all interest thereon and all liens, security
interests and rights now or hereafter existing with respect to property of the
Other Borrower securing same shall, at all times, be subordinate in all respects
to the Guaranteed Obligations and to all liens, security interests and rights
now or hereafter existing to secure the Guaranteed Obligations;

     Guarantor shall not be entitled to enforce or receive payment, directly or
indirectly, of any such indebtedness of the Other Borrower to Guarantor until
the Guaranteed Obligations have been fully and finally paid and performed;

     Guarantor hereby assigns and grants to Lender a security interest in all
such indebtedness and security therefor, if any, of the Other Borrower to
Guarantor now existing or hereafter arising, including any dividends and
payments pursuant to debtor relief or insolvency proceedings referred to below.
In the event of receivership, bankruptcy, reorganization, arrangement or other
debtor relief or insolvency proceedings involving the Other Borrower as debtor,
Lender shall have the right to prove its claim in any such proceedings so as to
establish its rights hereunder and shall have the right to receive directly from
the receiver, trustee or other custodian (whether or not an Event of Default
shall have occurred under any of the Loan Documents), dividends and payments
that are payable upon any obligation of the Other Borrower to Guarantor now
existing or hereafter arising, and to have all benefits of any security
therefor, until the Guaranteed Obligations have been fully and finally paid and
performed. If, notwithstanding the foregoing provisions, Guarantor should
receive any payment, claim or



distribution that is prohibited as provided above in this Section 4, Guarantor
shall pay the same to Lender immediately, Guarantor hereby agreeing that it
shall receive the payment, claim or distribution in trust for Lender and shall
have absolutely no dominion over the same except to pay it immediately to
Lender; and

     Guarantor shall promptly upon request of Lender from time to time execute
such documents and perform such acts as Lender may require to evidence and
perfect its interest and to permit or facilitate exercise of its rights under
this Section 4, including, but not limited to, execution and delivery of
financing statements, proofs of claim, further assignments and security
agreements, and delivery to Lender of any promissory notes or other instruments
evidencing indebtedness of the Other Borrower to Guarantor. All promissory
notes, accounts receivable ledgers or other evidences, now or hereafter held by
Guarantor, of obligations of the Other Borrower to Guarantor shall contain a
specific written notice thereon that the indebtedness evidenced thereby is
subordinated under and is subject to the terms of this Guaranty.

     5.     OTHER LIABILITY OF GUARANTOR OR OTHER BORROWER. If Guarantor is or
becomes liable, by endorsement or otherwise, for any indebtedness owing by the
Other Borrower to Lender other than under this Guaranty, such liability shall
not be in any manner impaired or affected hereby, and the rights of Lender
hereunder shall be cumulative of any and all other rights that Lender may have
against Guarantor. If the Other Borrower is or becomes indebted to Lender for
any indebtedness other than or in excess of the Indebtedness for which Guarantor
is liable under this Guaranty, any payment received or recovery realized upon
any such indebtedness of the Other Borrower to Lender may, except to the extent
paid by Guarantor on the Indebtedness for which Guarantor is liable under this
Guaranty or specifically required by law or agreement of Lender to be applied to
the Indebtedness for which Guarantor is liable under this Guaranty, in Lender's
sole discretion, be applied upon indebtedness of the Other Borrower to Lender
other than the Indebtedness for which Guarantor is liable under this Guaranty.
This Guaranty is independent of (and shall not be limited by) any other guaranty
now existing or hereafter given. Further, Guarantor's liability under this
Guaranty is in addition to any and all other liability Guarantor may have in any
other capacity, including without limitation, its capacity as an Indemnitor
under the Indemnity Agreement.

     6.     LENDER ASSIGNS. Each reference herein to Lender shall be deemed to
include its successors and assigns. This Guaranty shall inure to the benefit of
Lender and its respective successors and assigns forever.

     7.     BINDING EFFECT. This Guaranty is binding not only on Guarantor, but
also on Guarantor's successors and assigns. Upon the death of Guarantor, if
Guarantor is a natural person, this Guaranty shall continue against Guarantor's
estate as to all of the Guaranteed Obligations, including that portion incurred
or arising after the death of Guarantor and shall be provable in full against
Guarantor's estate, whether or not the Guaranteed Obligations are then due and
payable. If this Guaranty is signed now or hereafter by more than one party,
then all of the obligations of Guarantor arising hereunder shall be jointly and
severally binding on each such party, and their respective heirs, personal
representatives, successors and assigns, and the term "GUARANTOR" shall mean all
of such parties and each of them individually.



     8.     GOVERNING LAW; FORUM.

     This Guaranty shall be deemed to be a contract entered into pursuant to the
laws of the state where the Property is located and shall in all respects be
governed, construed, applied and enforced in accordance with the laws of the
state where the Property is located.

     With respect to any claim or action arising hereunder, Guarantor (i)
irrevocably submits to the nonexclusive jurisdiction of the courts of the State
of New York and any United States District Court located in the City of
New York, and appellate courts from any thereof, and (ii) irrevocably waives any
objection which it may have at any time to the laying on venue of any suit,
action or proceeding arising out of or relating to this Guaranty brought in any
such court, and (iii) irrevocably waives any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.

     9.     INAPPLICABLE PROVISIONS. If any term, condition or covenant of this
Guaranty shall be held to be invalid, illegal or unenforceable in any respect,
this Guaranty shall be construed without such provision.

     10.    ATTORNEYS' FEES AND COSTS OF COLLECTION. Guarantor shall pay on
demand all attorneys' fees and all other costs and expenses incurred by Lender
in the enforcement of or preservation of Lender's rights under this Guaranty
including, without limitation, all reasonable attorneys' fees and expenses,
investigation costs, and all court costs, whether or not suit is filed herein,
or whether at maturity or by acceleration, or whether before or after maturity,
or whether in connection with bankruptcy, insolvency or appeal, or whether in
connection with the collection and enforcement of this Guaranty against any
other Guarantor, if there be more than one. Guarantor agrees to pay interest on
any expenses or other sums due to Lender under this Section 10 that are not paid
when due, at a rate per annum equal to the interest rate provided for in the
Note. Guarantor's obligations and liabilities under this Section 10 shall
survive any payment or discharge in full of the Guaranteed Obligations.

     11.    PAYMENTS. All sums payable under this Guaranty shall be paid in
lawful money of the United States of America that at the time of payment is
legal tender for the payment of public and private debts.

     12.    USURY LAWS. This Guaranty is subject to the express condition that
at no time shall Guarantor be obligated or required to pay interest on the
Guaranteed Obligations at a rate which could subject the holder of this Guaranty
to either civil or criminal liability as a result of being in excess of the
maximum interest rate which Guarantor is permitted by applicable law to contract
or agree to pay. If by the terms of this Guaranty, Guarantor is at any time
required or obligated to pay interest on the Guaranteed Obligations at a rate in
excess of such maximum rate, the rate of interest under this Guaranty shall be
deemed to be immediately reduced to such maximum rate and the interest payable
shall be computed at such maximum rate and all prior interest payments in excess
of such maximum rate shall be applied and shall be deemed to have been payments
in reduction of the balance of the Guaranteed Obligations.

     13.    REPRESENTATIONS, WARRANTIES, AND COVENANTS OF GUARANTOR. Guarantor
hereby



represents, warrants, and covenants that (a) Guarantor has a financial interest
in the Other Borrower and will derive a material and substantial benefit,
directly or indirectly, from the making of the Loan to the Other Borrower; (b)
this Guaranty is duly authorized and valid, and is binding upon and enforceable
against Guarantor; (c) Guarantor is not, and the execution, delivery and
performance by Guarantor of this Guaranty will not cause Guarantor to be, in
violation of or in default with respect to any law or in default (or at risk of
acceleration of indebtedness) under any agreement or restriction by which
Guarantor is bound or affected; (d) the Guarantor will indemnify the Lender from
any loss, cost or expense as a result of any representation or warranty of the
Guarantor being false, incorrect, incomplete or misleading in any material
respect; (e) there is no litigation pending or, to the knowledge of Guarantor,
threatened before or by any tribunal against or affecting Guarantor which, if
adversely determined, would materially affect the ability of Guarantor to
perform its obligations hereunder; (f) all financial statements and information
heretofore furnished to Lender by Guarantor do, and all financial statements and
information hereafter furnished to Lender by Guarantor will, fully and
accurately present the condition (financial or otherwise) of Guarantor as of
their dates and the results of Guarantor's operations for the periods therein
specified, and, since the date of the most recent financial statements of
Guarantor heretofore furnished to Lender, no material adverse change has
occurred in the financial condition of Guarantor, nor, except as heretofore
disclosed in writing to Lender, has Guarantor incurred any material liability,
direct or indirect, fixed or contingent; (g) after giving effect to this
Guaranty, Guarantor is solvent, and does not intend to incur or believe that it
will incur debts that will be beyond its ability to pay as such debts mature;
(h) Lender has no duty at any time to investigate or inform Guarantor of the
financial or business condition or affairs of the Other Borrower or any change
therein, and Guarantor will keep fully appraised of the Other Borrower'
financial and business condition; (i) Guarantor acknowledges and agrees that
Guarantor may be required to pay and perform the Guaranteed Obligations in full
without assistance or support from the Other Borrower or any other party; (j)
Intentionally deleted; and (k) Guarantor has read and fully understands the
provisions contained in the Loan Documents. Guarantor's representations,
warranties and covenants are a material inducement to Lender to make the Loan
and enter into the Loan Documents, and shall survive the execution hereof and
any bankruptcy, foreclosure, transfer of security or other event affecting the
Other Borrower, Guarantor, any other party, or any security for all or any part
of the Guaranteed Obligations.

     14.    NOTICES. All notices or other written communications hereunder shall
be deemed to have been properly given (i) upon delivery, if delivered in person
with receipt acknowledged by the recipient thereof, (ii) one (1) Business Day
(hereinafter defined) after having been deposited for overnight delivery with
any reputable overnight courier service, or (iii) three (3) Business Days after
having been deposited in any post office or mail depository regularly maintained
by the U.S. Postal Service and sent by registered or certified mail, postage
prepaid, return receipt requested, addressed as follows:

            If to Guarantor:     2901 Butterfield Road
                                 Oak Brook, Illinois 60523
                                 Attention: General Counsel

            If to Lender:        383 Madison Avenue



                                 New York, New York 10179
                                 Attention: Christopher Hoeffel

or addressed as such party may from time to time designate by written notice to
the other parties. For purposes of this Guaranty, the term "BUSINESS DAY" shall
mean any day other than Saturday, Sunday or any other day on which banks are
required or authorized to close in New York, New York.

Any party by notice to the others may designate additional or different
addresses for subsequent notices or communications.

     15.    CUMULATIVE RIGHTS. The exercise by Lender of any right or remedy
hereunder or under any other Loan Document, or at law or in equity, shall not
preclude the concurrent or subsequent exercise of any other right or remedy.
Lender shall have all rights, remedies and recourses afforded to Lender by
reason of this Guaranty or any other Loan Document or by law or equity or
otherwise, and the same (a) shall be cumulative and concurrent, (b) may be
pursued separately, successively or concurrently against Guarantor or others
obligated for the Guaranteed Obligations, or any part thereof, or against any
one or more of them, or against any security or otherwise, at the sole
discretion of Lender, (c) may be exercised as often as occasion therefor shall
arise, it being agreed by Guarantor that the exercise of, discontinuance of the
exercise of or failure to exercise any of such rights, remedies, or recourses
shall in no event be construed as a waiver or release thereof or of any other
right, remedy, or recourse, and (d) are intended to be, and shall be,
nonexclusive. No waiver of any default on the part of Guarantor or of any breach
of any of the provisions of this Guaranty or of any other document shall be
considered a waiver of any other or subsequent default or breach, and no delay
or omission in exercising or enforcing the rights and powers, granted herein or
in any other document shall be construed as a waiver of such rights and powers,
and no exercise or enforcement of any rights or powers hereunder or under any
other document shall be held to exhaust such rights and powers, and every such
right and power may be exercised from time to time. The granting of any consent,
approval or waiver by Lender shall be limited to the specific instance and
purpose therefor and shall not constitute consent or approval in any other
instance or for any other purpose. No notice to or demand on Guarantor in any
case shall of itself entitle Guarantor to any other or further notice or demand
in similar or other circumstances. No provision of this Guaranty or any right,
remedy or recourse of Lender with respect hereto, or any default or breach, can
be waived, nor can this Guaranty or Guarantor be released or discharged in any
way or to any extent, except specifically in each case by a writing intended for
that purpose (and which refers specifically to this Guaranty) executed, and
delivered to Guarantor, by Lender.

     16.    EXCULPATION. Guarantor's obligations hereunder shall be subject to
the provisions of Section 9.4 of the Loan Agreement, which provisions are
expressly incorporated herein.

     17.    TERM OF GUARANTY. This Guaranty shall continue in effect until (i)
all of the obligations to Lender under the Other Note are fully and finally paid
or defeased (even if ownership of the Other Property changes or ownership and/or
structure of the Other Borrower changes), and discharged, or (ii) repayment in
full of the Note and release of Guarantor's Property from the lien of its
Mortgage.



     18.    TRANSFER OF LOAN.

     Lender may, at any time, sell, transfer or assign the Note, the Mortgage,
this Guaranty and the other Loan Documents, and any or all servicing rights with
respect thereto, or grant participations therein or issue mortgage pass-through
certificates or other securities evidencing a beneficial interest in a rated or
unrated public offering or private placement (the "SECURITIES"). Lender may
forward to each purchaser, transferee, assignee, servicer, participant or
investor in such Securities or any credit rating agency rating such Securities
(the foregoing entities hereinafter collectively referred to as the "INVESTOR")
and each prospective Investor, all documents and information (including, but not
limited to, financial information) which Lender now has or may hereafter acquire
relating to Guarantor and the Property, whether furnished by any Guarantor or
otherwise, as Lender determines necessary or desirable, subject to any
confidentiality agreement executed by Lender prior to the receipt of such
information.

     Upon any transfer or proposed transfer contemplated above and by the Loan
Agreement, at Lender's request, Guarantor shall provide an estoppel certificate
to the Investor or any prospective Investor in such form, substance and detail
as Lender, such Investor or prospective Investor may reasonably require.

     19.    RIGHT OF SET-OFF. Lender is hereby authorized at any time and from
time to time, to the fullest extent permitted by applicable law, without notice
(any such notice being expressly waived by Guarantor to the fullest extent
permitted by applicable law), to set off and apply any and all deposits, funds,
or assets at any time held and other indebtedness at any time owing by Lender to
or for the credit or the account of Guarantor against any and all of the
obligations of Guarantor now or hereafter existing under this Guaranty, whether
or not Lender shall have made any demand under this Guaranty or exercised any
other right or remedy hereunder. Lender will promptly notify Guarantor after any
such set-off and application made by Lender, provided that the failure to give
such notice shall not affect the validity of such set-off and application. The
rights of Lender under this Section 19 are in addition to the other rights and
remedies (including other rights of set-off) that Lender may have and every
right of setoff and lien shall continue in full force and effect until such
right of setoff or lien is specifically waived or released by an instrument in
writing executed by Lender.

     20.    SUBROGATION. Notwithstanding anything to the contrary contained
herein, (a) Guarantor shall not have any right of subrogation in or under any of
the Loan Documents or to participate in any way therein, or in any right, title
or interest in and to any security or right of recourse for the Indebtedness
until the Indebtedness has been fully and finally paid, and (b) if the Guarantor
is or becomes an "insider" (as defined in Section 101 of the United States
Bankruptcy Code) with respect to the Other Borrower, then Guarantor hereby
irrevocably and absolutely waives any and all rights of contribution,
indemnification, reimbursement or any similar rights against the Other Borrower
with respect to this Guaranty (including any right of subrogation, except to the
extent of collateral held by Lender), whether such rights arise under an express
or implied contract or by operation of law. It is the intention of the parties
that the Guarantor shall not be deemed to be a "creditor" (as defined in Section
101 of the United States Bankruptcy Code) of the Other Borrower by reason of the
existence of this Guaranty in the event that the Other Borrower or the Guarantor
becomes a debtor in any proceeding under the United



States Bankruptcy code. This waiver is given to induce Lender to make the Loan
as evidenced by the Other Note to the Other Borrower.

     21.    FURTHER ASSURANCES. Guarantor at Guarantor's expense will promptly
execute and deliver to Lender upon Lender's request all such other and further
documents, agreements, and instruments in compliance with or accomplishment of
the agreements of Guarantor under this Guaranty.

     22.    NO FIDUCIARY RELATIONSHIP. The relationship between Lender and
Guarantor is solely that of lender and guarantor. Lender has no fiduciary or
other special relationship with or duty to Guarantor and none is created hereby
or may be inferred from any course of dealing or act or omission of Lender.

     23.    INTERPRETATION. If this Guaranty is signed by more than one party as
"Guarantor", then the term "Guarantor" as used in this Guaranty shall refer to
all such parties jointly and severally, and all promises, agreements, covenants,
waivers, consents, representations, warranties and other provisions in this
Guaranty are made by and shall be binding upon each and every such undersigned
party, jointly and severally and the Lender may pursue any Guarantor hereunder
without being required (i) to pursue any other Guarantor hereunder or (ii)
pursue rights and remedies under the Mortgage and/or applicable law with respect
to the Property or any other Loan Documents. The term "Lender" shall be deemed
to include any subsequent holder(s) of the Note. Whenever the context of any
provisions hereof shall require it, words in the singular shall include the
plural, words in the plural shall include the singular, and pronouns of any
gender shall include the other genders. Captions and headings in the Loan
Documents are for convenience only and shall not affect the construction of the
Loan Documents. All references in this Guaranty to Schedules, Articles,
Sections, Subsections, paragraphs and subparagraphs refer to the respective
subdivisions of this Guaranty, unless such reference specifically identifies
another document. The terms "herein", "hereof", "hereto", "hereunder" and
similar terms refer to this Guaranty and not to any particular Section or
subsection of this Guaranty. The terms "include" and "including" shall be
interpreted as if followed by the words "without limitation". All references in
this Guaranty to sums denominated in dollars or with the symbol "$" refer to the
lawful currency of the United States of America, unless such reference
specifically identifies another currency.

     24.    TIME OF ESSENCE. Time shall be of the essence in this Guaranty with
respect to all of Guarantor's obligations hereunder.

     25.    EXECUTION. This Guaranty may be executed in multiple counterparts,
each of which, for all purposes, shall be deemed an original, and all of which
together shall constitute one and the same agreement.

     26.    ENTIRE AGREEMENT. This Guaranty embodies the entire agreement
between Lender and Guarantor with respect to the guaranty by Guarantor of the
Guaranteed Obligations. This Guaranty supersedes all prior agreements and
understandings, if any, with respect to guaranty by Guarantor of the Guaranteed
Obligations. No condition or conditions precedent to the effectiveness of this
Guaranty exist. This Guaranty shall be effective upon execution by



Guarantor and delivery to Lender. This Guaranty may not be modified, amended or
superseded except in a writing signed by Lender and Guarantor referencing this
Guaranty by its date and specifically identifying the portions hereof that are
to be modified, amended or superseded.

     27.    WAIVER OF JURY TRIAL. GUARANTOR AND LENDER EACH HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND LENDER MAY BE PARTIES
ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY,
THE NOTE, THE SECURITY INSTRUMENT AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND
UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS
AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST
PARTIES WHO ARE NOT PARTIES TO THIS GAURANTY. THIS WAIVER IS KNOWINGLY,
WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR AND LENDER, AND GUARANTOR AND LENDER
EACH HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE
BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY
OR NULLIFY ITS EFFECT. GUARANTOR FURTHER REPRESENTS AND WARRANTS THAT IT HAS
BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE
REPRESENTED BY INDEDPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


                  [Remainder of page intentionally left blank]



THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.

     IN WITNESS WHEREOF, Guarantor duly executed this Guaranty under seal as of
the date first written above.

                                  INLAND WESTERN NEW BRITAIN MAIN,
                                  L.L.C., a Delaware limited liability company

                                  By:   Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        Member


                                        By:     /s/ Valerie Medina
                                              ----------------------
                                              Name:  Valerie Medina
                                              Title: Asst. Secretary

EX-10.49

                                                                   Exhibit 10.49

                            NOTICE OF FINAL AGREEMENT
                                 LOAN NO. 753821

     THIS NOTICE OF FINAL AGREEMENT is made this ______ day of February, 2004,
and is incorporated by and into and shall be deemed to amend and supplement any
and all documents constituting "Loan Agreements" as defined by Section 26.02 of
the Texas Business & Commerce Code, executed by and among INLAND WESTERN SAN
ANTONIO LIMITED PARTNERSHIP, an Illinois limited partnership ("BORROWER"),
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation
("Guarantor"), and PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation
("LENDER"), pertaining to the property located at 125 NW Loop 410, San Antonio,
Texas, and the loan in the stated aggregate principal amount of $32,528,000.00
evidenced by that Secured Promissory Note of even date herewith executed by
Borrower to Lender, and such term shall also include said Secured Promissory
Note, as well as that Deed of Trust, Security Agreement and Assignment of Rents,
that Assignment of Lease and Rents, that Assignment of Management Agreement and
Subordination of Management Fees Agreement, that Guaranty, and that
Environmental Indemnity Agreement, each of even date herewith from Borrower
and/or Guarantor to Lender, but shall exclude the Commitment dated December 18,
2003.

     In addition to the covenants made in the Loan Agreements, Borrower and
Lender further covenant and agree as follows:

     1.     The rights and obligations of Borrower and Lender shall be
determined solely from the written Loan Agreements and any prior oral agreements
between Lender and Borrower are superseded by and merged into the Loan
Agreements.

     2.     The Loan Agreements may not be varied by any oral agreements or
discussions that occur before, contemporaneously with, or subsequent to the
execution of the Loan Agreements.

     3.     The following Notice is provided pursuant to Section 26.02 of the
Texas Business & Commerce Code:

     THE WRITTEN LOAN AGREEMENTS REPRESENT THE FINAL AGREEMENTS BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

     THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

                             SIGNATURE PAGES FOLLOW

                                        1


                          SIGNATURE PAGE OF BORROWER TO
                            NOTICE OF FINAL AGREEMENT


                         INLAND WESTERN SAN ANTONIO LIMITED
                         PARTNERSHIP, an Illinois limited partnership

                         By:  INLAND WESTERN SAN ANTONIO GP, L.L.C.,
                              a Delaware limited liability company, its General
                              Partner

                              By:  INLAND WESTERN RETAIL REAL
                                   ESTATE TRUST, INC., a Maryland
                                   corporation, its Sole Member


                                   By:    /s/ Valerie Medina
                                        --------------------------
                                        Name:   Valerie Medina
                                              --------------------
                                        Title:  Asst. Secretary
                                                ------------------

                                        2


                         SIGNATURE PAGE OF GUARANTOR TO
                            NOTICE OF FINAL AGREEMENT

                                            INLAND WESTERN RETAIL REAL ESTATE
                                            TRUST, INC., a Maryland corporation


                                            By:   /s/ Valerie Medina
                                                 ---------------------
                                            Name:    Valerie Medina
                                                 ---------------------
                                            Title:   Asst. Secretary
                                                  --------------------

                                        3


                           SIGNATURE PAGE OF LENDER TO
                            NOTICE OF FINAL AGREEMENT

                             PRINCIPAL LIFE INSURANCE COMPANY, an
                             Iowa corporation

                             By:   PRINCIPAL REAL ESTATE
                                   INVESTORS, LLC, a Delaware limited
                                   liability company, its authorized signatory


                                   By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------


                                   By:
                                          ------------------------------------
                                          Name:
                                               -------------------------------
                                          Title:
                                                ------------------------------

                                        4

EX-10.50

                                                                   Exhibit 10.50

                             SECURED PROMISSORY NOTE
                                 LOAN NO. 753821

$32,528,000.00                                               February ____, 2004

     1.     FOR VALUE RECEIVED, INLAND WESTERN SAN ANTONIO LIMITED PARTNERSHIP,
an Illinois limited partnership, as "BORROWER" ("Borrower" to be construed as
"Borrowers" if the context so requires), hereby promises to pay to the order of
PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation (as "LENDER"), having a
principal place of business and post office address at c/o Principal Real Estate
Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, or at such other
place as Lender may designate, the principal sum of Thirty Two Million Five
Hundred Twenty Eight Thousand and 00/100 Dollars ($32,528,000.00) (the "LOAN
AMOUNT") or so much thereof as shall from time to time have been advanced,
together with interest on the unpaid balance of said sum from February ____,
2004 (the "CLOSING DATE"), at the lesser of (a) the maximum rate permitted by
applicable law and (b) prior to default or maturity, the rate of four and 61/100
percent (4.61%) per annum.

     A payment of interest from the Closing Date to and including February 29,
2004, shall be paid on the Closing Date calculated by multiplying the actual
number of days elapsed in the period for which interest is being calculated by a
daily rate based on the foregoing annual interest rate and a 360-day year.
Thereafter, interest shall be computed on the unpaid balance on the basis of a
360-day year composed of twelve 30-day months. Beginning on April 1, 2004,
interest shall be due and payable in arrears in monthly installments of One
Hundred Twenty Four Thousand Nine Hundred Sixty One and 73/100 Dollars
($124,961.73), with an installment in a like amount due and payable on the same
day of each month thereafter, except that all remaining principal and interest
to and including the date of payment and other Indebtedness shall be due and
payable on March 1, 2010 or such earlier date resulting from the acceleration of
the Indebtedness by Lender ("MATURITY DATE"). All principal and interest shall
be paid in lawful money of the United States of America by wire transfer of
immediately available funds to Lender at Wells Fargo Bank, Iowa, N.A., 7th and
Walnut Streets, Des Moines, Iowa 50304, for credit to Principal Life Insurance
Company, Account No. 0000014752, RE: Loan No. 753821 with reference to Borrower.
In the event Borrower fails to make any monthly payment under this Note on or
before the due date thereof, Borrower agrees to make all subsequent payments by
automated clearing house transfer through such bank or financial institution as
shall be approved in writing by Lender, shall be made to an account designated
by Lender, and shall be initiated by Lender or shall be made in such other
manner as Lender may direct from time to time. Any other monthly deposits or
payments Borrower is required to make to Lender under the terms of the Loan
Documents shall be made by the same payment method and on the same date as the
installments of interest due under this Note.

     2.     No privilege is reserved by Borrower to prepay any principal of this
Note prior to the Maturity Date, except on or after the date hereof, privilege
is reserved, after giving thirty (30) days' prior written notice to Lender, to
prepay in full, but not in part, all principal and interest to and including the
date on which payment is made, along with all sums, amounts, advances, or
charges due under any instrument or agreement by which this Note is secured,
upon the payment of a "MAKE WHOLE PREMIUM." The Make Whole Premium shall be the
lesser of: (a) the maximum amount which is allowable under Texas law limiting
the amount of interest which may

                                        1


be contracted for, charged or received after considering all other amounts
constituting or deemed to constitute interest, and (b) the greater of one
percent (1%) of the principal amount to be prepaid or a premium calculated as
provided in subparagraphs (a) through (c) below:

     (a)    Determine the "REINVESTMENT YIELD." The Reinvestment Yield will be
            equal to the yield on the U.S. Treasury Issue ("PRIMARY ISSUE")*
            published one week prior to the date of prepayment and converted to
            an equivalent monthly compounded nominal yield.

            *At this time there is not a U.S. Treasury Issue for this prepayment
            period. At the time of prepayment, Lender shall select in its sole
            and absolute discretion a U.S. Treasury Issue with similar remaining
            time to maturity as this Note.

     (b)    Calculate the "PRESENT VALUE OF THE LOAN." The Present Value of the
            Loan is the present value of the payments to be made in accordance
            with this Note (all installment payments and any remaining payment
            due on the Maturity Date) discounted at the Reinvestment Yield for
            the number of months remaining from the date of prepayment to the
            Maturity Date.

     (c)    Subtract the amount of the prepaid proceeds from the Present Value
            of the Loan as of the date of prepayment. Any resulting positive
            differential shall be the premium.

If Borrower has otherwise fully complied with the preceding paragraphs, then,
during the last 90 days prior to the Maturity Date, provided no Event of Default
exists, no Make Whole Premium shall be payable.

     3.     Borrower agrees that if Lender accelerates the whole or any part of
the principal sum evidenced hereby, after the occurrence of an Event of Default,
or applies any proceeds pursuant to the provisions of the Loan Documents,
Borrower waives any right to prepay said principal sum in whole or in part
without premium and agrees to pay, as yield maintenance protection and not as a
penalty, the Make Whole Premium.

Notwithstanding the above, in the event any proceeds from a casualty or Taking
of the Premises are applied to reduce the principal balance hereof, such
reduction shall be made without a Make Whole Premium, provided no Event of
Default then exists under the Loan Documents.

     4.     If any payment of principal, interest, Make Whole Premium, or other
Indebtedness is not made when due, damages will be incurred by Lender, including
additional expense in handling overdue payments, the amount of which is
difficult and impractical to ascertain. Borrower therefore agrees to pay, upon
demand, the sum of four cents ($.04) for each one dollar ($1.00) of each said
payment which becomes overdue ("LATE CHARGE") as a reasonable estimate of the
amount of said damages, subject, however, to the limitations contained in
paragraph 6 hereof.

Notwithstanding anything hereinabove to the contrary, the Late Charge assessed
on any amount due on the Maturity Date but not then paid, whether or not by
acceleration, shall not be four cents for each one dollar as described above,
but shall instead be a sum equal to the interest

                                        2


which would have accrued on the principal balance then outstanding from the date
the payment is made to the end of the month in which the Maturity Date occurs.
Such Late Charge shall be in addition to interest otherwise accruing under this
Note.

     5.     If any Event of Default has occurred and is continuing under the
Loan Documents, the entire principal balance of the Loan, interest then accrued,
and Make Whole Premium, and all other Indebtedness whether or not otherwise then
due, shall at the option of Lender, become immediately due and payable without
demand or notice, and whether or not Lender has exercised said option, interest
shall accrue on the entire principal balance, interest then accrued, Make Whole
Premium and any other Indebtedness then due, at a rate equal to the Default Rate
until fully paid.

     6.     Notwithstanding anything herein or in any of the other Loan
Documents to the contrary, no provision contained herein or therein which
purports to obligate Borrower to pay any amount of interest or any fees, costs
or expenses which are in excess of the maximum permitted by applicable law,
shall be effective to the extent it calls for the payment of any interest or
other amount in excess of such maximum. All agreements between Borrower and
Lender, whether now existing or hereafter arising and whether written or oral,
are hereby limited so that in no contingency, whether by reason of demand for
payment or acceleration of the maturity hereof or otherwise, shall the interest
contracted for, charged or received by Lender exceed the maximum amount
permissible under applicable law. If, from any circumstance whatsoever, interest
would otherwise be payable to Lender in excess of the maximum lawful amount, the
interest payable to Lender shall be reduced to the maximum amount permitted
under applicable law; and if from any circumstance Lender shall ever receive
anything of value deemed interest by applicable law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall, at the option of
Lender, be refunded to Borrower or be applied to the reduction of the principal
hereof, without a Make Whole Premium and not to the payment of interest or, if
such excessive interest exceeds the unpaid balance of principal hereof such
excess shall be refunded to Borrower. All interest paid or agreed to be paid to
Lender shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full period until payment in full of the
principal (including the period of any renewal or extension hereof) so that the
interest herein for such full period shall not exceed the maximum amount
permitted by applicable law. This paragraph shall control all agreements between
Borrower and Lender.

     7.     Borrower and any endorsers or guarantors waive presentment, protest
and demand, notice of protest, demand and dishonor and nonpayment, and notice of
default, notice of intent to accelerate maturity, notice of acceleration and
maturity, and agree the Maturity Date of this Note or any installment may be
extended without affecting any liability hereunder, and further promise to pay
all reasonable costs and expenses, including but not limited to, reasonable
attorney's fees incurred by Lender in connection with any default or in any
proceeding to interpret and/or enforce any provision of the Loan Documents. No
release of Borrower from liability hereunder shall release any other maker,
endorser or guarantor hereof.

     8.     This Note is secured by the Loan Documents creating among other
things legal and valid encumbrances on and an assignment of all of Borrower's
interest in any Leases of the Premises located in the county of Bexar, state of
Texas. Capitalized terms used herein and not

                                        3


otherwise defined shall have those meanings given to them in the Loan Documents.
In no event shall such documents be construed inconsistently with the terms of
this Note, and in the event of any discrepancy between any such documents and
this Note, the terms hereof shall govern. The proceeds of this Note are to be
used for business, commercial, investment or other similar purposes, and no
portion thereof will be used for any personal, family or household use. This
Note shall be governed by and construed in accordance with the laws of the State
where the Premises is located, without regard to its conflict of law principles.

     9.     Notwithstanding any provision to the contrary in this Note or the
Loan Documents and except as otherwise provided for below, the liability of
Borrower and any general partner of Borrower under the Loan Documents shall be
limited to the interest of Borrower and any general partner of Borrower in the
Premises and the Rents. In the event of foreclosure of the liens evidenced by
the Loan Documents, no judgment for any deficiency upon the Indebtedness
evidenced by the Loan Documents shall be sought or obtained by Lender against
Borrower or any general partner of Borrower. Nothing herein shall in any manner
limit or impair (i) the lien or enforcement of the Loan Documents pursuant to
the terms thereof or (ii) the obligations of any indemnitor or guarantor, if
any.

     Notwithstanding any provision hereinabove to the contrary, Borrower and any
general partner of Borrower shall be personally liable to Lender for:

     (a)    any loss or damage to Lender arising from (i) the sale or forfeiture
            of the Premises resulting from Borrower's failure to pay any of the
            taxes, assessments or charges specified in the Loan Documents or
            (ii) Borrower's failure to insure the Premises in compliance with
            the provisions of the Loan Documents;

     (b)    any event or circumstance for which Borrower indemnifies Lender
            under the Environmental Indemnity;

     (c)    nonpayment of taxes, assessments, insurance premiums and utilities
            for the Premises and any penalty or late charge associated with
            nonpayment thereof;

     (d)    material failure to manage, operate, and maintain the Premises in a
            commercially reasonable manner for similar property types in the
            surrounding geographic area;

     (e)    any sums expended by Lender in fulfilling the obligations of
            Borrower as lessor under any Lease of the Premises prior to a sale
            of the Premises pursuant to foreclosure or power of sale, a bona
            fide sale (permitted by the terms of paragraph 2(f) of the Deed of
            Trust (it being agreed that "Deed of Trust" as used herein shall be
            construed to mean "mortgage" or "deed of trust" or "trust deed" as
            the context so requires) or consented to in writing by Lender) to an
            unrelated third party or upon conveyance to Lender of the Premises
            by a deed acceptable to Lender in form and content (each of which
            shall be referred to as a "SALE" for purposes of this paragraph) or
            expended by Lender after a Sale of the Premises for obligations of
            Borrower which arose prior to a Sale of the Premises;

            Borrower's personal liability for items specified in (c), (d) and
            (e) above shall be limited to the amount of rents, issues, proceeds
            and profits from the Premises

                                        4


            ("RENTS AND PROFITS") received by Borrower for the twenty-four (24)
            months preceding an Event of Default and thereafter; but less any
            such Rents and Profits applied to (A) payment of principal, interest
            and other charges when due under the Loan Documents, or (B) payment
            of expenses for the operation, maintenance, taxes, assessments,
            utility charges and insurance of the Premises including sufficient
            reserves for the same or replacements or renewals thereof
            ("OPERATION EXPENSE(S)") provided that (x) Borrower has furnished
            Lender with evidence satisfactory to Lender of the Operation
            Expenses and payment thereof, and (y) any payments to parties
            related to Borrower shall be considered an Operation Expense only to
            the extent that the amount expended for the Operation Expense does
            not exceed the then current market rate for such Operation Expense.

     (f)    any rents or other income regardless of type or source of payment or
            other considerations in lieu thereof (including, but not limited to,
            common area maintenance charges, lease termination payments, refunds
            of any type, prepayment of rents, settlements of litigation, or
            settlements of past due rents) from the Premises which Borrower has
            received or will receive after an Event of Default under the Loan
            Documents which are not applied to (A) payment of principal,
            interest and other charges when due under the Loan Documents or (B)
            payment of Operation Expenses provided that (x) Borrower has
            furnished Lender with evidence reasonably satisfactory to Lender of
            the Operation Expenses and payment thereof, and (y) any payments to
            parties related to Borrower shall be considered an Operation Expense
            only to the extent that the amount expended for the Operation
            Expense does not exceed the then current market rate for such
            Operation Expense;

     (g)    any security deposits of tenants not otherwise applied in accordance
            with the terms of the Lease(s), together with any interest on such
            security deposits required by law or the leases, not turned over to
            Lender upon conveyance of the Premises to Lender pursuant to
            foreclosure or power of sale or by a deed acceptable to Lender in
            form and content;

     (h)    misapplication or misappropriation of tax reserve accounts, tenant
            improvement reserve accounts, security deposits, prepaid rents or
            other similar sums paid to or held by Borrower or any other entity
            or person in connection with the operation of the Premises;

     (i)    any insurance or condemnation proceeds or other similar funds or
            payments applied by Borrower in a manner other than as expressly
            provided in the Loan Documents;

     (j)    any loss or damage to Lender arising from any fraud or willful
            misrepresentation by or on behalf of Borrower, Interest Owner or any
            guarantor regarding the Premises, the making or delivery of any of
            the Loan Documents or in any materials or information provided by or
            on behalf of Borrower, Interest Owner or guarantor, if any, in
            connection with the Loan; and

                                        5


     (k)    any loss or damage to Lender arising as a result of that certain
            lawsuit styled "ISO Group, Inc., dba Successors of Texas v. DDRA
            Community Centers Four, L.P., Cause No. 2003CI19672 filed in the
            District Court, 407th Judicial District, Bexar County, Texas.

            Notwithstanding anything contained in paragraphs 9(a)(i) and 9(c)
     hereinabove as it relates solely to taxes, assessments and insurance
     premiums, to the extent Lender is impounding for taxes, assessments and
     insurance premiums in accordance with the Loan Documents and Borrower has
     fully complied with all terms and conditions of the Loan Documents relating
     to impounding for the same, then Borrower shall not be personally liable
     for Lender's failure to apply any of said impound amounts held by Lender in
     accordance with the Loan Documents.

     Notwithstanding anything to the contrary in the Loan Documents, the
limitation on liability contained in the first paragraph of this paragraph 9
SHALL BECOME NULL AND VOID and shall be of no further force and effect in the
event of any breach or violation of paragraph 2(f) (due on sale or encumbrance)
of the Deed of Trust, other than (i) the filing of a nonmaterial mechanic's lien
affecting the Premises or a mechanic's lien affecting the Premises for which
Borrower has complied with the provisions of paragraph 1(e) of the Deed of
Trust, or (ii) the granting of any utility or other nonmaterial easement or
servitude burdening the Premises, or (iii) any transfer or encumbrance of a
nonmaterial economic interest in the Premises not otherwise set forth in (i) or
(ii).

     10.    If more than one, all obligations and agreements of Borrower and of
any general partners of Borrower are joint and several.

     11.    This Note may not be changed or terminated orally, but only by an
agreement in writing and signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought. All of the rights,
privileges and obligations hereunder shall inure to the benefit of the heirs,
successors and assigns of Lender and shall bind the heirs and permitted
successors and assigns of Borrower.

     12.    If any provision of this Note shall, for any reason, be held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provision hereof, but this Note shall be construed as if such invalid
or unenforceable provision had never been contained herein.

     13.    This Note may be executed in counterparts, each of which shall be
deemed an original; and such counterparts when taken together shall constitute
but one agreement.

     IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and
delivered as of the date first set forth above.

         (REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES ON NEXT PAGE

                                        6


                          SIGNATURE PAGE OF BORROWER TO
                             SECURED PROMISSORY NOTE

                                 INLAND WESTERN SAN ANTONIO LIMITED
                                 PARTNERSHIP, an Illinois limited partnership

                                 By:  INLAND WESTERN SAN ANTONIO GP, L.L.C.,
                                      a Delaware limited liability company, its
                                      General Partner

                                      By:  INLAND WESTERN RETAIL REAL
                                           ESTATE TRUST, INC., a Maryland
                                           corporation, its Sole Member


                                           By:       /s/ Valerie Medina
                                                -----------------------------
                                                Name:   Valerie Medina
                                                       ----------------------
                                                Title:  Asst. Secretary
                                                       ----------------------

EX-10.51

                                                                   Exhibit 10.51

                                             THIS IS TO CERTIFY THAT THIS A TRUE
                                             AND CORRECT COPY OF ORIGINAL
                                             HERITAGE TITLE COMPANY
                                                    OF AUSTIN
WHEN RECORDED RETURN TO:                     BY /s/ [ILLEGIBLE]
                                                --------------------------------
THOMPSON & KNIGHT L.L.P.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
ATTENTION: JEANNE M. BURTON

NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR
STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED
FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S
LICENSE NUMBER.


                        DEED OF TRUST, SECURITY AGREEMENT
                             AND ASSIGNMENT OF RENTS
                                 LOAN NO. 753821


       A.     THIS DEED OF TRUST (as the same may from time to time hereafter be
modified, supplemented or amended, this "DEED OF TRUST") is made as of February
4, 2004, by INLAND WESTERN SAN ANTONIO LIMITED PARTNERSHIP, an Illinois limited
partnership, having a principal place of business and post office address at
2901 Butterfield Road, Oak Brook, Illinois 60523, "BORROWER" ("Borrower" to be
construed as "Borrowers" if the context so requires), to S. P. Franzenburg, of
801 Grand Avenue, Des Moines, Iowa 50392-1360, ("TRUSTEE"), as Trustee for the
benefit of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address c/o Principal Real Estate
Investors, LLC, at 801 Grand Avenue, Des Moines, Iowa 50392-1450, "LENDER".

                              W I T N E S S E T H:

       B.     Borrower is justly indebted to Lender for money borrowed (the
"LOAN") in the original principal sum of Thirty Two Million Five Hundred Twenty
Eight Thousand and 00/100 Dollars ($32,528,000.00) (the "LOAN AMOUNT") evidenced
by Borrower's secured promissory note of even date herewith, made payable and
delivered to Lender, (as may be modified, amended, supplemented, extended or
consolidated in writing and any note(s) issued in exchange therefor or
replacement thereof) (the "NOTE") in which Note Borrower promises to pay to
Lender the Loan Amount, together with all accrued and unpaid interest thereon,
interest accrued at the Default Rate (if any), Late Charges (if any), the Make
Whole Premium (if any), all loans and future advances made by Lender to
Borrower, and all other obligations and liabilities due or to become due to
Lender pursuant to the Loan Documents and all other amounts, sums and expenses
paid by or payable to Lender pursuant to the Loan Documents and the
Environmental Indemnity (collectively the "INDEBTEDNESS") until the Indebtedness
has been paid, but in any event, the unpaid balance (if any) remaining due on
the Note shall be due and payable on March 1, 2010, or such earlier date
resulting from the acceleration of the Indebtedness by Lender (the "MATURITY
DATE"). Capitalized terms used herein and not otherwise defined shall have those
meanings given to them in the other Loan Documents.

                                        1


       C.     NOW, THEREFORE, to secure the payment of the Indebtedness in
accordance with the terms and conditions of the Loan Documents, and all
extensions, modifications, and renewals thereof and the performance of the
covenants and agreements contained therein, and also to secure the payment of
any and all other Indebtedness, direct or contingent, that may now or hereafter
become owing from Borrower to Lender in connection with the Loan Documents, and
in consideration of the Loan Amount in hand paid, receipt of which is hereby
acknowledged, Borrower does by these presents grant, bargain, sell, assign and
convey unto Trustee, its successors and assigns forever, in trust with power of
sale that certain real estate located in the County of Bexar, State of Texas
more particularly described in EXHIBIT A attached hereto and made a part hereof
(the "LAND"), which Land, together with the following described property, rights
and interests, is collectively referred to herein as the "PREMISES".

       D.     Together with Borrower's interest as lessor in and to all Leases
and all Rents, which are pledged primarily and on a parity with the Land and not
secondarily.

       E.     Together with all and singular the tenements, hereditaments,
easements, appurtenances, passages, waters, water courses, riparian rights,
sewer rights, rights in trade names, licenses (to the extent assignable),
permits (to the extent assignable), and contracts and all other rights,
liberties and privileges of any kind or character in any way now or hereafter
appertaining to the Land, including but not limited to, homestead and any other
claim at law or in equity as well as any after-acquired title, franchise or
license and the reversion and reversions and remainder and remainders thereof.

       F.     Together with the right in the case of foreclosure hereunder of
the encumbered property for Lender to take and use the name by which the
buildings and all other improvements situated on the Premises are commonly known
and the right to manage and operate the said buildings under any such name and
variants thereof.

       G.     Together with any and all buildings and improvements of every kind
and description now or hereafter erected or placed on the said Land and all of
Borrower's right, title and interest in all materials intended for construction,
reconstruction, alteration and repairs of such buildings and improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Premises immediately upon the delivery thereof to the Premises, and
all fixtures now or hereafter owned by Borrower and attached to or contained in
and used in connection with the Premises including, but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture, furnishings, equipment and personal property owned
by Borrower used or useful in the operation of the Premises; and all renewals or
replacements of all of the aforesaid property owned by Borrower or articles in
substitution therefor, whether or not the same are or shall be attached to said
buildings or improvements in any manner (collectively, the "IMPROVEMENTS"); it
being mutually agreed, intended and declared that all the aforesaid property
owned by Borrower and placed by it on the Land or used in connection with the
operation or maintenance of the Premises shall, so far as permitted by law, be
deemed to form a part and parcel of the Land and for the purpose of this Deed of
Trust to be Land and covered by this Deed of Trust, and as to any of the
property aforesaid which does not form a part and parcel of the Land or does not
constitute a "fixture" (as such term is defined in the Uniform Commercial Code)
this Deed of Trust is hereby deemed to be, as well, a security

                                        2


agreement under the Uniform Commercial Code for the purpose of creating hereby a
security interest in such property which Borrower hereby grants to Lender as
secured party. Borrower authorizes Lender at any time until the Indebtedness is
paid in full, to prepare and file any and all Uniform Commercial Code financing
statements, amendments, assignments, terminations and the like, necessary to
create and/or maintain a prior security interest in such property all without
Borrower's execution of the same.

       H.     Together with all right, title and interest of Borrower, now or
hereafter acquired, in and to any and all strips and gores of land adjacent to
and used in connection with the Premises and all right, title and interest of
Borrower, now owned or hereafter acquired, in, to, over and under the ways,
streets, sidewalks and alleys adjoining the Premises.

       I.     Together with all funds now or hereafter held by Lender under any
escrow security agreement or under any of the terms hereof, including but not
limited to funds held under the provisions of paragraph 5 hereof, insurance
proceeds from all insurance policies required to be maintained by Borrower under
the Loan Documents (subject to the balance of the terms contained in this Deed
of Trust) and, subject to the provisions of paragraph 7 below, all awards,
decrees, proceeds, settlements or claims for damage now or hereafter made to or
for the benefit of Borrower by reason of any damage to destruction of or taking
of the Premises or any part thereof, whether the same shall be made by reason of
the exercise of the right of eminent domain or by condemnation or otherwise (a
"TAKING").

       J.     TO HAVE AND TO HOLD the same unto Trustee, Trustee's successors
and substitutes, upon the trusts, covenants and agreements herein expressed.

       K.     Borrower represents that has good and indefeasible fee simple
title to the portion of the Premises described as Tract 1 in Exhibit A, which
Premises are free and clear of any liens or encumbrances except as set out in
Exhibit B attached hereto, and except for taxes which are not yet due or
delinquent. Borrower shall forever warrant and defend the title to the Premises
against all claims and demands of all persons whomsoever and will on demand
execute any additional instrument which may be required to give Trustee a valid
first lien on all of the Premises, subject to the "PERMITTED ENCUMBRANCES" set
forth in Exhibit B.

       L.     Borrower further represents that (i) the Premises is not subject
to any casualty damage; (ii) except as otherwise disclosed to Lender with
respect to the Existing Condemnation Action (as defined in Paragraph 7),
Borrower has not received any written notice of any eminent domain or
condemnation proceeding affecting the Premises; and (iii) to the best of
Borrower's knowledge following due and diligent inquiry, there are no actions,
suits or proceedings pending, completed or threatened against or affecting
Borrower or any person or entity owning an interest (directly or indirectly) in
Borrower ("INTEREST OWNER(S)") or any property of Borrower or any Interest Owner
in any court or before any arbitrator of any kind or before or by any
governmental authority (whether local, state, federal or foreign) that,
individually or in the aggregate, could reasonably be expected by Lender to be
material to the transaction contemplated hereby.

       M.     Borrower further represents and warrants that as of the date
hereof and until the Indebtedness is paid in full: (i) Borrower is not and will
not be an "employee benefit plan" as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended

                                        3


("ERISA"), which is subject to Title I of ERISA; (ii) the assets of Borrower do
not and will not constitute "plan assets" of one or more such plans for purposes
of Title I of ERISA; (iii) Borrower is not and will not be a "governmental plan"
within the meaning of Section 3(32) of ERISA; (iv) transactions by or with
Borrower are not and will not be subject to state statutes applicable to
Borrower regulating investments of and fiduciary obligations with respect to
governmental plans; (v) Borrower has made and will continue to make all required
contributions to all employee benefit plans, if any, established for or on
behalf of Borrower or to which Borrower is required to contribute; (vi) Borrower
has and will continue to administer each such plan, if any, in accordance with
its terms and the applicable provisions of ERISA and any other federal or state
law; and (vii) Borrower has not and will not permit any liability under Sections
4201, 4243, 4062 or 4069 of Title IV of ERISA or taxes or penalties relating to
any employee benefit plan or multi-employer plan to become delinquent or
assessed, respectively, which would have a material adverse effect upon (i) the
business or the financial position or results of operation of Borrower, (ii) the
ability of Borrower to perform, or of Lender to enforce, any of the Loan
Documents or Environmental Indemnity or (iii) the value of the Premises.

       BORROWER COVENANTS AND AGREES AS FOLLOWS:

       1.     Borrower shall:

              (a)    pay each item of Indebtedness secured by this Deed of Trust
                     when due according to the terms of the Loan Documents;

              (b)    pay a Late Charge on any payment of principal, interest,
                     Make Whole Premium or Indebtedness which is not paid on or
                     before the due date thereof to cover the expense involved
                     in handling such late payment according to the terms of the
                     Loan Documents;

              (c)    pay on or before the due date thereof any indebtedness
                     permitted to be incurred by Borrower pursuant to the Loan
                     Documents and any other claims which could become a lien on
                     the Premises (unless otherwise specifically addressed in
                     paragraph 1(e) hereof), and upon request of Lender exhibit
                     satisfactory evidence of the discharge thereof;

              (d)    complete within a reasonable time, the construction of any
                     Improvements now or at any time in process of construction
                     upon the Land which are required to be performed by
                     Borrower;

              (e)    manage, operate and maintain the Premises and keep the
                     Premises, including but not limited to, the Improvements,
                     in good condition and repair and free from mechanics' liens
                     or other liens or claims for liens, provided however, that
                     Borrower may in good faith, with reasonable diligence and
                     upon written Notice to Lender within twenty (20) days after
                     Borrower has knowledge of such lien or claim, contest the
                     validity or amount of any such lien or claim and defer
                     payment and discharge thereof during the pendency of such
                     contest in the manner provided by law,

                                        4


                     provided that (i) such contest may be made without the
                     payment thereof; (ii) such contest shall prevent the sale
                     or forfeiture of the Premises or any part thereof, or any
                     interest therein, to satisfy such lien or claim; (iii)
                     Borrower shall have obtained a bond over such lien or claim
                     from a bonding company acceptable to Lender which has the
                     effect of removing such lien or collection of the claim or
                     lien so contested; and (iv) Borrower shall pay all costs
                     and expenses incidental to such contest; and further
                     provided, that in the event of a final, non-appealable
                     ruling or adjudication adverse to Borrower and provided the
                     court of jurisdiction has not granted a stay of the
                     enforcement of the ruling or judgment, Borrower shall
                     promptly pay such claim or lien, shall indemnify and hold
                     Lender and the Premises harmless from any loss for damage
                     arising from such contest and shall take whatever action
                     necessary to prevent sale, forfeiture or any other loss or
                     damage to the Premises or to the Lender;

              (f)    comply, and cause each lessee or other user of the Premises
                     to comply, with all requirements of law and ordinance, and
                     all rules and regulations, now or hereafter enacted, by
                     authorities having jurisdiction of the Premises and the use
                     thereof, including but not limited to all covenants,
                     conditions and restrictions of record pertaining to the
                     Premises, the Improvements, and the use thereof
                     (collectively, "LEGAL REQUIREMENTS");

              (g)    subject to the provisions of paragraph 6 hereof, promptly
                     repair, restore or rebuild any Improvements now or
                     hereafter a part of the Premises which may become damaged
                     or be destroyed by any cause whatsoever, so that upon
                     completion of the repair, restoration and rebuilding of
                     such Improvements, there will be no liens of any nature
                     arising out of the construction and the Premises will be of
                     substantially the same character and quality as it was
                     prior to the damage or destruction;

              (h)    if other than a natural person, do all things necessary to
                     preserve and keep in full force and effect its existence,
                     franchises, rights and privileges under the laws of the
                     state of its formation and, if other than its state of
                     formation, the state where the Premises is located.
                     Borrower shall notify Lender at least thirty (30) days
                     prior to (i) any relocation of Borrower's principal place
                     of business to a different state or any change in
                     Borrower's state of formation, and/or (ii) if Borrower is
                     an individual, any relocation of Borrower's principal
                     residence to a different state;

              (i)    do all things necessary to preserve and keep in full force
                     and effect Lender's title insurance coverage insuring the
                     lien of this Deed of Trust as a first and prior lien,
                     subject only to the Permitted Encumbrances stated in
                     Exhibit B and any other exceptions after the date of this
                     Deed of Trust approved in writing by Lender, including
                     without limitation, delivering to Lender not less than 30
                     days prior to the effective date of any rate adjustment,
                     modification or extension of the Note or any other Loan
                     Document, any new policy or endorsement which may be
                     reasonably required to assure Lender of such continuing
                     coverage;

                                        5


              (j)    execute any and all documents which may be required to
                     perfect the security interest granted by this Deed of
                     Trust;

              (k)    remain a Single Purpose Entity (hereinafter defined); and

              (l)    comply with the terms and conditions more particularly
                     described in Paragraph 49 hereof relating to the replatting
                     of the Land and the release of the PT Outparcel
                     (hereinafter defined) on or before the date which is 120
                     days from the date hereof.

       2.     Borrower shall not:

              (a)    except as required by applicable Legal Requirements,
                     construct any building or structure nor make any alteration
                     or addition (other than normal repair and maintenance) to
                     (i) the roof or any structural component of any
                     Improvements on the Premises, or (ii) the building
                     operating systems, including but not limited to, the
                     mechanical, electrical, heating, cooling, or ventilation
                     systems (other than replacement with equal or better
                     quality and capacity), without the prior written consent of
                     Lender not to be unreasonably withheld;

              (b)    remove or demolish any material Improvements, or any
                     portion thereof, which at any time constitutes a part of
                     the Premises. Notwithstanding anything hereinabove to the
                     contrary, Borrower may construct, remove or demolish tenant
                     improvements within the then existing buildings(s) or other
                     structures to the extent such work is required solely under
                     the terms of any Leases approved by Lender provided (i) no
                     Event of Default exists under the Loan Documents; (ii) the
                     work is completed on a timely basis, in a good,
                     workmanlike, lien free manner and in accordance with all
                     Legal Requirements, and (iii) such work does not negatively
                     affect the structural integrity of the Improvements or the
                     value of the Premises;

              (c)    cause or permit any change to be made in the general use of
                     the Premises without Lender's prior written consent;

              (d)    initiate any or acquiesce to a zoning reclassification or
                     material change in zoning without Lender's prior written
                     consent. Borrower shall use all reasonable efforts to
                     contest any such zoning reclassification or change;

              (e)    make or permit any use of the Premises that could with the
                     passage of time result in the creation of any right of use,
                     or any claim of adverse possession or easement on, to or
                     against any part of the Premises in favor of any person or
                     entity or the public;

              (f)    allow any of the following to occur (unless a Permitted
                     Transfer):

                     (i)    a Transfer of all or any portion of the Premises or
                            any interest in the Premises;

                                        6


                     (ii)   a Transfer of any ownership interest in Borrower or
                            any entity which owns, directly or indirectly, an
                            interest in Borrower at any level of the ownership
                            structure; or

                     (iii)  in addition to (i) and (ii) above, if the Borrower
                            is a trust, or if a trust owns an interest, directly
                            or indirectly, in any entity which owns an interest
                            in Borrower at any level of the ownership structure,
                            the addition, deletion or substitution of a trustee
                            of such trust.

                     If any of such events occur, it shall be null and void and
                     shall constitute an Event of Default under the Loan
                     Documents.

                     It is understood and agreed that the Indebtedness evidenced
                     by the Note is personal to Borrower and in accepting the
                     same Lender has relied upon what it perceived as the
                     willingness and ability of Borrower to perform its
                     obligations under the Loan Documents and the Environmental
                     Indemnity and as lessor under the Leases of the Premises.
                     Furthermore, Lender may consent to a Transfer and expressly
                     waive Borrower's covenants contained in this paragraph
                     2(f), in writing to Borrower; however any such consent and
                     waiver shall not constitute any consent or waiver of such
                     covenants as to any Transfer other than that for which the
                     consent and waiver was expressly granted. Furthermore,
                     Lender's willingness to consent to any Transfer and waive
                     Borrower's covenants contained in this paragraph 2(f),
                     implies no standard of reasonableness in determining
                     whether or not such consent shall be granted and the same
                     may be based upon what Lender solely deems to be in its
                     best interest.

                     For purposes of the Loan Documents, the following terms
                     shall have the respective meanings set forth below:

                     "TRANSFER" or "TRANSFERRED" shall mean with respect to the
                     Premises, an interest in the Premises, or an ownership
                     interest or interest therein:

                     (i)    a sale, assignment, transfer, conveyance or other
                            disposition (whether voluntary, involuntary or by
                            operation of law);
                     (ii)   the creation, sufferance or granting of any lien,
                            encumbrance, security interest or collateral
                            assignment (whether voluntarily, involuntarily or by
                            operation of law), other than the lien hereof, the
                            leases of the Premises assigned to Lender, the
                            Permitted Encumbrances, the granting of a lien on a
                            tenant's interest under any Lease in accordance with
                            the terms specifically set forth therein, and those
                            liens which Borrower is contesting in accordance
                            with the provisions of paragraph 1(e);
                     (iii)  the issuance or other creation of ownership
                            interests in an entity;
                     (iv)   the reconstitution or conversion from one entity to
                            another type of entity;

                                        7


                     (v)    a merger, consolidation, reorganization or any other
                            business combination; or
                     (vi)   a conversion to or operation of all or any portion
                            of the Premises as a cooperative or condominium form
                            of ownership.

                     "PERMITTED TRANSFER" shall mean:

                     (i)    a minor (as determined by Lender) conveyance of an
                            interest in the Premises by Borrower, such as a
                            utility easement, and for which Lender has given its
                            prior written consent and imposed such conditions as
                            Lender deems advisable and appropriate;
                     (ii)   a sale, assignment, transfer or conveyance of all or
                            any portion of the Premises or an interest in the
                            Premises for which Borrower has complied with all of
                            the Property Transfer Requirements; or
                     (iii)  any of the following Transfers for which Borrower
                            has complied with all of the Ownership Transfer
                            Requirements as applicable and Lender has given its
                            prior written consent (and in connection with such
                            consent, Lender may impose any conditions it wishes
                            in its sole discretion):
                            (A)    a sale, assignment, transfer, or conveyance
                                   of an ownership interest or interest therein;
                            (B)    the issuance or other creation of ownership
                                   interests in an entity;
                            (C)    a reconstitution or conversion from one
                                   entity to another type of entity;
                            (D)    a merger, consolidation, reorganization or
                                   any other business combination;
                     (iv)   with at least thirty (30) days advance written
                            notice, transfers of ownership interests in Borrower
                            and entities owning interests in Borrower between
                            Inland Western Retail Real Estate Trust, Inc., a
                            Maryland corporation ("IWRRET"), and its wholly
                            owned affiliates for which Borrower has complied
                            with all of the Specific Transfer Requirements - 1;
                     (v)    with at least thirty (30) days advance written
                            notice, transfers of ownership interests in Borrower
                            and/or shares in entities owning interests in
                            Borrower to Qualified New Partners or Qualified New
                            Members (as the case may be) (hereinafter
                            defined), for which Borrower has complied with all
                            of the Specific Transfer Requirements - 2 (for
                            purposes of this Permitted Transfer, a "Qualified
                            New Partner" or a Qualified New Member" shall be
                            defined as an institutional investor or fund managed
                            by an institutional investor having assets of
                            $100,000,000 or more);
                     (vi)   with at least thirty (30) days advance written
                            notice, transfers of direct or indirect ownership
                            interests in Borrower and entities owning interests
                            in Borrower and IWRRET, and its wholly owned
                            affiliates to a Qualified Successor (hereinafter
                            defined) and/or its wholly owned affiliates for
                            which Borrower has complied with all of the Specific
                            Transfer Requirements - 3 (for purposes of this

                                        8


                            Permitted Transfer, a "Qualified Successor" shall be
                            defined as an entity with a tangible net worth of
                            $200,000,000 or more; a debt to equity ratio of 1.5
                            or less; and management personnel experienced in the
                            ownership and management of retail properties
                            similar to the Premises); or
                     (vii)  transfers of ownership interests in IWRRET.

                     "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

                     1.     Prior review and approval of the proposed purchaser
                            or other transferee and the subject transaction by
                            Lender, at Lender's sole discretion. Review of the
                            proposed purchaser or other transferee and the
                            subject transaction shall encompass various factors,
                            including, but not limited to, the proposed
                            purchaser's or other transferee's creditworthiness,
                            financial strength, and real estate management and
                            leasing expertise as well as the proposed
                            transaction's effect on the Premises, the Borrower,
                            and other security for the Loan;

                     2.     Payment to Lender of an assumption fee equal to the
                            greater of: (a) one half of one percent (0.5%) of
                            the principal balance of the Note; or (b)
                            $15,000.00; provided, however, that Lender will
                            require $15,000.00 of such fee to be paid at the
                            beginning of Lender' s review process, and such sum
                            shall be nonrefundable and earned upon receipt by
                            Lender whether or not the transaction is ultimately
                            completed or Lender ultimately approves the proposed
                            purchaser or other transferee:,

                     3.     Receipt, at Borrower's expense, of a new standard
                            loan policy in a form approved by the insurance
                            commissioner of the state of Texas in the full
                            amount of the Loan, in form and by an issuer
                            satisfactory to Lender, and which insures this Deed
                            of Trust to be a first and prior lien subject only
                            to those exceptions which were previously approved
                            by Lender and provides coverage against usury and
                            mechanic's liens. If usury coverage is not
                            available, Borrower shall provide, at Borrower's
                            expense, a usury opinion letter in form and
                            substance and from counsel acceptable to Lender;

                     4.     Receipt by Lender of copies of all relevant
                            information and documentation relating to or
                            required by Lender in connection with the proposed
                            transfer including but not limited to (a) the
                            organizational documents of the proposed transferee
                            and an opinion of counsel satisfactory to Lender as
                            to its due formation, valid existence and authority
                            to enter into and carry out the proposed transaction
                            as well as the proposed transferee's compliance with
                            its status as a Single Purpose Entity; (b) the deeds

                                        9


                            or other instruments of transfer and documents
                            relating to the assignment and assumption of Leases;
                            (c) evidence of compliance with the insurance
                            requirements contained in the Loan Documents; and
                            (d) compliance with such other closing requirements
                            as are customarily imposed by Lender in connection
                            with such transactions;

                     5.     Execution, delivery, acknowledgment and recordation,
                            as applicable, of new, revised and/or replacement
                            assumption agreements, loan modification agreements,
                            indemnification agreements, escrow security or
                            property reserves agreements, security instruments,
                            financing statements, UCCs, new or revised letters
                            of credit and/or guarantees in form and substance
                            satisfactory to Lender;

                     6.     Payment of outside counsel fees and costs, other
                            applicable professional's fees and costs, taxes,
                            recording fees and the like, and any other fees and
                            costs incurred;

                     7.     Receipt by Lender of 60 days advance written notice
                            of the proposed Transfer in question;

                     8.     Receipt by Lender of a waiver from any tenant having
                            a right or option to purchase the Premises or any
                            portion thereof, waiving such right or option in
                            form and substance acceptable to Lender; and

                     9.     At Lender's option, and if required by the
                            procedures promulgated by any rating agency(ies)
                            associated with a securitization transaction with
                            respect to the Loan, receipt by Lender of written
                            evidence from such agency(ies) to the effect that
                            the proposed transfer will not result in a
                            re-qualification, reduction or withdrawal of any
                            rating in effect immediately prior to such transfer
                            issued in connection with the securitization
                            transaction.

                     "OWNERSHIP TRANSFER REQUIREMENTS" are all of the Property
                     Transfer Requirements which Lender deems appropriate in its
                     discretion, as well as a reasonable processing fee to be
                     determined by Lender; provided, however, that (i) with
                     respect to item 2 of the Property Transfer Requirements,
                     the 0.5% component of the fee shall be prorated (subject,
                     however, to the $15,000 minimum) based on Lender's
                     calculation of the effective percentage interest in
                     Borrower transferred, and (ii) item 3 of the Property
                     Transfer Requirements shall be required, at Lender's
                     discretion, only in the event of (A) a merger,
                     consolidation, reorganization or any other business
                     combination or (B) a reconstitution or conversion from one
                     entity to another type of entity.

                                       10


                     "SPECIFIC TRANSFER REQUIREMENTS - 1" are all of the
                     following which Borrower agrees to provide to Lender prior
                     to each proposed transfer: (i) a transfer fee of $2,000.00;
                     (ii) all relevant documentation and information related to
                     the organization, authority, and validity of the proposed
                     ownership interest purchaser, transferee and the
                     transaction in general; (iii) all documents and instruments
                     of conveyance, transfer and assignment; (iv) at Lender's
                     discretion, a reaffirmation of the obligations of the
                     Guarantor(s) under the Guaranty; and (v) evidence of
                     payment of all outside counsel fees, professional fees,
                     title insurance fees, if any, and any and all other fees,
                     costs and expenses related to the proposed transfer
                     (provided that no assumption or transfer fee other than the
                     $2,000 fee stated in (i) above shall be required).

                     "SPECIFIC TRANSFER REQUIREMENTS - 2" are all of the
                     following which Borrower agrees to provide to Lender prior
                     to each proposed transfer: IWRRET or a wholly owned
                     affiliate thereof (i) remains the sole general partner of
                     the Borrower, (ii) (a) retains 51% or more of the ownership
                     interest in the Borrower, or (b) retains ownership of 20%
                     to 50% of the ownership interest in the Borrower subject to
                     Lender's review and approval in each instance of the
                     proposed transferee and the subject transaction; Lender's
                     review of the proposed transferee and the subject
                     transaction shall encompass various factors, including but
                     not limited to, transferee's creditworthiness, financial
                     strength, and real estate management expertise, as well as
                     the proposed transaction's effect on the Premises, Borrower
                     and the other security for the Loan, and (iii) otherwise
                     retains operational and management control of Borrower as
                     determined by Lender, and further provided Borrower
                     provides Lender each of the following items prior to each
                     proposed transfer: (a) a transfer fee equal to the greater
                     of $5,000.00 or the product of the percentage ownership
                     interest in Borrower to be transferred multiplied by one
                     percent (1%)of the outstanding principal balance of the
                     Loan; (b) all relevant documentation and information
                     related to the organization, authority, and validity of the
                     proposed ownership interest purchaser, transferee and the
                     transaction in general; (c) all documents and instruments
                     of conveyance, transfer and assignment; (d) a reaffirmation
                     of the obligations of the Guarantor(s) under the Guaranty;
                     and (e) evidence of payment of all outside counsel fees,
                     professional fees, title insurance fees and any and all
                     other fees, costs and expenses related to the proposed
                     transfer (provided that no assumption or transfer fee other
                     than the $5,000.00 fee stated in (a) above shall be
                     required).

                     "SPECIFIC TRANSFER REQUIREMENTS - 3" are all of the
                     following which Borrower agrees to provide to Lender prior
                     to each proposed transfer: (i) said transfers are made to
                     accommodate either the merger of IWRRET with the Qualified
                     Successor or the sale of a majority of IWRRET's assets to
                     the Qualified Successor; (ii) the Qualified Successor
                     retains direct or indirect ownership of 51% or more of the
                     ownership interests in the Borrower; (iii) the Qualified
                     Successor or its wholly owned affiliate

                                       11


                     remains the sole general partner of Borrower; and (iv) the
                     Qualified Successor otherwise retains operational and
                     management control of Borrower as determined by Lender, and
                     further provided, Borrower provides Lender with each of the
                     following items prior to the proposed transfer: (a) a
                     transfer fee of $10,000.00;(b) all relevant documentation
                     and information related to the organization, authority, and
                     validity of the proposed ownership interest purchaser,
                     transferee and the transaction in general; (c) all
                     documents and instruments of conveyance, transfer and
                     assignment; (d) a reaffirmation of the obligations of the
                     Guarantor(s) under the Guaranty or assumption thereof by an
                     individual(s) or entity(ies) acceptable to Lender in its
                     sole discretion; and (e) evidence of payment of all outside
                     counsel fees, professional fees, title insurance fees and
                     any and all other fees, costs and expenses related to the
                     proposed transfer (provided that no assumption or transfer
                     fee other than the $10,000.00 fee stated in (a) above shall
                     be required).

       3.     (a)    Borrower shall pay or cause to be paid when due and before
                     any penalty attaches or interest accrues all general taxes,
                     special taxes, assessments (including assessments for
                     benefits from public works or improvements whenever begun
                     or completed), utility charges, water charges, sewer
                     service charges, common area maintenance charges, if any,
                     vault or space charges and all other like charges against
                     or affecting the Premises or against any property or
                     equipment located on the Premises, or which might become a
                     lien on the Premises, and shall, within 10 days following
                     Lender's request, furnish to Lender a duplicate receipt of
                     such payment. If any such tax, assessment or charge may
                     legally be paid in installments, Borrower may, at its
                     option, pay such tax, assessment or charge in installments.

              (b)    If Borrower desires to contest any tax, assessment or
                     charge relating to the Premises, Borrower may do so by
                     paying the same in full, under protest, in the manner
                     provided by law; provided, however, that

                     (i)    if contest of any tax, assessment or charge may be
                            made without the payment thereof, and

                     (ii)   such contest shall have the effect of preventing the
                            collection of the tax, assessment or charge so
                            contested and the sale or forfeiture of the Premises
                            or any part thereof or any interest therein to
                            satisfy the same,

                     then Borrower may in its discretion and upon the giving of
                     written notice to Lender of its intended action and upon
                     the furnishing to Lender of such security or bond as Lender
                     may require, contest any such tax, assessment or charge in
                     good faith and in the manner provided by law. All costs and
                     expenses incidental to such contest shall be paid by
                     Borrower. In the event of a ruling or adjudication adverse
                     to Borrower, Borrower shall promptly pay such tax,
                     assessment or charge. Borrower shall indemnify

                                       12


                     and save harmless the Lender and the Premises from any loss
                     or damage arising from any such contest and shall, if
                     necessary to prevent sale, forfeiture or any other loss or
                     damage to the Premises or to Lender, pay such tax,
                     assessment or charge or take whatever action is necessary
                     to prevent any sale, forfeiture or loss.

       4.     (a)    Borrower shall at all times keep or cause to be kept in
                     force (i) property insurance insuring all Improvements
                     which now are or hereafter become a part of the Premises
                     for perils covered by a causes of loss-special form
                     insurance policy, including coverage against terrorism
                     containing both replacement cost and agreed amount
                     endorsements or equivalent coverage; (ii) commercial
                     general liability insurance naming Lender as an additional
                     insured protecting Borrower and Lender against liability
                     for bodily injury or property damage occurring in, on or
                     adjacent to the Premises in commercially reasonable
                     amounts; (iii) boiler and machinery insurance if the
                     property has a boiler or is an office building; (iv) rental
                     value insurance for the perils specified herein for one
                     hundred percent (100%) of the Rents (including operating
                     expenses, real estate taxes, assessments and insurance
                     costs which are lessee's liability) for a period of twelve
                     (12) months; (v) builders risk insurance during all periods
                     of construction; and (vi) insurance against all other
                     hazards as may be reasonably required by Lender, including,
                     without limitation, insurance against loss or damage by
                     flood. Notwithstanding anything herein above to the
                     contrary, if neither: (i) property insurance without an
                     exclusion for terrorism, terrorist acts or similar perils
                     ("Terrorism") nor; (ii) a separate policy insuring
                     specifically against Terrorism is available at a cost which
                     is in Lender's opinion is commercially reasonable, taking
                     into consideration, among other things: (a) how properties
                     similar in type, size, quality and location are insured
                     with respect to Terrorism; and (b) the amount of coverage,
                     premium and deductible applicable to such insurance, then
                     Lender agrees to waive the requirement to provide insurance
                     covering Terrorism until such coverage again becomes
                     available at a cost, which in Lender's opinion is
                     commercially reasonable.

              (b)    All insurance (including deductibles and exclusions) shall
                     be in form, content and amounts approved by Lender and
                     written by an insurance company or companies approved by
                     Lender and rated A-, class size VIII or better in the most
                     current issue of Best's Insurance Reports and which is
                     licensed to do business in the state in which the Premises
                     are located or a governmental agency or instrumentality
                     approved by Lender. The policies for such insurance shall
                     have attached thereto standard mortgagee clauses in favor
                     of and permitting Lender to collect any and all proceeds
                     payable thereunder and shall include a 30 day (except for
                     nonpayment of premium, in which case, a 10 day) notice of
                     cancellation clause in favor of Lender. All certificates of
                     insurance (or policies if requested by Lender) shall be
                     delivered to and held by Lender as further security for the
                     payment of the Note and any other obligations arising under
                     the Loan Documents, with evidence of renewal coverage
                     delivered to Lender at

                                       13


                     least 15 days before the expiration date of any policy.
                     Borrower shall not carry or permit to be carried separate
                     insurance, concurrent in kind or form and contributing in
                     the event of loss, with any insurance required in the Loan
                     Documents.

       5.     (a)    Upon the occurrence of an Event of Default and upon request
                     of Lender, Borrower shall deposit with and pay to Lender,
                     on the Closing Date and/or on each payment date specified
                     in the Note, sums calculated by Lender for payment of the
                     following as they become due and payable: (i) the estimated
                     taxes and assessments assessed or levied against the
                     Premises, and (ii) the estimated premiums for insurance
                     required by the Loan Documents, excluding commercial
                     general liability insurance. Lender shall use such deposits
                     to pay the taxes, assessments and premiums when the same
                     become due. Borrower shall procure and deliver to Lender,
                     in advance, statements for such charges. If the total
                     payments made by Borrower under this paragraph exceed the
                     amount of payments actually made by Lender for taxes,
                     assessments and insurance premiums, such excess shall be
                     credited by Lender on subsequent deposits to be made by
                     Borrower. If, however, the deposits are insufficient to pay
                     the taxes, assessments and insurance premiums when the same
                     shall be due and payable, Borrower will pay to Lender any
                     amount necessary to make up the deficiency, five (5)
                     business days before the date when payment of such taxes,
                     assessments and insurance premiums shall be due. If at any
                     time Borrower shall tender to Lender, in accordance with
                     the provisions of the Note secured by this Deed of Trust,
                     full payment of the entire Indebtedness represented
                     thereby, Lender shall, in computing the amount of such
                     Indebtedness, credit to the account of Borrower any balance
                     remaining in the funds accumulated and held by Lender under
                     the provisions of this paragraph. If there is an Event of
                     Default resulting in a public sale of the Premises, or if
                     Lender otherwise acquires the Premises after an Event of
                     Default, Lender shall apply, at the time of commencement of
                     such proceedings, or at the time the Premises is otherwise
                     acquired, the balance then remaining in the funds
                     accumulated under this paragraph as a credit toward any
                     delinquent or accrued taxes and then in such priority as
                     Lender elects to the other Indebtedness.

              (b)    Any funds held under this paragraph shall not constitute
                     any deposit or account of the Borrower or moneys to which
                     the Borrower is entitled upon demand, or upon the mere
                     passage of time, or sums to which Borrower is entitled to
                     any interest or crediting of interest by virtue of Lender's
                     mere possession of such deposits. Lender shall not be
                     required to segregate such deposits and may hold such
                     deposits in its general account or any other account and
                     may commingle such deposits with any other moneys of Lender
                     or moneys which Lender is holding on behalf of any other
                     person or entity.

       6.     In the event of any damage to or destruction of the Premises, or
              any part thereof:

                                       14


              (a)    Borrower will immediately notify Lender thereof in the
                     manner provided in this Deed of Trust for the giving of
                     notices. Lender shall have the right (which may be waived
                     by Lender in writing) to settle and adjust any claim under
                     such insurance policies required to be maintained by
                     Borrower. In all circumstances, the proceeds thereof shall
                     be paid to Lender and Lender is authorized to collect and
                     to give receipts therefor. Borrower agrees and acknowledges
                     that such proceeds shall be held by Lender without any
                     allowance of interest and that in any bankruptcy proceeding
                     of Borrower, all such proceeds shall be deemed to be "Cash
                     Collateral" as that term is defined in Section 363 of the
                     Bankruptcy Code. Provided that no Event of Default exists,
                     Borrower shall have the right to participate in any
                     settlement or adjustment; provided, however, that any
                     settlement or adjustment shall be subject to the written
                     approval of Lender, not to be unreasonably withheld.

              (b)    Such proceeds, after deducting therefrom any reasonable
                     expenses incurred by Lender in the collection thereof
                     (including but not limited to reasonable attorneys' fees
                     and costs), shall be applied by Lender to pay the
                     Indebtedness secured hereby including, but not limited to
                     the Make Whole Premium, whether or not then due and
                     payable, provided, however, that if no Event of Default
                     exists at the time of such application, no Make Whole
                     Premium shall be due.

                     Notwithstanding anything hereinabove to the contrary,

                     (i)    in the event the casualty occurs more than six (6)
                            months prior to the Maturity Date and no Event of
                            Default exists, Lender shall apply such proceeds as
                            outlined below; provided, further, that Lender's
                            rights in this subparagraph are subject to
                            Borrower's rights to use such proceeds for
                            rebuilding and restoring the buildings and
                            improvements as may be required or permitted by law
                            in effect at the time of the loss.

                            (A)    If the aggregate amount of such proceeds is
                                   less than $250,000, Lender shall pay such
                                   proceeds directly to Borrower, to be held in
                                   trust for Lender and applied to the cost of
                                   rebuilding and restoring the Premises.

                            (B)    If the aggregate amount of such proceeds
                                   equals or exceeds $250,000 Lender shall
                                   disburse such amounts of the proceeds as
                                   Lender reasonably deems necessary for the
                                   repair or replacement of the Premises,
                                   subject to the conditions set forth in
                                   paragraph 6(c) below.

                     (ii)   in the event (x) an Event of Default exists, or (y)
                            the casualty occurs during the last six (6) months
                            prior to the Maturity Date and Lender determines
                            that the repair and restoration of such casualty
                            cannot be completed prior to the Maturity Date, or
                            (z) the

                                       15


                            conditions set forth in paragraph 6(c) are not met,
                            then Lender, in its sole and absolute discretion may
                            either:

                            (A)    declare the entire Indebtedness to be
                                   immediately due and payable, provided,
                                   however, that if no Event of Default exists,
                                   no Make Whole Premium shall be due. All
                                   proceeds shall be applied toward payment of
                                   the Indebtedness in such priority as Lender
                                   elects; or

                            (B)    disburse such proceeds as Lender reasonably
                                   deems necessary for the repair or replacement
                                   of the Premises subject to those conditions
                                   set forth in paragraph 6(c) which Lender in
                                   its sole and absolute discretion may require.

              (c)    (i)    In the event that Borrower is to be reimbursed out
                            of the insurance proceeds or out of any award or
                            payment received with respect to a Taking, Lender
                            shall from time to time make available such
                            proceeds, subject to the following conditions: (a)
                            there continues to exist no Event of Default; (b)
                            the delivery to Lender of satisfactory evidence of
                            the estimated cost of completion of such repair and
                            restoration work and any architect's certificates,
                            waivers of lien, contractor's sworn statements, and
                            other evidence of cost and of payment and of the
                            continued priority of the lien hereof over any
                            potential liens of mechanics and materialmen
                            (including, without limitation, title policy
                            endorsements) as Lender may reasonably require and
                            approve; (c) the time required to complete the
                            repair and restoration work and for the income from
                            the Premises to return to the level it was prior to
                            the loss will not exceed the coverage period of the
                            rental value insurance required hereunder; (d) the
                            annual net cash flow (annual net operating income
                            after deduction for tenant improvements, leasing
                            commissions, annual replacement reserves, and a
                            management fee) shall equal or exceed 1.5 times the
                            annual debt service on the Note. Only net operating
                            income from approved executed Leases in effect on
                            the Premises, having at least three (3) years
                            remaining prior to the expiration of their term,
                            with no uncured defaults, shall be used in Lender's
                            determination of the annual net cash flow; (e)
                            Lender approves the plans and specifications of such
                            work before such work is commenced if the estimated
                            cost of rebuilding and restoration exceeds 25% of
                            the Indebtedness or involves any structural changes
                            or modifications. If said plans and specifications
                            substantially comply with those previously approved
                            by Lender, Lender's approval shall not be
                            unreasonably withheld; (f) if the amount of any
                            insurance proceeds, award or other payment is
                            insufficient to cover the cost of restoring and
                            rebuilding the Premises, Borrower shall pay such
                            cost in excess of such proceeds, award or other
                            payment before being entitled to reimbursement out

                                       16


                            of such funds; (g) Borrower pays to Lender a
                            non-refundable processing fee equal to the greater
                            of $5,000.00 or .25% of the amount of such proceeds
                            within sixty (60) days of the occurrence of any such
                            damage or destruction and before Lender disburses
                            any proceeds; and (h) such other conditions to such
                            disbursements, in Lender's reasonable discretion, as
                            would be customarily required by a construction
                            lender doing business in the area where the Premises
                            is located or which are otherwise required by any
                            rating agency rating a securitization transaction
                            with respect to the Loan.

                     (ii)   No payment made by Lender prior to the final
                            completion of the repair or restoration work shall,
                            together with all payments theretofore made, exceed
                            90% of the cost of such work performed to the time
                            of payment, and at all times the undisbursed balance
                            of said proceeds shall be at least sufficient to pay
                            for the cost of completion of such work free and
                            clear of all liens. Any proceeds remaining after
                            payment of the cost of rebuilding and restoration
                            shall, at the option of Lender, either be (a)
                            applied in reduction of the Indebtedness secured
                            hereby, provided, however, that if no Event of
                            Default exists at the time of such application, no
                            Make Whole Premium shall be due, or (b) paid to
                            Borrower.

                     (iii)  Repair and restoration of the Premises shall be
                            commenced promptly after the occurrence of the loss
                            and shall be prosecuted to completion diligently,
                            and the Premises shall be so restored and rebuilt to
                            substantially the same character and quality as
                            prior to such damage and destruction and shall
                            comply with all Legal Requirements.

              (d)    Should such damage or destruction occur after foreclosure
                     or sale proceedings have been instituted, the proceeds of
                     any such insurance policy or policies, if not applied in
                     rebuilding or restoration of the Improvements, shall be
                     used to pay (i) the Indebtedness then due and owing in the
                     event of a non-judicial sale in such priority as Lender
                     elects, or (ii) the amount due in accordance with any
                     decree of foreclosure or deficiency judgment that may be
                     entered in connection with such proceedings, and the
                     balance, if any, shall be paid to the owner of the equity
                     of redemption if it shall then be entitled to the same, or
                     otherwise as any court having jurisdiction may direct.

       7.     In the event of the commencement of a Taking affecting the
              Premises:

              (a)    Borrower shall notify Lender thereof in the manner provided
                     in this Deed of Trust for the giving of notices. Lender may
                     participate in such proceeding, and Borrower shall deliver
                     to Lender all documents requested by it to permit such
                     participation.

                                       17


              (b)    Borrower shall cause the proceeds of any award or other
                     payment made relating to a Taking, to be paid directly to
                     Lender. Lender, in its sole and absolute discretion: (i)
                     may apply all such proceeds to pay the Indebtedness in such
                     priority as Lender elects, provided however, that if no
                     Event of Default exists at the time of such application no
                     Make Whole Premium shall be due; or (ii) subject to and in
                     accordance with the provisions set forth in paragraph 6(c)
                     above, may disburse such amounts of the proceeds as Lender
                     reasonably deems necessary for the repair or replacement of
                     the Premises.

              Notwithstanding anything herein above to the contrary, provided no
              Event of Default exists, Lender agrees to disburse the proceeds
              received from any Inconsequential Taking, as hereinafter defined,
              to Borrower for the repair and/or replacement of the Premises.
              An Inconsequential Taking shall be a Taking which (i) results in
              less than $250,000 in proceeds; (ii) does not, in Lender's
              determination, materially or adversely affect the Improvements,
              parking, access, ingress, egress or use of the Premises; and
              (iii) does not trigger any rights or options of tenants under the
              Leases.

              Borrower has advised Lender of the pending condemnation action
              Cause No.2002ED0053 affecting the Premises (the "Existing
              Condemnation Action"). Notwithstanding anything herein to the
              contrary, Lender agrees that the proceeds of any award or other
              payment made in connection with the Existing Condemnation Action
              shall be disbursed to Borrower and, to the extent requiring by the
              condemning authority, Lender agrees to execute a release of lien
              of this Deed of Trust covering the portion of the Premises
              affected by the Existing Condemnation Action within ten (10) days
              after receipt of a request therefor together with all
              documentation necessary for Lender to process such request.
              Borrower shall pay all outside counsel fees and costs, other
              applicable professional's fees and costs, taxes, recording fees
              and the like, and any other fees and costs incurred by Lender in
              connection with such release of lien.

       8.     If by the laws of the United States of America or of any state or
              governmental subdivision having jurisdiction over Borrower or of
              the Premises or of the Loan evidenced by the Loan Documents or any
              amendments or modifications thereof, any tax or fee is due or
              becomes due or is imposed upon Lender in respect of the issuance
              of the Note hereby secured or the making, recording and
              registration of this Deed of Trust or otherwise in connection with
              the Loan Documents, the Environmental Indemnity or the Loan,
              except for Lender's income or franchise tax, to the extent
              permitted by applicable law Borrower covenants and agrees to pay
              such tax or fee in the manner required by such law and to hold
              harmless and indemnify Trustee and Lender, their successors and
              assigns, against any liability incurred by reason of the
              imposition of any such tax or fee.

       9.     (a)    Upon the occurrence of any Event of Default, Lender may,
                     but need not, make any payment or perform any act herein
                     required of Borrower, in any form and manner deemed
                     expedient and may, but need not, make full or partial
                     payments of principal or interest on prior encumbrances, if
                     any, and

                                       18


                     purchase, discharge, compromise or settle any tax lien or
                     other prior lien or title or claim thereof, or redeem from
                     any tax sale or forfeiture affecting said Premises, or
                     contest any tax or assessment. All moneys paid for any of
                     the purposes herein authorized and all reasonable expenses
                     paid or incurred in connection therewith, including but not
                     limited to, reasonable attorneys' fees and costs and
                     reasonable attorneys' fees and costs on appeal, and any
                     other money advanced by Lender to protect the Premises and
                     the lien hereof, shall be so much additional Indebtedness
                     secured hereby and shall become immediately due and payable
                     without notice and with interest thereon at the Default
                     Rate from the date of expenditure or advance until paid.

              (b)    In making any payment hereby authorized relating to taxes
                     or assessments or for the purchase, discharge, compromise
                     or settlement of any prior lien, Lender may make such
                     payment according to any bill, statement or estimate
                     secured from the appropriate public office without inquiry
                     into the accuracy thereof or into the validity of any tax,
                     assessment, sale, forfeiture, tax lien or title or claim
                     thereof or without inquiry as to the validity or amount of
                     any claim for lien which may be asserted.

       10.    If one or more of the following events (herein called an "EVENT
              OF DEFAULT" or "EVENTS OF DEFAULT" as the context so requires)
              shall have occurred:

              (a)    failure to pay when due any principal, interest, Make Whole
                     Premium or other Indebtedness, utilities, taxes or
                     assessments or insurance premiums required pursuant to the
                     Loan Documents or the Environmental Indemnity, and such
                     failure shall have continued for 5 days as to payment of
                     any principal, interest or taxes or assessments, or
                     insurance premiums or for 5 days after written notice
                     specifying such default is given by Lender to Borrower as
                     to payment of any Make Whole Premium; or

              (b)    Borrower, Interest Owner or any guarantor voluntarily
                     brings or acquiesces to any of the following: (A) any
                     action for dissolution, act of dissolution or dissolution
                     or the like of Borrower, Interest Owner or any guarantor
                     under the Federal Bankruptcy Code as now or hereafter
                     constituted; (B) the filing of a petition or answer
                     proposing the adjudication of Borrower, Interest Owner or
                     any guarantor as a bankrupt or its reorganization or
                     arrangement, or any composition, readjustment,
                     liquidation, dissolution or similar relief with respect to
                     it pursuant to any present or future federal or state
                     bankruptcy or similar law; or (C) the appointment by order
                     of a court of competent jurisdiction of a receiver, trustee
                     or liquidator of the Premises or any part thereof or of
                     Borrower, Interest Owner or any guarantor or of
                     substantially all of the assets of Borrower, Interest Owner
                     or any guarantor; or

              (c)    one or more of the items set forth in paragraph 10(b) above
                     occur which were either not (i) voluntarily brought by
                     Borrower, Interest Owner or any guarantor or (ii)
                     acquiesced in by Borrower, Interest Owner or any

                                       19


                     guarantor, and which are not discharged or dismissed within
                     90 days after the action, filing or appointment, as the
                     case may be; or

                     With respect to the matters in (b) and (c) above for an
                     Interest Owner only, no Event of Default shall occur until
                     an interested party or Interest Owner asserts a claim or
                     right against Borrower or the Premises which delays or
                     otherwise affects Lender's rights, remedies, or interests
                     granted under the Loan Documents (whether or not such
                     assertion is successful).

              (d)    with respect to the matters not described in the other
                     subparagraphs of this paragraph 10, failure to duly observe
                     or perform any covenant, condition or agreement of the
                     Borrower or any guarantor contained in this Deed of Trust,
                     the Guaranty, the Note or the Assignment of Leases from
                     Borrower to Lender or in any other instrument or agreement
                     which evidences or secures the Loan (the "LOAN DOCUMENTS"),
                     or in the Environmental Indemnity and such failure shall
                     have continued for 30 days after Notice specifying such
                     failure is given by Lender to Borrower; or

                     If any failure to observe or perform under (d) above shall
                     be of such nature that it cannot be cured or remedied
                     within 30 days, Borrower shall be entitled to a reasonable
                     period of time to cure or remedy such failure (not to
                     exceed 90 days following the giving of Notice), provided
                     Borrower commences the cure or remedy thereof within the 30
                     day period following the giving of Notice and thereafter
                     proceeds with diligence, as determined by Lender, to
                     complete such cure or remedy.

              (e)    the failure of Borrower to duly observe or perform any of
                     the covenants, conditions and agreements of the Borrower
                     contained in paragraph 2(f) of this Deed of Trust; or

              (f)    any representation when made by or on behalf of Borrower,
                     Interest Owner or any guarantor regarding the Premises, the
                     making or delivery of any of the Loan Documents or the
                     Environmental Indemnity or in any material written
                     information provided by or on behalf of Borrower, Interest
                     Owner or any guarantor in connection with the Loan shall
                     prove to be untrue or inaccurate in any material respect;
                     or

              (g)    the failure of Borrower to give Notice to Lender within 90
                     days after the death of any individual who is personally
                     liable for any obligation under the Loan Documents or the
                     Environmental Indemnity, as Borrower, indemnitor or
                     guarantor, whether or not such individual had executed the
                     Note or this Deed of Trust; or

              (h)    subject to the provisions of paragraph 2(f), the failure of
                     Borrower to provide Lender with an assumption agreement in
                     form and substance and executed by a person(s) or
                     entity(ies) acceptable to Lender in its sole discretion to
                     assume the obligations of any deceased individual who is
                     personally liable for any obligation under the Loan
                     Documents or the

                                       20


                     Environmental Indemnity, as Borrower, indemnitor or
                     guarantor, whether or not such individual had executed the
                     Note or this Deed of Trust, and such failure shall have
                     continued for 90 days after the death of such individual;
                     or

              (i)    the failure of Borrower to remain a Single Purpose Entity;

              (j)    the failure of Borrower to comply with the requirements of
                     paragraph 49 hereof within 120 days from the date hereof
                     and such failure shall have continued for thirty (30) days
                     after written notice from Lender to Borrower;

              then, in each and every such case, the whole of said principal sum
              hereby secured shall, at the option of the Lender and without
              further notice to Borrower, become immediately due and payable
              together with accrued interest thereon, a Make Whole Premium
              calculated in accordance with the provisions of the Loan Documents
              and all other Indebtedness, and whether or not Lender has
              exercised said option, interest shall accrue on the entire
              principal balance and any interest or Make Whole Premium or other
              Indebtedness then due, at the Default Rate until fully paid or if
              Lender has not exercised said option, for the duration of any
              Event of Default. As used in this Deed of Trust, "SINGLE PURPOSE
              ENTITY" means a corporation, limited or general partnership,
              limited liability company, or business trust which, at all times
              until the Indebtedness is paid in full (i) will be organized
              solely for the purpose of owning the Premises, (ii) will not
              engage in any business unrelated to the ownership of the Premises,
              (iii) will not have any assets other than those related to the
              Premises, (iv) will not engage in, seek or consent to any
              dissolution, winding up, liquidation, consolidation or merger,
              and, except as otherwise expressly permitted by the Loan
              Documents, will not engage in, seek or consent to any asset sale,
              transfer of partnership, membership, shareholder, beneficial
              interests, or amendment of its limited partnership agreement,
              articles of incorporation, articles of organization, certificate
              of formation, operating agreement, trust agreement, or trust
              certificate (as applicable), (v) will not fail to correct any
              known misunderstanding regarding the separate identity of such
              Entity, (vi) without the unanimous consent of all of the partners,
              directors, members, beneficial owners and trustees, as applicable,
              will not with respect to itself or to any other Entity in which it
              has a direct or indirect legal or beneficial ownership interest
              (a) file a bankruptcy, insolvency or reorganization petition or
              otherwise institute insolvency proceedings or otherwise seek any
              relief under any laws relating to the relief from debts or the
              protection of debtors generally; (b) seek or consent to the
              appointment of a receiver, liquidator, assignee, trustee,
              sequestrator, custodian or any similar official for such Entity or
              all or any portion of such Entity's properties; (c) make any
              assignment for the benefit of such Entity's creditors; or (d) take
              any action that might cause such Entity to become insolvent, (vii)
              will maintain its accounts, books and records separate from any
              other person or Entity, (viii) will maintain its books, records,
              resolutions and agreements as official records, (ix) has not
              commingled and will not commingle its funds or assets with those
              of any other person or Entity, (x) has held and will hold its
              assets in its own name, (xi) will conduct its business in its
              name, (xii) will

                                       21


              maintain its financial statements, accounting records and other
              Entity documents separate from any other person or Entity, (xiii)
              will pay its own liabilities out of its own funds and assets,
              (xiv) will observe all corporate, limited liability company and
              partnership formalities, as applicable, (xv) has maintained and
              will maintain an arms-length relationship with its Affiliates,
              (xvi) if such Entity owns the Premises, will have no indebtedness
              other than the Indebtedness and commercially reasonable unsecured
              trade payables in the ordinary course of business relating to the
              ownership and operation of the Premises which are paid within
              sixty (60) days of the date incurred, (xvii) will not assume or
              guarantee or become obligated for the debts of any other person or
              Entity or hold out its credit as being available to satisfy the
              obligations of any other person or Entity, except for the
              Indebtedness, (xviii) will not acquire obligations or securities
              of its partners, members, trustees, beneficial owners or
              shareholders, (xix) will allocate fairly and reasonably shared
              expenses, including, without limitation, shared office space and
              uses separate stationery, invoices and checks, (xx) will not
              pledge its assets for the benefit of any other person or Entity,
              (xxi) will hold itself out and identify itself as a separate and
              distinct Entity under its own name and not as a division or part
              of any other person or Entity, (xxii) will not make loans to any
              person or Entity, (xxiii) will not identify its partners, members,
              shareholders, trustees, beneficiaries or any Affiliates of any of
              them as a division or part of it, (xxiv) will not enter into or be
              a party to, any transaction with its partners, members,
              shareholders, beneficiaries, trustees or its Affiliates except in
              the ordinary course of its business and on terms which are
              intrinsically fair and are no less favorable to it than would be
              obtained in a comparable arms-length transaction with an unrelated
              third party, (xxv) will pay the salaries of its own employees from
              its own funds, (xxvi) will maintain adequate capital in light of
              its contemplated business operations, (xxvii) if such Entity is a
              limited liability company, limited partnership, or business trust
              then such Entity shall continue (and not dissolve) for so long as
              a solvent managing member, general partner, or trustee, as
              applicable, exists and such Entity's organizational documents
              shall contain such provision.

       11.    Borrower agrees that if Lender accelerates the whole or any part
              of the principal sum hereby secured after the occurrence of an
              Event of Default, or applies any proceeds pursuant to the
              provisions hereof, Borrower waives any right to prepay the
              principal sum hereby secured in whole or in part without premium
              and agrees to pay, as yield maintenance protection and not as a
              penalty, a "MAKE WHOLE PREMIUM". However, in the event any
              proceeds from a casualty or Taking of the Premises are applied to
              reduce the principal balance under the Note, no Make Whole Premium
              shall be due so long as no Event of Default exists at the time of
              such application. The Make Whole Premium shall be the lesser of
              (i) the maximum amount which is allowable under Texas law limiting
              the amount of interest which may be contracted for, charged or
              received, after considering all other amounts constituting or
              deemed to constitute interest, and (ii) the greater of one percent
              (1%) of the principal amount to be prepaid or a premium calculated
              as follows:

                                       22


              (a)    Determine the "REINVESTMENT YIELD." The Reinvestment Yield
                     will be equal to the yield on the U.S. Treasury Issue
                     ("PRIMARY ISSUE")* published one week prior to the date of
                     prepayment and converted to an equivalent monthly
                     compounded nominal yield.

                     At this time there is not a U.S. Treasury Issue for this
                     prepayment period. At the time of prepayment, Lender shall
                     select in its sole and absolute discretion a U.S. Treasury
                     Issue with similar remaining time to the Maturity Date.

              (b)    Calculate the "PRESENT VALUE OF THE LOAN." The Present
                     Value of the Loan is the present value of the payments to
                     be made in accordance with the Note (all installment
                     payments and any remaining payment due on the Maturity
                     Date) discounted at the Reinvestment Yield for the number
                     of months remaining from the date of prepayment to the
                     Maturity Date. In the event of a partial prepayment as a
                     result of the aforementioned application of proceeds, the
                     Present Value of the Loan shall be calculated in accordance
                     with the preceding sentence multiplied by the fraction
                     which results from dividing the amount of the prepaid
                     proceeds by the principal balance immediately prior to
                     prepayment.

              (c)    Subtract the amount of the prepaid proceeds from the
                     Present Value of the Loan as of the date of prepayment. Any
                     resulting positive differential shall be the premium.

              Notwithstanding anything herein to the contrary, during the last
              90 days prior to the Maturity Date, the Make Whole Premium shall
              not be subject to the one percent (1%) minimum and shall be
              calculated only as provided in (a) through (c) above.

       12.    Upon the occurrence of an Event of Default, Lender shall have the
              option of declaring all Indebtedness in its entirety to be
              immediately due and payable, and the liens and security interests
              evidenced hereby shall be subject to foreclosure in any manner
              provided for herein (to the extent not inconsistent with
              applicable law) or provided for by law, as Lender may elect.

       13.    Upon the occurrence of an Event of Default, Trustee, Trustee's
              successor or substitute, is authorized and empowered and it shall
              be Trustee's special duty at the request of Lender to sell the
              Premises or any part thereof situated in the State of Texas at the
              courthouse of any county in the State of Texas in which any part
              of the Premises is situated, at public auction to the highest
              bidder for cash. The sale shall take place between the hours of 10
              o'clock a.m. and 4 o' clock p.m. on the first Tuesday in any
              month, at such area of the courthouse as shall be designated from
              time to time by the commissioners court of the specified county
              (or, if not so designated by the commissioners court, at such
              other area in the courthouse as may be provided in the notice of
              sale hereinafter described) after having given notice of such sale
              in accordance with the statutes of the State of Texas then in
              force governing sales of real estate under powers conferred by
              deed

                                       23


              of trust. Any sale made by Trustee hereunder may be as an entirety
              or in such parcels as Lender may request, and any sale may be
              adjourned by announcement at the time and place appointed for such
              sale without further notice except as may be required by law. The
              sale by Trustee of less than the whole of the Premises shall not
              exhaust the power of sale herein granted, and Trustee is
              specifically empowered to make successive sale or sales under such
              power until the whole of the Premises shall be sold; and, if the
              proceeds of such sale of less than the whole of the Premises shall
              be less than the aggregate of the Indebtedness and the expense of
              executing this trust as provided herein, this Deed of Trust and
              the lien hereof shall remain in full force and effect as to the
              unsold portion of the Premises just as though no sale had been
              made; provided, however, that Borrower shall never have any right
              to require the sale of less than the whole of the Premises, but
              Lender shall have the right, at its sole election, to request
              Trustee to sell less than the whole of the Premises. After each
              sale, Trustee shall make to the purchaser or purchasers at such
              sale good and sufficient conveyances in the name of Borrower,
              conveying the property so sold to the purchaser or purchasers in
              fee simple with general warranty of title, and shall receive the
              proceeds of said sale or sales and apply the same as herein
              provided. The power of sale granted herein shall not be exhausted
              by any sale held hereunder by Trustee or Trustee's substitute or
              successor, and such power of sale may be exercised from time to
              time as many times as Lender may deem necessary until all of the
              Premises has been duly sold and all Indebtedness has been fully
              paid. In the event any sale hereunder is not completed or is
              defective in the judgment of Lender, such sale shall not exhaust
              the power of sale hereunder and Lender shall have the right to
              cause a subsequent sale or sales to be made hereunder. If an Event
              of Default occurs under this Deed of Trust, Lender shall have the
              option to proceed with foreclosure in satisfaction of such item,
              either through judicial proceedings or by directing Trustee to
              proceed as if under a full foreclosure, conducting the sale as
              herein provided without declaring the entire Indebtedness secured
              by this Deed of Trust due and payable, and if sale is made because
              of a default of an installment payment or a portion of an
              installment, such sale may be made subject to the unmatured part
              of the remaining unpaid Indebtedness; and it is agreed that such
              sale, if so made, shall not in any manner affect the unmatured
              portion of the Indebtedness secured by this Deed of Trust, but as
              to such unmatured part, this Deed of Trust shall remain in full
              force and effect as though no sale had been made under the
              provisions of this paragraph. Several sales may be made hereunder
              without exhausting the right of sale for any unmatured part of the
              Indebtedness secured by this Deed of Trust. Any and all statements
              of fact or other recitals made in any deed or deeds given by
              Trustee or any successor or substitute appointed hereunder as to
              nonpayment of the Indebtedness secured hereby, or as the
              occurrence of an Event of Default, or as to Lender having declared
              all of such Indebtedness to be due and payable, or as to the
              request to sell, or as to notice of time, place and terms of sale
              and of the properties to be sold having been duly given, or as to
              the refusal, failure or inability to act of Trustee or any
              substitute or successor, or as to the appointment of any
              substitute or successor trustee, or as to any other act or thing
              having been duly done by Lender or by such Trustee, substitute or
              successor, shall be taken as prima facie evidence of the truth of
              the facts so stated

                                       24


              and recited. Trustee, Trustee's successor or substitute, may
              appoint or delegate any one or more persons as agent to perform
              any act or acts necessary or incident to any sale held by Trustee,
              including the posting of notices and the conduct of sale, but in
              the name and on behalf of Trustee, Trustee's successor or
              substitute.

       14.    That portion of the Premises which is personal property is
              referred to herein as the "Collateral". To secure the payment of
              the Indebtedness, Borrower hereby grants to Lender a security
              interest in the Collateral together with all proceeds of the
              Collateral. Upon the occurrence of an Event of Default, Lender may
              exercise its rights of enforcement with respect to the Collateral
              under the Texas Business and Commerce Code, as amended, and in
              conjunction with, in addition to or in substitution for those
              rights and remedies:

              (a)    the Lender may enter upon the Premises to take possession
                     of, assemble and collect the Collateral or to render it
                     unusable; and

              (b)    the Lender may require Borrower to assemble the Collateral
                     and make it available at a place the Lender designates
                     which is mutually convenient to allow the Lender to take
                     possession or dispose of the Collateral; and

              (c)    written notice mailed to Borrower as provided herein ten
                     (10) days prior to the date of public sale of the
                     Collateral or prior to the date after which private sale of
                     the Collateral will be made shall constitute commercially
                     reasonable notice; and

              (d)    any sale made pursuant to the provisions of this paragraph
                     shall be deemed to have been a public sale conducted in a
                     commercially reasonable manner if held contemporaneously
                     with the sale of the Premises under power of sale as
                     provided herein upon giving the same notice with respect to
                     the sale of the Collateral hereunder as is required for
                     such sale of the Premises under power of sale; and

              (e)    in the event of a foreclosure sale, whether made by the
                     Trustee under the terms hereof, or under judgment of a
                     court, the Collateral and the Premises may, at the option
                     of the Lender, be sold as a whole; and

              (f)    it shall not be necessary that the Lender take possession
                     of the Collateral or any part thereof prior to the time
                     that any sale pursuant to the provisions of this paragraph
                     is conducted and it shall not be necessary that the
                     Collateral or any part thereof be present at the location
                     of such sale; and

              (g)    prior to application of proceeds of disposition of the
                     Collateral to the Indebtedness, such proceeds shall be
                     applied to the reasonable expenses of retaking, holding,
                     preparing for sale or lease, selling, leasing and the like
                     and the reasonable attorney's fees and legal expenses
                     incurred by the Lender; and

              (h)    any and all statements of fact or other recitals made in
                     any bill of sale or assignment or other instrument
                     evidencing any foreclosure sale hereunder

                                       25


                     as to nonpayment of the indebtedness or as to the
                     occurrence of any default, or as to the Lender having
                     declared all of such indebtedness to be due and payable, or
                     as to notice of time, place and terms of sale and of the
                     properties to be sold having been duly given, or as to any
                     other act or thing having been duly done by the Lender,
                     shall be taken as prima facie evidence of the truth of the
                     facts so stated and recited; and

              (i)    the Lender may appoint or delegate any one or more persons
                     as agent to perform any act or acts necessary or incident
                     to any sale held by the Lender, including the sending of
                     notices and the conduct of the sale, but in the name and on
                     behalf of the Lender.

       15.    This instrument shall be effective as a mortgage as well as a deed
              of trust and upon the occurrence of an Event of Default may be
              foreclosed as to any of the Premises in any manner permitted by
              the laws of the State of Texas or of any other state in which any
              part of the Premises is situated, and any foreclosure suit may be
              brought by Trustee or by Lender. In the event a foreclosure
              hereunder shall be commenced by Trustee, or Trustee's substitute
              or successor, Lender may at any time before the sale of the
              Premises direct Trustee to abandon the sale, and may then
              institute suit for the collection of the Note and other
              Indebtedness, and for the foreclosure of this Deed of Trust. It is
              agreed that if Lender should institute a suit for the collection
              of the Note or any other Indebtedness and for the foreclosure of
              this Deed of Trust, Lender may at any time before the entry of a
              final judgment in said suit dismiss the same, and require Trustee,
              Trustee's substitute or successor, to sell the Premises in
              accordance with the provisions of this Deed of Trust.

       16.    Upon such sale, Trustee shall make, execute, and after due payment
              is made, deliver to the purchaser or purchasers a deed or deeds
              for the Premises or part thereof sold and shall apply the proceeds
              of the sale, at the election of Lender first, to all of the
              expenses of such sale including the reasonable expenses of this
              trust or the Trustee and the fees and costs of any attorneys for
              this trust, environmental audits, the Trustee or Lender, all of
              which shall accrue and become due from and after any Event of
              Default, together with any sums which Trustee or Lender shall have
              paid for procuring any abstract, certificate or report of title to
              the Premises and, second, to principal, interest and any other
              Indebtedness and all other sums or amounts due under the Note or
              agreed or provided to be paid by Borrower herein or in any other
              Loan Documents, all in such order as Lender may determine. The
              remainder of such proceeds, if any, shall be paid to Borrower or
              Borrower's successors or assigns, as their rights may appear.

       17.    In the event of such a sale of the Premises or any part thereof
              and the execution of a deed or deeds therefor under these trusts,
              any recital therein of the occurrence of an Event of Default or of
              the giving or recording of any notice or demand by Trustee or
              Lender regarding such sale shall be conclusive proof thereof, and
              the receipt of the purchase money recited therein shall fully
              discharge the purchaser from any obligation for the proper
              application of the proceeds of sale in accordance with these
              trusts.

                                       26


       18.    Following the occurrence of an Event of Default, unless the same
              has been specifically waived in writing, Borrower shall forthwith
              upon demand of Trustee or Lender surrender to Lender possession of
              the Premises, and Lender shall be entitled to take actual
              possession of the Premises or any part thereof personally or by
              its agents or attorneys, and Lender in its discretion may (to the
              extent permitted under applicable law), with or without force and
              with or without process of law, enter upon and take and maintain
              possession of all or any part of the Premises together with all
              documents, books, records, papers and accounts of the Borrower or
              the then owner of the Premises relating thereto, and may exclude
              Borrower, its agents or assigns wholly therefrom, and may in the
              name of the Borrower, or in its own name as Lender and under the
              powers herein granted:

              (a)    hold, operate, maintain, repair, rebuild, replace, alter,
                     improve, manage or control the Premises as it deems
                     judicious, insure and reinsure the same and any risks
                     related to Lender's possession, operation and management
                     thereof and receive all Rents, either personally or by its
                     agents, and with full power to use such measures, legal or
                     equitable, as in its discretion it deems proper or
                     necessary to enforce the payment or security of the Rents,
                     including actions for the recovery of Rent, actions in
                     forcible detainer and actions in distress for Rents, hereby
                     granting full power and authority to exercise each and
                     every of the rights, privileges and powers herein granted
                     at any and all times hereafter, without notice to Borrower;
                     and

              (b)    conduct leasing activity pursuant to the provisions of the
                     Assignment of Leases.

              Neither Trustee nor Lender shall be obligated to perform or
              discharge, nor does either hereby undertake to perform or
              discharge, any obligation, duty or liability under any Lease.
              Except to the extent that the same is caused solely by Lender's
              gross negligence or willful misconduct, should Trustee or Lender
              incur any liability, loss or damage under any Leases, or under or
              by reason of the Assignment of Leases, or in the defense of any
              claims or demands whatsoever which may be asserted against Lender
              or Trustee by reason of any alleged obligations or undertakings on
              its part to perform or discharge any of the terms, covenants or
              agreements in any Lease, the amount thereof, including costs,
              expenses and reasonable attorneys' fees and costs, including
              reasonable attorneys' fees and costs on appeal, shall be added to
              the Indebtedness and secured hereby, WHETHER OR NOT SUCH
              LIABILITY, LOSS OR DAMAGE ARISES OR ALLEGEDLY ARISES FROM OR IN
              CONNECTION WITH ANY ACTS OF NEGLIGENCE OF LENDER OR UNDER ANY
              THEORY OF STRICT LIABILITY.

       19.    Upon the occurrence of an Event of Default, Trustee and Lender in
              the exercise of the rights and powers conferred upon them shall
              have the full power to use and apply the Rents, less costs and
              expenses of collection to the payment of or on account of the
              items listed in (a) - (c) below, at the election of Lender and in
              such order as Lender may determine as follows:

                                       27


              (a)    to the payment of (i) the expenses of operating and
                     maintaining the Premises, including, but not limited to the
                     cost of management, leasing (which shall include reasonable
                     compensation to Trustee, Lender and their respective agent
                     or agents if management and/or leasing is delegated to an
                     agent or agents), repairing, rebuilding, replacing,
                     altering and improving the Premises, (ii) premiums on
                     insurance as hereinabove authorized, (iii) taxes and
                     special assessments now due or which may hereafter become
                     due on the Premises, and (iv) expenses of placing the
                     Premises in such condition as will, in the sole judgment of
                     Lender, make it readily rentable;

              (b)    to the payment of any principal, interest or any other
                     Indebtedness secured hereby or any deficiency which may
                     result from any foreclosure sale;

              (c)    to the payment of established claims for damages, if any,
                     reasonable attorneys' fees and costs and reasonable
                     attorneys' fees and costs on appeal.

              The manner of the application of Rents, the reasonableness of the
              costs and charges to which such Rents are applied and the item or
              items which shall be credited thereby shall be within the sole and
              unlimited discretion of Lender. To the extent that the costs and
              expenses in (a) and (c) above exceed the amounts collected, the
              excess shall be added to the Indebtedness and secured hereby.

       20.    Upon the occurrence of any Event of Default, unless the same has
              been specifically waived in writing, Lender may apply to any court
              having jurisdiction for the appointment of a receiver of the
              Premises. Such appointment may be made either before or after
              sale, without notice, without regard to the solvency or insolvency
              of Borrower at the time of application for such receiver and
              without regard to the then value of the Premises or the adequacy
              of Lender's security. Lender may be appointed as such receiver.
              The receiver shall have power to collect the Rents during the
              pendency of any foreclosure proceedings and, in case of a sale,
              during the full statutory period of redemption, if any, as well as
              during any further times when Borrower, except for the
              intervention of such receiver, would be entitled to collect such
              Rents. In addition, the receiver shall have all other powers which
              shall be necessary or are usual in such cases for the protection,
              possession, control, management and operation of the Premises
              during the whole of said period. The court from time to time may
              authorize the receiver to apply the net income in its possession
              at Lender's election and in such order as Lender may determine in
              payment in full or in part of those items listed in paragraph 19.

       21.    (a)    Borrower agrees that all reasonable costs, charges and
                     expenses, including but not limited to, reasonable
                     attorneys' fees and costs, incurred or expended by Trustee
                     or Lender arising out of or in connection with any action,
                     proceeding or hearing, legal, equitable or quasi-legal,
                     including the preparation therefor and any appeal
                     therefrom, in any way affecting or pertaining to the Loan
                     Documents, the Environmental Indemnity, or the Premises,
                     shall be promptly paid by Borrower. All such sums not

                                       28


                     promptly paid by Borrower shall be added to the
                     Indebtedness secured hereby and shall bear interest at the
                     Default Rate from the date of such advance and shall be due
                     and payable on demand.

              (b)    Borrower hereby waives any notice of default, demand for
                     payment and notice of intent to accelerate the maturity of
                     all or any portion of the Indebtedness secured hereby,
                     except as may be otherwise expressly herein provided.
                     Borrower hereby agrees that upon the occurrence of an Event
                     of Default and the acceleration of the principal sum
                     secured hereby pursuant to this Deed of Trust, to the full
                     extent that such rights can be lawfully waived, Borrower
                     hereby waives and agrees not to insist upon, plead, or in
                     any manner take advantage of, any notice of acceleration,
                     any stay, extension, exemption, homestead, marshaling or
                     moratorium law or any law providing for the valuation or
                     appraisement of all or any part of the Premises prior to
                     any sale or sales thereof under any provision of this Deed
                     of Trust or before or after any decree, judgment or order
                     of any court or confirmation thereof, or claim or exercise
                     any right to redeem all or any part of the Premises so sold
                     and hereby expressly waives to the full extent permitted by
                     applicable law on behalf of itself and each and every
                     person or entity acquiring any right, title or interest in
                     or to all or any part of the Premises, all benefit and
                     advantage of any such laws which would otherwise be
                     available to Borrower or any such person or entity, and
                     agrees that neither Borrower nor any such person or entity
                     will invoke or utilize any such law to otherwise hinder,
                     delay or impede the exercise of any remedy granted or
                     delegated to Lender herein but will permit the exercise of
                     such remedy as though any such laws had not been enacted.
                     Borrower hereby further expressly waives to the full extent
                     permitted by applicable law on behalf of itself and each
                     and every person or entity acquiring any right, title or
                     interest in or to all or any part of the Premises any and
                     all rights of redemption from any sale or any order or
                     decree of foreclosure obtained pursuant to provisions of
                     this Deed of Trust.

       22.    As a source of future payment of the Indebtedness, Borrower hereby
              assigns to Lender directly and absolutely, and not merely
              collaterally, the interest of Borrower as lessor under the Leases
              of the Premises and the Rents payable under any Lease and/or with
              respect to the use of the Premises, or portion thereof, including
              any oil, gas or mineral lease, or any installments of money
              payable pursuant to any agreement or any sale of the Premises or
              any part thereof, subject only to a license, if any, granted by
              Lender to Borrower with respect thereto prior to the occurrence of
              an Event of Default, as set forth in the Assignment of Leases and
              Rents. Borrower has executed and delivered the Assignment of
              Leases which grants to Lender specific rights and remedies in
              respect of said Leases and governs the collection of Rents
              thereunder and from the use of the Premises, and such rights and
              remedies so granted shall be cumulative of those granted herein.

              The collection of such Rents and the application thereof as
              aforesaid shall not cure or waive any Event of Default or notice
              of default hereunder or invalidate any act done pursuant to such
              notice, except to the extent any such Event of

                                       29


              Default is fully cured. Failure or discontinuance of Lender at any
              time, or from time to time, to collect any such moneys shall not
              impair in any manner the subsequent enforcement by Lender of the
              right, power and authority herein conferred on Lender. Nothing
              contained herein, including the exercise of any right, power or
              authority herein granted to Lender, shall be, or be construed to
              be, an affirmation by Lender of any tenancy, Lease or option, or
              an assumption of liability under, or the subordination of the lien
              or charge of this Deed of Trust to any such tenancy, Lease or
              option. Borrower hereby agrees that, in the event Lender exercises
              its rights as provided for in this paragraph or in the Assignment
              of Leases, Borrower waives any right to compensation for the use
              of Borrower's furniture, furnishings or equipment in the Premises
              for the period such assignment of rents or receivership is in
              effect, it being understood that the Rents derived from the use of
              any such items shall be applied to Borrower's obligations
              hereunder as above provided.

              Notwithstanding the direct and absolute assignment of the Rents,
              there shall be no pro tanto reduction of any portion of the
              Indebtedness except with respect to Rents actually received by
              Lender and applied by Lender toward payment of the Indebtedness.

       23.    All rights and remedies granted to Trustee or Lender in the Loan
              Documents shall be in addition to and not in limitation of any
              rights and remedies to which it is entitled in equity, at law or
              by statute, and the invalidity of any right or remedy herein
              provided by reason of its conflict with applicable law or statute
              shall not affect any other valid right or remedy afforded to
              Trustee or Lender. No waiver of any default or Event of Default
              under any of the Loan Documents shall at any time thereafter be
              held to be a waiver of any rights of the Trustee or Lender
              hereunder, nor shall any waiver of a prior Event of Default or
              default operate to waive any subsequent Event of Default or
              default. All remedies provided for in the Loan Documents are
              cumulative and may, at the election of Lender, be exercised
              alternatively, successively or concurrently. No act of Trustee or
              Lender shall be construed as an election to proceed under any one
              provision herein to the exclusion of any other provision or to
              proceed against one portion of the Premises to the exclusion of
              any other portion. Time is of the essence under this Deed of Trust
              and the Loan Documents.

       24.    By accepting payment of any sum secured hereby after its due date,
              Lender does not waive its right either to require prompt payment
              when due of all other sums or installments so secured or to
              declare a default for failure to pay such other sums or
              installments.

       25.    The limitation of recourse liability provisions of paragraph 9 of
              the Note are fully incorporated herein by reference as if the same
              were specifically stated here.

       26.    In the event one or more provisions of the Loan Documents shall be
              held to be invalid, illegal or unenforceable in any respect, such
              invalidity, illegality or unenforceability shall not affect any
              other provision hereof, and the Loan

                                       30


              Documents shall be construed as if any such provision had never
              been contained herein.

       27.    If the payment of the Indebtedness secured hereby or of any part
              thereof shall be extended or varied, or if any part of the
              security be released, all persons now or at any time hereafter
              liable therefor, or interested in said Premises, shall be held to
              assent to such extension, variation or release, and their
              liability and the lien and all provisions hereof shall continue in
              full force, the right of recourse against all such persons being
              expressly reserved by Lender notwithstanding such variation or
              release.

       28.    Upon payment in full of the principal sum, interest and other
              Indebtedness secured by the Loan Documents, these presents shall
              be null and void, and Trustee shall release this Deed of Trust and
              the lien hereof by proper instrument executed in recordable form.

       29.    (a)    Borrower hereby grants to Lender and its respective agents,
                     attorneys, employees, consultants, contractors and assigns
                     an irrevocable license and authorization to enter upon and
                     inspect the Premises and all facilities located thereon at
                     reasonable times, subject to the inspection rights
                     provisions afforded to Borrower under the Leases. Lender
                     shall make reasonable efforts to ensure that the operations
                     of the tenants are not disrupted.

              (b)    In connection with any sale or conveyance of this Deed of
                     Trust, Borrower grants to Lender and its respective agents,
                     attorneys, employees, consultants, contractors and assigns
                     an irrevocable license and authorization to conduct, at
                     Lender's expense, a Phase I environmental audit of the
                     Premises, subject to the inspection rights provisions
                     afforded to Borrower under the Leases.

              (c)    In the event there has been an Event of Default or in the
                     event Lender has formed a reasonable belief, based on its
                     inspection of the Premises or other factors known to it,
                     that Hazardous Materials may be present on the Premises,
                     then Borrower grants to Lender and its respective agents,
                     attorneys, employees, consultants, contractors and assigns
                     an irrevocable license and authorization to conduct, at
                     Borrower's expense, using ATC Associates, Inc. or the firm
                     of Borrower's choice, subject to Lender's reasonable
                     approval, environmental tests of the Premises, including
                     without limitation, a Phase I environmental audit,
                     subsurface testing, soil and ground water testing, and
                     other tests which may physically invade the Premises or
                     facilities (the "TESTS"). The scope of the Tests shall be
                     such as Lender, in its sole discretion, determines is
                     necessary to (i) investigate the condition of the Premises,
                     (ii) protect the security interests created under this Deed
                     of Trust, or (iii) determine compliance with Environmental
                     Laws, the provisions of the Loan Documents and the
                     Environmental Indemnity and other matters relating thereto.
                     Lender shall

                                       31


                     make reasonable efforts to ensure that the operations of
                     the tenants are not disrupted.

              (d)    Provided no Event of Default has occurred, Lender will
                     provide Borrower with reasonable notice of Lender's intent
                     to enter, inspect and conduct the Tests provided for in
                     this paragraph. In addition, Lender shall conduct such
                     inspections and Tests during normal business hours and use
                     reasonable efforts to minimize disruption of the lessees'
                     business operations. The foregoing licenses and
                     authorizations are intended to be a means of protection of
                     Lender's security interest in the Premises and not as
                     participation in the management of the Premises.

       30.    Within 15 days after any written request by any party to this Deed
              of Trust, the requested party shall certify, by a written
              statement duly acknowledged, the amount of principal, interest and
              other Indebtedness then owing on the Note, the terms of payment,
              Maturity Date and the date to which interest has been paid.
              Borrower shall further certify whether any defaults, offsets or
              defenses exist against the Indebtedness secured hereby. Borrower
              shall also furnish to Lender, within 30 days of its request
              therefor, tenant estoppel letters from such tenants of the
              Premises as Lender may reasonably require; which Lender shall not
              request more than one (1) time per annum.

       31.    (a)    Borrower shall furnish to Lender within 90 days after the
                     end of each fiscal year of Borrower, a detailed and
                     analytical financial report prepared in accordance with
                     generally accepted accounting principles consistently
                     applied, certified in a manner and otherwise in form
                     acceptable to Lender covering the full and complete
                     operation of the Premises, including without limitation:
                     (i) income and expense statements, and (ii) a report of the
                     leasing status of the Premises as of the end of such
                     period, identifying the lessee, square footage leased,
                     rental amount, base rental increases, rental concessions
                     and/or rental deferments, if any, and commencement and
                     expiration dates under each Lease of the Premises and a
                     listing of sales volumes attained by lessees of the
                     Premises under percentage leases for the immediately
                     preceding year, and (iii) within 15 days after written
                     request by Lender, an aged accounts receivable report, an
                     annual budget, and sales volumes for lessees under
                     percentage leases. Such reports shall be prepared by an
                     accountant who may be an employee of Borrower, or of an
                     affiliate of Borrower, acceptable to Lender. In addition to
                     the reports referred to herein, Borrower shall promptly
                     supply any additional information or records relating to
                     the Premises or its operation as Lender may from time to
                     time reasonably request.

              (b)    Within 15 days after any written request by Lender,
                     Borrower shall furnish to Lender, for the most recently
                     completed fiscal quarter of Borrower, the reports specified
                     in (i) and (ii) above.

              (c)    Within 15 days after any written request by Lender,
                     Borrower shall furnish to Lender for the most recently
                     completed fiscal year, a combined or

                                       32


                     consolidated federal income tax return filed by IWRRET.
                     Said information shall be subject to Lender's review.

       32.    Each notice, consent, request, report or other communication under
              this Deed of Trust or any other Loan Document (each, a "NOTICE"),
              which any party hereto may desire or be required to give to the
              other shall be deemed to be an adequate and sufficient notice if
              given in writing and service is made by either (i) registered or
              certified mail, postage prepaid, in which case notice shall be
              deemed to have been received three (3) business days following
              deposit to U.S. mail; or (ii) nationally recognized overnight air
              courier, next day delivery, prepaid, in which case such notice
              shall be deemed to have been received one (1) business day
              following delivery to such nationally recognized overnight air
              courier; provided that service of a notice required by Tex.
              Property Code Section 51.002 shall be considered complete when the
              requirements of that statute are met. All Notices shall be
              addressed to Borrower at its address given on the first page
              hereof, or to Lender at c/o Principal Real Estate Investors, LLC,
              801 Grand Avenue, Des Moines, Iowa 50392-1450, Attn: Commercial
              Real Estate Servicing, Loan No. 753821, or to such other place as
              any party may by written notice to the other parties designate as
              a place for service of notice. Borrower shall not be permitted to
              designate more than one place for service of Notice concurrently.

       33.    Lender, from time to time, may substitute another Trustee in place
              of the Trustee named herein, to execute the trusts hereby created;
              and upon such appointment, and without conveyance to the successor
              trustee, the successor trustee shall be vested with all the title,
              interest, powers, duties and trusts in the Premises hereby vested
              in or conferred upon Trustee herein named. Each such appointment
              and substitution shall be made by written instrument executed by
              the Lender containing reference to this Deed of Trust sufficient
              to identify it, which instrument need not be recorded but when
              recorded in the office of the County Recorder of the county or
              counties in which the Premises is situated, shall be conclusive
              proof of proper appointment of the successor trustee. The recital
              or statement, in any instrument executed by Trustee in pursuance
              of any of said trusts, of the due authorization of any agent of
              the Trustee executing the same shall for all purposes be
              conclusive proof of such authorization.

       34.    Trustee at any time, at Trustee's option, may commence and
              maintain suit in any court of competent jurisdiction and obtain
              the aid and direction of said court in the execution by it of the
              trusts or any of them, herein expressed or contained, and, in such
              suit, may obtain the orders or decrees, interlocutory or final of
              said court directing the execution of said trusts, and confirming
              and approving Trustee's acts, or any of them, or any sales or
              conveyances made by Trustee, and adjudging the validity thereof,
              and directing that the purchasers of the property sold and
              conveyed be let into immediate possession thereof, and providing
              for orders of court or other process requiring the Sheriff of the
              county in which said property is situated to place and maintain
              said purchasers in quiet and peaceable possession of the property
              so purchased by them, and the whole thereof.

                                       33


       35.    Borrower has had the opportunity to fully negotiate the terms
              hereof and modify the draftsmanship of the Loan Documents and the
              Environmental Indemnity. Therefore, the terms of the Loan
              Documents or the Environmental Indemnity shall be construed and
              interpreted without any presumption, inference, or rule requiring
              construction or interpretation of any provision of the Loan
              Documents or the Environmental Indemnity against the interest of
              the party causing the Loan Documents and the Environmental
              Indemnity or any portion of it to be drafted. Borrower is entering
              into the Loan Documents and the Environmental Indemnity freely and
              voluntarily without any duress, economic or otherwise.

       36.    Borrower, forthwith upon request, at any and all times hereafter,
              at the expense of Borrower, will cause to be made, executed,
              acknowledged and delivered to Trustee, any and every deed or
              assurance in law which Trustee or counsel of Trustee shall
              reasonably advise or require for the more sure, effectual and
              satisfactory granting and confirming of said Premises unto
              Trustee.

       37.    Trustee shall not be liable or responsible for its acts or
              omissions hereunder, INCLUDING TRUSTEE'S NEGLIGENCE, except for
              Trustee's own gross negligence or willful default, or be liable or
              responsible for any acts or omissions of any agent, attorneys or
              employee by him employed hereunder, if selected with reasonable
              care.

       38.    Trustee accepts this trust when this Deed of Trust executed and
              acknowledged is made a public record as provided by law. Trustee
              is not obligated to notify any party hereto of pending sale under
              any other deed of trust or of any action or proceeding in which
              Borrower, Lender, or Trustee shall be a party unless brought by
              Trustee.

       39.    This Deed of Trust and all provisions hereof shall inure to the
              benefit of the heirs, successors and assigns of Lender and shall
              bind the heirs and permitted successors and assigns of Borrower.

       40.    This Deed of Trust shall be governed by, and construed in
              accordance with, the laws of the state of Texas, without regard to
              its conflicts of law principles.

       41.    As used herein, the term "DEFAULT RATE" means a rate equal to the
              lesser of (i) four percent (4%) per annum above the then
              applicable interest rate payable under the Note or (ii) the
              maximum rate allowed by applicable law.

       42.    BORROWER AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
              WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY
              ACTIONS BROUGHT BY BORROWER, TRUSTEE OR LENDER IN CONNECTION WITH
              THIS DEED OF TRUST, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS
              SECURED HEREBY, OR ANY OTHER STATEMENTS OR ACTIONS OF LENDER.

                                       34


       43.    This Deed of Trust and the Indebtedness secured hereby is for the
              sole purpose of conducting or acquiring a lawful business,
              professional or commercial activity or for the acquisition or
              management of real or personal property as a commercial
              investment, and all proceeds of such Indebtedness shall be used
              for said business or commercial investment purpose. Such proceeds
              will not be used for the purchase of any security within the
              meaning of the Securities Exchange Act of 1934, as amended, or any
              regulation issued pursuant thereto, including without limitation,
              Regulations U, T and X of the Board of Governors of the Federal
              Reserve System. This is not a purchase money deed of trust where a
              seller is providing financing to a buyer for the payment of all or
              any portion of the purchase price and the Premises secured hereby
              is not a residence or homestead or used for mining, grazing,
              agriculture, timber or farming purposes.

       44.    Unless Lender shall otherwise direct in writing, Borrower shall
              appear in and defend all actions or proceedings purporting to
              affect the security hereunder, or any right or power of the
              Lender, excluding any Federal regulatory proceedings against
              Lender that are not instituted because of any act or omission by
              Borrower, any Interest Owner or which result from the Premises.
              The Lender shall have the right to appear in such actions or
              proceedings. Borrower shall save Lender harmless from all
              reasonable costs and expenses, including but not limited to,
              reasonable attorneys' fees and costs and costs of a title search,
              continuation of abstract and preparation of survey incurred by
              reason of any action, suit, proceeding, hearing, motion or
              application before any court or administrative body in and to
              which Lender may be or become a party by reason hereof, excluding
              any Federal regulatory proceedings against Lender that are not
              instituted because of any act or omission by Borrower, any
              Interest Owner or which result from the Premises. Such proceedings
              shall include but not be limited to condemnation, bankruptcy,
              probate and administration proceedings, as well as any other
              action, suit, proceeding, right, motion or application wherein
              proof of claim is by law required to be filed or in which it
              becomes necessary to defend or uphold the terms of this Deed of
              Trust or the Loan Documents or otherwise purporting to affect the
              security hereof or the rights or powers of Lender. All money paid
              or expended by Lender in that regard, together with interest
              thereon from date of such payment at the Default Rate shall be
              additional Indebtedness secured hereby and shall be immediately
              due and payable by Borrower without notice.

       45.    Upon the occurrence of an Event of Default, unless the same has
              been specifically waived in writing, all Rents collected or
              received by Borrower shall be accepted and held for Lender in
              trust and shall not be commingled with the funds and property of
              Borrower, but shall be promptly paid over to Lender.

       46.    If more than one, all obligations and agreements of Borrower and
              of any general partner of Borrower are joint and several.

       47.    This Deed of Trust may be executed in counterparts, each of which
              shall be deemed an original; and such counterparts when taken
              together shall constitute but one agreement.

                                       35


       48.    This Deed of Trust shall be effective as a financing statement
              filed as a fixture filing with respect to all fixtures included
              within the Property and is to be filed for record in the real
              estate records in the office of the county clerk where the Land
              and Improvements (including said fixtures) are situated.

       49.    Upon receipt by Lender of the following documentation in form and
              substance satisfactory to Lender, Lender will execute and deliver
              to Borrower a release of the lien (the "Partial Release") of this
              Deed of Trust with respect to the portion of the Land comprised of
              an approximate 44,100 square foot tract located at the southeast
              corner of the Land (the "PT Outparcel") currently leased to PT's
              Gentlemen's Club:

              (a)    a copy of the recorded subdivision replat of the Land
                     subdividing the PT Outparcel from the remainder of the Land
                     (the "Remainder Parcel"), which subdivision replat shall be
                     in form and substance satisfactory to Lender; at the
                     request of Borrower, Lender shall join in the execution of
                     such replat;

              (b)    an updated as-built survey of the Remainder Parcel
                     complying with the requirements for the survey of the
                     Premises delivered to Lender in connection with the initial
                     closing of the Loan which must reflect the Remainder Parcel
                     as approximately 26 acres without modification to the
                     original access to public rights-of-way;

              (c)    an endorsement to Lender's mortgagee policy of title
                     insurance pursuant to Rule P9b(3) of the Texas Title
                     Insurance Regulations with respect to the Partial Release;

              (d)    evidence that the Remainder Parcel and the Improvements
                     located thereon constitute a separate lot for purpose of
                     complying with the requirements of the applicable sections
                     of Texas Local Government Code relating to subdivision
                     platting and meet all requirements with respect to
                     applicable building ordinances, zoning laws, parking
                     requirements, private building restrictions and all other
                     applicable rules and regulations of all governmental bodies
                     or private authorities having jurisdiction thereof;

              (e)    evidence that the buildings located on the Remainder Parcel
                     are independent, self-sufficient structural and functional
                     structures;

              (f)    evidence that the Leases shall continue separate and
                     independent from any leases on the PT Outparcel, that no
                     reduction in the rental under the Leases has occurred and
                     lessees under the Leases shall have no defenses to the
                     Leases or right of offset against the rentals payable
                     thereunder by reason of any default or act of lessor under
                     the leases on the PT Outparcel;

              (g)    evidence that the proposed use of the PT Outparcel
                     construed in the broadest sense will not violate the
                     provisions of any reciprocal easement

                                       36


                     agreement or operating agreement pertaining to all or any
                     part of the Remainder Parcel; and

              (h)    evidence in the form of an assessment statement issued by
                     the taxing authorities that the Remainder Parcel and the
                     Improvements located thereon are separately assessed for
                     real estate taxing purposes; if such assessment statement
                     is not available at the time of the Partial Release, such
                     assessment statement shall be delivered to Lender not later
                     than June 30 of the following calendar year.

       Lender shall have the right to assess a handling fee in the amount of
       $7,500 for the Partial Release. In addition, Borrower shall pay all
       outside counsel fees and costs, other applicable professional's fees and
       costs, taxes, recording fees and the like, and any other fees and costs
       incurred by Lender in connection with the foregoing.

       IN WITNESS WHEREOF, Borrower has caused this Deed of Trust to be duly
executed and delivered as of the date first above written.

                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)

                                       37


                          SIGNATURE PAGE OF BORROWER TO
            DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS


                          INLAND WESTERN SAN ANTONIO LIMITED
                          PARTNERSHIP, an Illinois limited partnership

                          By:  INLAND WESTERN SAN ANTONIO GP, L.L.C.,
                               a Delaware limited liability company, its General
                               Partner

                               By:  INLAND WESTERN RETAIL REAL
                                    ESTATE TRUST, INC., a Maryland
                                    corporation, its Sole Member


                                    By:  /s/ Valerie Medina
                                         -------------------------------------
                                         Name:  Valerie Medina
                                                ------------------------------
                                         Title: Asst. Secretary
                                                ------------------------------


STATE OF ILLINOIS    )
                     )
COUNTY OF COOK       )

       This instrument was acknowledged before me on February 3rd, 2004 by
Valerie Medina, Asst. Secretary of Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, on behalf of said corporation, in its capacity as
sole member of Inland Western San Antonio GP, L.L.C., a Delaware limited
liability company, on behalf of said limited liability company, in its capacity
as General Partner of Inland Western San Antonio Limited Partnership, an
Illinois limited partnership, on behalf of said limited partnership.


                                         /s/ Elizabeth Ann Irving
                                         ---------------------------------------
                                         Notary Public, State of Illinois

My Commission Expires:                   ---------------------------------------
11-14-2004                               Typed or Printed Name
- ------------

                                                        "OFFICIAL SEAL"
                                                     ELIZABETH ANN IRVING
                                                NOTARY PUBLIC STATE OF ILLINOIS
                                                My Commission Expires 11/14/2004



                                    EXHIBIT A

                               (Legal Description)


TRACT 1 - FEE ESTATE:

A 26.246 acre tract of land being that same tract described in conveyance to
DDRA Community Centers Four L.P. in Volume 6989, Pages 1554-1563 comprised of
the remaining 1.107 acre portion of Lot 22, a 20.95 acre portion of Lot 23,
N.C.B. 12050, Joe J. Barshop Subdivision as recorded in Volume 5700, Pages
150-152, the remaining 1.685 acres of Lot 26 and the remaining 0.9830 of an acre
of Lot 27, N.C.B. 12050, Joe J. Barshop Subdivision as recorded in Volume 6800,
Page 250, and all of Lot 33, La Plaza Del Norte Addition as recorded in Volume
9542, Page 30 of the Deed and Plat Records of Bexar County, Texas. Said 26.246
acres being in N.C.B. 12050 of the City of San Antonio, Bexar County, Texas more
particularly described as follows:

BEGINNING:    At a found 1/2" iron rod in the north right-of-way line of
              Interstate Highway Loop 410 a 300-foot Right-of-Way at the
              southwest corner of said Lot 22 of said Joe J. Barshop Subdivision
              and the southeast corner of Lot 21 of San Pedro/Loop 410
              Subdivision as recorded in Volume 4400, Pages 187-190 of the Plat
              Records of Bexar County, Texas for the southwest corner of this
              tract:

THENCE:       N 00 DEG. 00'00" E, along the west line of said Barshop
              Subdivision and the east line of said San Pedro/Loop 410
              Subdivision a distance of 1556.13 feet to a found 1/2 "iron rod
              with an MBC cap in the southeasterly right-of-way line of Isom
              Road;

THENCE:       N 42 DEG. 33' 39" E, along the southeasterly right-of-way line of
              Isom Road, a distance of 422.73 feet to a found "+" in concrete;

THENCE:       N 42 DEG. 49' 52" E, continuing along said right-of-way, a
              distance of 41.92 feet to a found 1/2" iron rod with yellow cap
              marked "Pape Dawson" at the west corner of a City of San Antonio
              Drainage right-of-way, recorded in Volume 4910, Page 2024;

THENCE:       Departing said right-of-way line S 44 DEG. 31' 23" E, a distance
              of 20.02 feet to a found 1/2" iron rod with yellow cap marked
              "Pape Dawson" at the south corner of said drainage right-of-way,
              on a southwest line of a 3.187 acre tract, the remaining north
              portion of the said Lot 23;

THENCE:       S 47 DEG. 26' 21" E, along and with the southwest line of said
              3.187 acre tract a distance of 485.96 feet to a found 1/2" iron
              rod with yellow cap marked "Pape Dawson" in the west line of
              Crownhill Park Subdivision, Unit 6, Volume 4700, Page 62;

THENCE:       S 00 DEG. 03' 59" W, along the east line of Lot 23 and said west
              line of Crownhill Park Subdivision and the west line of Lot 28 The
              Pavilions Subdivision, Volume 9521, Page 221, a distance of
              1565.67 feet to a found 1/2" iron rod with an MBC cap in the north
              right-of-way line of Interstate Highway Loop 410 at the southeast
              corner of Lot 27 of said Barshop Subdivision and the southwest
              corner of said Lot 28;

                                        1


THENCE:       N 89 DEG. 07' 50" W, along the north right-of-way Loop 410, and
              the south line of the remaining portion of Lot 27, a distance of
              199.21 feet to the southeast corner of a 12-foot dedication shown
              on plat recorded in Volume 9542, Pages 30 of the Deed and Plat
              Records of Bexar County, Texas;

THENCE:       N 00 DEG. 00'00" E, along the west line of remaining portion of
              Lot 27, and the east line of said 12-foot dedication a distance of
              12.00 feet;

THENCE:       N 89 DEG. 07' 50" W, along the north line of said 12-foot
              dedication and the south line of said Lot 33, a distance of 50.01
              feet to the southwest corner of Lot 33 and the east line of the
              remainder of said Lot 26;

THENCE:       S 00 DEG. 00'00" W, along the west line of said 12-foot dedication
              and the east line of the remaining portion of Lot 26, a distance
              of 12.00 feet;

THENCE:       N 89 DEG. 07' 50" W, along the north right-of-way Loop 410, a
              distance of 215.05 feet to a found 1/2" iron rod at the southwest
              corner of Lot 26 and the southeast corner of Lot 24, Texaco
              Subdivision as recorded in Volume 4960, Page 122;

THENCE:       N 00 DEG. 01' 41" W, along the east line of said Lot 24 and along
              the west line of Lot 26, a distance of 218.41 feet to a found "+"
              in concrete at the northeast corner of said Lot 24;

THENCE:       N 89 DEG. 50' 48" W, along the north line of said Lot 24, a
              distance of 200.01 feet to a found 1/2" iron rod with yellow cap
              marked "Pape Dawson" in asphalt at the northwest corner of Lot 24;

THENCE:       S 00 DEG. 01' 40" E, along the west line of Lot 24, a distance
              of 215.91 feet to a found 1/2" iron rod in the north right-of-way
              line of Interstate Highway Loop 410;

THENCE:       N 89 DEG. 07' 50" W, along said right-of-way line, a distance of
              20.37 feet to the POINT OF BEGINNING and containing 26.246 acres
              of land in the City of San Antonio, Bexar County, Texas. Said
              tract being described in accordance with a survey prepared by
              Pape-Dawson Consulting Engineers Inc.


TRACT 2 - EASEMENT ESTATE:


Appurtenant non-exclusive easement for the benefit of Tract 1 as created in
Easement Agreement recorded in Volume 5335, Page 0709, as amended by (i)
Amendment to Easement Agreement recorded in Volume 6256, Page 1984, (ii) Second
Amendment to Easement Agreement and Estoppel Certificate recorded in Volume
6665, Page 0892 and (iii) Third Amendment to Easement Agreement and Estoppel
Certificate recorded in Volume 7445, Page 0724, all in the Real Property Records
of Bexar County, Texas, over, across and upon the real property more
particularly described as follows:

                                        2


A 0.190 acre, or 8,273 square feet, tract of land out of (i) Lot 21, N.C.B.
12050 of the San Pedro Loop Subdivision recorded in Volume 4400, Pages 187-190
and (ii) a replat of a portion of the said Lot 21 in the San Pedro/Loop 410
Subdivision recorded in Volume 9532, Pages 166-167 of the Deed and Plat Records
of Bexar County, Texas, consisting of a 26-foot easement and a 25.50-foot
drainage easement, being a joint driveway easement agreement as shown on exhibit
C-1 of an Amendment to Easement Agreement as recorded in Volume 6256, Page
1984-1998 and further described in Volume 6665, Page 892-909 of the Real
Property Records of Bexar County, Texas. Said 0.190 acre tract being more
particularly described as follows:

COMMENCING:   At a found 1/2" iron rod at the southwest corner of the Joe J.
          Barshop Subdivision as recorded in Volume 5700, Pages 150, and the
          southeast corner of the said remainder of Lot 21 in the San Pedro Loop
          Subdivision, the southwest corner of a 526 corner of a 526 square foot
          tract of land described in a document titled notice of Lis Pendens
          recorded in Volume 9558, Pages 2082-2092 of the Official Public
          Records of Real Property of Bexar County, Texas and being on the north
          right-of-way line of Interstate Highway Loop 410, a 300-foot
          right-of-way,

THENCE:   N 89 DEG. 07' 50" W, along said right-of-way, a distance of 20.97 feet
          to the POINT OF BEGINNING;

THENCE:   N 89 DEG. 07' 50" W, continuing along said right-of-way a distance of
          31.50 feet to a point;

THENCE:   Generally along a curb and the west side of a driveway:

          Along a non-tangent curve with a central angle of 28 DEG. 45' 17", a
          radius of 30.00 feet, a chord that bears N 14 DEG. 22' 33" E, 14.90
          feet, a total arc length of 15.06 feet to the point of tangency,

          NORTH, continuing with said curb and drive a distance of 185.47 feet
          to the beginning of a curve to the right;

THENCE:   Along the arc of the said curve with a central angle of 90 DEG. 00'
          00" a radius of 40.00 feet, a chord that bears N 45 DEG. 00' 00" E,
          56.57 feet, a total arc length of 62.83 feet to a point;

THENCE:   EAST, 8.76 feet to a point in the east line of the said San Pedro Loop
          Subdivision and the west line of the said Joe J. Barshop Subdivision;

THENCE:   SOUTH, along the east line of the said San Pedro Loop Subdivision a
          distance of 26.77 feet to a point in a curve to the left, from which
          the POINT OF COMMENCING bears SOUTH, 213.92 feet;

THENCE:   Along the arc of the said curve, and the east side of a curb and
          driveway with a central angle of 65 DEG. 40' 58", a radius of 20.00
          feet, a chord that bears S 32 DEG. 50' 25" W, 21.69 feet, a total arc
          length of 22.93 feet;

THENCE:   Generally along a concrete curb:

          SOUTH, a distance of 105.00 feet to the beginning of a curve to the
          right;

                                        3


          Along the arc of the said curve with a central angle of 19 DEG. 56'
          56", a radius of 100.00 feet, a chord that bears S 09 DEG. 58' 27" W,
          34.64 feet, a total arc length of 34.82 feet to a point of reverse
          curve;

          Along the arc of the said curve with a central angle of 19 DEG.56'
          54", a radius of 100.00 feet, a chord that bears S 09 DEG. 58' 28" W,
          34.64 feet, a total arc length of 34.82 feet to the point of tangency;

          SOUTH, a distance of 12.35 feet to the beginning of a curve to the
          left;

       Along the arc of the said curve with a central angle of 19 DEG. 32' 06",
a radius of 30.00 feet, a chord that bears S 15 DEG.56' 57" E, 10.18 feet, a
total arc length of 10.23 feet to the POINT OF BEGINNING and containing 0.190
acres in the City of San Antonio, Bexar County, Texas. Said tract being
described in accordance with a survey prepared by Pape-Dawson Consulting
Engineers Inc.

TRACT 3 - EASEMENT ESTATE:

Appurtenant non-exclusive easement for the benefit of Tract 1 as created in
Mutual Cross Access Easement Agreement recorded in Volume 6821, Page 1457, as
amended by First Amendment to Mutual Cross Access Easement Agreement and
Estoppel Certificate recorded in Volume 7445, Page 0717, all in the Real
Property Records of Bexar County, Texas, over, across and upon the real property
more particularly described therein.

                                        4


                                    EXHIBIT B
                             PERMITTED ENCUMBRANCES

1.   BUILDING SETBACK LINE 25 FEET IN WIDTH ALONG THE ISOM ROAD PROPERTY
     LINE(S), AS SHOWN ON THE PLAT(S) RECORDED IN VOLUME 5700, PAGE(S) 150-152
     OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY
     DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACTS 1 AND 2)

2.   BUILDING SETBACK LINE 50 FEET IN WIDTH ALONG A PORTION OF THE NORTHEASTERLY
     PROPERTY LINE(S), AS SHOWN ON THE PLAT(S) RECORDED IN VOLUME 5700, PAGE(S)
     150-152 OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON
     SURVEY DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACT 2)

3.   DEDICATED DRAINAGE R.O.W. TRAVERSING THE NORTH AND SOUTH PORTIONS OF
     SUBJECT PROPERTY, AS SHOWN ON THE PLAT(S) RECORDED IN VOLUME 5700, PAGE(S)
     150-152 OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON
     SURVEY DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACTS 1 AND 2)

4.   UTILITY EASEMENT 20 FEET IN WIDTH ALONG THE WEST PROPERTY LINE(S), AS SHOWN
     BY THE PLAT(S) RECORDED IN VOLUME 5700, PAGE(S) 150-152 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

5.   UTILITY EASEMENT 16 FEET IN WIDTH ALONG A PORTION OF THE SOUTH PROPERTY
     LINE(S), AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 5700, PAGE(S) 150-152
     OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY
     DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACTS 1 AND 2)

6.   BUILDING SETBACK LINE 25 FEET IN WIDTH ALONG THE SOUTH PROPERTY LINE(S), AS
     SHOWN ON THE PLAT(S) RECORDED IN VOLUME 6800, PAGE(S) 250 OF THE MAP AND
     PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

7.   ROADWAY EASEMENT 50 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 6800, PAGE(S) 250 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, MODIFIED IN VOLUME 9542, PAGE 30 OF THE MAP
     AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED
     JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL
     LAND SURVEYOR NO. 4721. (TRACT 1)

8.   SANITARY SEWER EASEMENT 10 FEET IN WIDTH ALONG THE SOUTH PROPERTY LINE(S),
     AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 6800, PAGE(S) 250 OF THE MAP AND
     PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

9.   DRAINAGE EASEMENT 20 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 6800, PAGE(S) 250 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS,

                                        1


     AND AS SHOWN ON SURVEY DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN
     MANTOOTH, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACT 1)

10.  EXISTING 16 FOOT UTILITY EASEMENT ALONG A PORTION OF THE SOUTH PROPERTY
     LINE(S), AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 6800, PAGE(S) 250 OF
     THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY
     DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACTS 1 AND 2)

11.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN SEWER LINE
     EASEMENT AGREEMENT DATED JULY, 1990, RECORDED IN VOLUME 4919, PAGE(S) 1223
     OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF BEXAR COUNTY, TEXAS.
     (TRACT 1)

12.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN EASEMENT
     AGREEMENT DATED MAY 11, 1992, RECORDED IN VOLUME 5335, PAGE(S) 709 OF THE
     OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF BEXAR COUNTY, TEXAS, AMENDED IN
     VOLUME 6256, PAGE 1984, VOLUME 6665, PAGE 892 AND VOLUME 7445, PAGE 724 OF
     THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF BEXAR COUNTY, TEXAS.
     (TRACTS 1 AND 2)

13.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN MUTUAL CROSS
     ACCESS EASEMENT AGREEMENT DATED JUNE 27, 1996, RECORDED IN VOLUME 6821,
     PAGE(S) 1457, AMENDED IN VOLUME 7445, PAGE 717 OF THE OFFICIAL PUBLIC
     RECORDS OF REAL PROPERTY OF BEXAR COUNTY, TEXAS. (TRACTS 1 AND 3)

14.  WATER PIPE OR LINE EASEMENT GRANTED TO THE CITY OF SAN ANTONIO, BY
     INSTRUMENT DATED JUNE 27, 1960, RECORDED IN VOLUME 4477, PAGE 280 OF THE
     DEED RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

15.  SANITARY SEWER EASEMENT GRANTED TO THE CITY OF SAN ANTONIO, BY INSTRUMENT
     DATED JANUARY 2, 1962, RECORDED IN VOLUME 5455, PAGE 509 OF THE DEED
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

16.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN RELEASE OF
     EASEMENTS AND GRANT OF ELECTRIC LIEN RIGHT OF WAY AGREEMENT DATED DECEMBER
     15, 1995, RECORDED IN VOLUME 6618, PAGE(S) 1904 OF THE OFFICIAL PUBLIC
     RECORDS OF REAL PROPERTY OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY
     DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACT 1)

17.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN LEASE, AS
     EVIDENCED BY MEMORANDUM OF LEASE DATED JUNE 4, 1996, RECORDED IN VOLUME
     6866, PAGE(S) 2052 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF BEXAR
     COUNTY, TEXAS. (TRACTS 1, 2 AND 3)

18.  THE TERMS, CONDITIONS AND STIPULATIONS SET OUT IN THAT CERTAIN LEASE, AS
     EVIDENCED BY MEMORANDUM OF LEASE DATED NOVEMBER 6, 1995, RECORDED IN VOLUME
     6772, PAGE(S) 568 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF BEXAR
     COUNTY, TEXAS. (TRACTS 1, 2 AND 3)

                                        2


19.  RIGHTS OF TENANTS IN POSSESSION, AS TENANTS ONLY, UNDER UNRECORDED LEASE
     AGREEMENTS AS MORE PARTICULARLY DESCRIBED ON EXHIBIT B TO ASSIGNMENT OF
     LEASES AND RENTS OF EVEN DATE HEREWITH EXECUTED BY BORROWER IN FAVOR OF
     LENDER.

20.  WATER, GAS, ELECTRIC, TELEPHONE, CABLE T.V. AND SANITARY SEWER EASEMENT 30
     FEET IN WIDTH ALONG THE EAST PORTION OF SUBJECT PROPERTY, AS SHOWN BY THE
     PLAT(S) RECORDED IN VOLUME 9542, PAGE (S) 30 OF THE MAP AND PLAT RECORDS OF
     BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6, 2004, PREPARED
     BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 4721.
     (TRACT 1)

21.  WATER EASEMENT 8 FEET BY 15.56 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY,
     AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9542, PAGE(S) 30 OF THE MAP AND
     PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

22.  WATER, GAS, ELECTRIC, TELEPHONE, CABLE T.V. AND SANITARY SEWER EASEMENT 16
     FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY THE PLAT(S) RECORDED
     IN VOLUME 9542, PAGE(S) 30 OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY,
     TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6, 2004, PREPARED BY PATRICIA
     ANN MANTOOTH, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACT 1)

23.  WATER AND DRAINAGE EASEMENT 18 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY,
     AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9542, PAGE(S) 30 OF THE MAP AND
     PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

24.  INGRESS/EGRESS EASEMENT VARYING IN WIDTH TRAVERSING SUBJECT PROPERTY, AS
     SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9542, PAGE(S) 30 OF THE MAP AND
     PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY
     6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

25.  WATER AND DRAINAGE EASEMENT VARYING IN WIDTH TRAVERSING SUBJECT PROPERTY
     LINE(S), AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9542, PAGE(S) 30 OF THE
     MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED
     JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL
     LAND SURVEYOR NO. 4721. (TRACT 1)

26.  UTILITY EASEMENT 20 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 4400, PAGE(S) 187 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACTS 1 AND 3)

27.  UTILITY EASEMENT 16 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 4400, PAGE(S) 187 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACTS 1 AND 3)

28.  DRAINAGE, WATER, GAS, ELECTRIC, TELEPHONE, SANITARY SEWER AND CABLE T.V.
     EASEMENT VARYING IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY THE
     PLAT(S) RECORDED IN VOLUME 9536, PAGE(S) 3

                                        3


     OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, VACATED BY VOLUME 9542,
     PAGE 30 OF THE MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON
     SURVEY DATED JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED
     PROFESSIONAL LAND SURVEYOR NO. 4721. (TRACT 1)

29.  WATER, GAS, ELECTRIC, TELEPHONE, SANITARY SEWER AND CABLE T.V. EASEMENT
     VARYING IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY THE PLAT(S)
     RECORDED IN VOLUME 9536, PAGE(S) 3 OF THE MAP AND PLAT RECORDS OF BEXAR
     COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6, 2004, PREPARED BY
     PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND SURVEYOR NO. 4721.
     (TRACT 1)

30.  DRAINAGE EASEMENTS VARYING IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN
     BY THE PLAT(S) RECORDED IN VOLUME 9536, PAGE(S) 3 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

31.  ELECTRIC AND GAS EASEMENT 14 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY
     LINE(S), AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9536, PAGE(S) 3 OF THE
     MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED
     JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL
     LAND SURVEYOR NO. 4721. (TRACT 1)

32.  SANITARY SEWER AND TELEPHONE EASEMENT 24 FEET IN WIDTH TRAVERSING SUBJECT
     PROPERTY, AS SHOWN BY THE PLAT(S) RECORDED IN VOLUME 9536, PAGE(S) 3 OF THE
     MAP AND PLAT RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED
     JANUARY 6, 2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL
     LAND SURVEYOR NO. 4721. (TRACT 1)

33.  DRAINAGE EASEMENT 18 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 9536, PAGE(S) 3 OF THE MAP AND PLAT RECORDS
     OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6, 2004,
     PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND SURVEYOR
     NO. 4721. (TRACT 1)

34.  UTILITY EASEMENT 16 FEET IN WIDTH TRAVERSING SUBJECT PROPERTY, AS SHOWN BY
     THE PLAT(S) RECORDED IN VOLUME 4960, PAGE(S) 122 OF THE MAP AND PLAT
     RECORDS OF BEXAR COUNTY, TEXAS, AND AS SHOWN ON SURVEY DATED JANUARY 6,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

35.  ENCROACHMENT OF PAVING AND CURBING INTO THE 870 FOOT BY 20 FOOT WATER
     EASEMENT ALONG THE WEST PROPERTY LINE AS SHOWN ON SURVEY DATED JANUARY 26,
     2004, PREPARED BY PATRICIA ANN MANTOOTH, REGISTERED PROFESSIONAL LAND
     SURVEYOR NO. 4721. (TRACT 1)

36.  ENCROACHMENT OF PAVING INTO THE 10 FOOT SANITARY SEWER EASEMENT ALONG THE
     SOUTH PROPERTY LINE AS SHOWN ON THE SURVEY. (TRACT 1)

37.  ENCROACHMENT OF PAVING AND CURBING INTO THE 14 FOOT ELECTRIC EASEMENT ALONG
     THE NORTH PROPERTY LINE AS SHOWN ON THE SURVEY. (TRACT 1)

38.  ENCROACHMENT OF PAVING, CURBING, COLUMNS AND STOP SIGN INTO THE 20 FOOT
     UTILITY EASEMENT ALONG THE WEST PROPERTY LINE AS SHOWN ON THE SURVEY.
     (TRACT 1)

                                        4


39.  ENCROACHMENT OF PAVING INTO THE 16 FOOT UTILITY EASEMENT ALONG THE SOUTH
     PROPERTY LINE AS SHOWN ON THE SURVEY. (TRACT 1)

40.  ENCROACHMENT OF SIDEWALK AND PAVING INTO THE 10 FOOT SANITARY SEWER
     EASEMENT ALONG THE SOUTH PROPERTY LINE AS SHOWN ON THE SURVEY. (TRACT 1)

41.  ENCROACHMENT OF 1-STORY COMMERCIAL BUILDING, PAVING AND CURBING INTO THE 20
     FOOT DRAINAGE EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY.
     (TRACT 1)

42.  ENCROACHMENT OF PAVING AND CURBING INTO THE WATER, GAS, ELECTRIC,
     TELEPHONE, CABLE T.V. AND SANITARY SEWER LYING ADJACENT AND PARALLEL TO THE
     EAST PROPERTY LINE AS SHOWN ON THE SURVEY. (TRACT 1)

43.  ENCROACHMENT OF PAVING AND CURBING INTO THE 8 FOOT BY 15.56 FOOT WATER
     EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

44.  ENCROACHMENT OF PAVING AND CURBING INTO THE 16 FOOT WATER, GAS, ELECTRIC,
     TELEPHONE, CABLE T.V. AND SANITARY SEWER EASEMENT TRAVERSING SUBJECT
     PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

45.  ENCROACHMENT OF PAVING AND CURBING INTO THE 18 FOOT WATER AND DRAINAGE
     EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

46.  ENCROACHMENT OF PAVING AND CURBING INTO THE VARIABLE WIDTH WATER AND
     DRAINAGE EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY.
     (TRACT 1)

47.  ENCROACHMENT OF PAVING, CURBING, STEEL STAIRS AND LANDING INTO THE VARIABLE
     WIDTH WATER, GAS, ELECTRIC, TELEPHONE, SANITARY SEWER AND CABLE T.V.
     EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

48.  ENCROACHMENT OF 1-STORY COMMERCIAL BUILDING, PAVING AND CURBING INTO THE
     VARIABLE WIDTH DRAINAGE EASEMENTS TRAVERSING SUBJECT PROPERTY AS SHOWN ON
     THE SURVEY. (TRACT 1)

49.  ENCROACHMENT OF PAVING INTO THE 14 FOOT ELECTRIC AND GAS EASEMENT
     TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

50.  ENCROACHMENT OF PAVING AND CURBING INTO THE 24 FOOT SANITARY SEWER AND
     TELEPHONE EASEMENT TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY.
     (TRACT 1)

51.  ENCROACHMENT OF PAVING AND CURBING INTO THE 18 FOOT DRAINAGE EASEMENT
     TRAVERSING SUBJECT PROPERTY AS SHOWN ON THE SURVEY. (TRACT 1)

52.  25.5 FOOT DRAINAGE EASEMENT AS SHOWN ON PLAT RECORDED IN VOLUME 9532, PAGE
     166 OF THE DEED AND PLAT RECORDS OF BEXAR COUNTY, TEXAS. (TRACT 3)

53.  26 FOOT WATER, SEWER, ELECTRIC, GAS, TELEPHONE AND CABLE T.V. AS SHOWN ON
     PLAT RECORDED IN VOLUME 9532, PAGE 166 OF THE DEED AND PLAT RECORDS OF
     BEXAR COUNTY, TEXAS. (TRACT 3)

                                        5


54.  NOTICE OF LIS PENDENS FILED FOR RECORD IN VOLUME 9558, PAGE 2082 OF THE
     OFFICIAL PUBLIC RECORDS OF REAL PROPERTY COUNTY, TEXAS, CAUSE NO.
     2002ED0053 IN THE PROBATE COURT NO. 1 JUDICIAL DISTRICT COURT OF BEXAR
     COUNTY, TEXAS, STYLED THE STATE OF TEXAS VS. DDRA COMMUNITY CENTERS FOUR,
     L.P., ET AL.

                                        6


La Plaza del Norte


                  Inland Western Retail Real Estate Trust, Inc.
                              2901 Butterfield Road
                            Oak Brook, Illinois 60523


Principal Life Insurance Company
c/o Principal Real Estate Investors, LLC
801 Grand Avenue
Des Moines, Iowa 50392


                                February___, 2004

         Re:    $32,528,000 Loan from Principal Life Insurance Company (the
                "Lender") to Inland Western San Antonio Limited Partnership
                ("Borrower")

Ladies and Gentlemen:

       Borrower has delivered copies of certain estoppel certificates obtained
by Borrower at the time of acquisition of title to the La Plaza del Norte
shopping center located in San Antonio, Texas (the "Property"), which estoppel
certificates (the "Estoppels") are more particularly described on the attached
Exhibit A.. Attached hereto as Exhibit B is a rent roll reflecting all tenant
leases currently affecting the Property (the "Leases") The undersigned hereby
certifies that the attached rent roll accurately reflects the rent currently
paid under and lease terms of the Leases and that there have been no material
changes in the statements made by the tenants that executed the Estoppels from
their respective dates through the date hereof, other than the date specified as
the last rent payment date. The undersigned further certifies that as of the
date hereof the Leases are in full force and effect, no tenant has committed an
uncured monetary default under its Lease, except as disclosed on Exhibit B, and
to the best of the undersigned's knowledge, no tenant has committed a
nonmonetary default under its Lease and Borrower is not in default under any
Lease.

       This certification is made with the knowledge that Lender is about to
provide financing which will be secured by a Deed of Trust, Security Agreement
and Assignment of Rents upon the captioned property. Borrower hereby authorizes
Lender to rely upon the Estoppels and the information contained therein as if
the Estoppels were addressed to Lender.


                    PLEASE SEE FOLLOWING PAGE FOR SIGNATURES



La Plaza del Norte


                           Inland Western San Antonio Limited Partnership,
                           an Illinois limited partnership


                           By: Inland Western San Antonio GP, L.L.C., a Delaware
                           limited liability company, its General Partner


                             By: Inland Western Retail Real Estate Trust, Inc.,
                             a Maryland corporation, its Sole Member

                             By: /s/ Valerie Medina
                                 ---------------------------------
                             Name:  Valerie Medina
                                   -------------------------------
                             Title:  Asst. Secretary
                                    ------------------------------


                           Inland Western Retail Real Estate Trust, Inc.,
                           a Maryland corporation, general partner


                           By: /s/ Valerie Medina
                               --------------------------------
                           Name:  Valerie Medina
                                 ------------------------------
                           Title:  Asst. Secretary
                                  -----------------------------



La Plaza del Norte


                                    Exhibit A



La Plaza del Norte


                                    Exhibit B


                                      None

EX-10.52

                                                                   Exhibit 10.52

                                    GUARANTY
                                 LOAN NO. 753821

         THIS GUARANTY (as the same may from time to time hereafter be modified,
supplemented or amended, the "GUARANTY") is made as of February ___, 2004, by
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, having an
office at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in
favor of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address at c/o Principal Real Estate
Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450 ("LENDER").

                                    RECITALS:

         Lender has agreed to make a loan (the "LOAN") in the original principal
sum of Thirty Two Million Five Hundred Twenty Eight Thousand and 00/100 Dollars
($32,528,000.00) (the "LOAN AMOUNT") to INLAND WESTERN SAN ANTONIO LIMITED
PARTNERSHIP, an Illinois limited partnership ("BORROWER"); and

         The Loan is evidenced by Borrower's secured promissory note made
payable and delivered to Lender (as the same may from time to time hereafter be
modified, amended, supplemented, extended or consolidated in writing, and any
note(s) issued in exchange therefor or replacement thereof, the "NOTE") and
further evidenced and secured by a "MORTGAGE" (it being agreed that "Mortgage"
as hereinafter used shall be construed to mean "mortgage" or "deed of trust" or
"trust deed" or "deed to secure debt" as the context so requires) on certain
real estate located in Bexar County, Texas, together with all existing
improvements constructed thereon, said Premises being more particularly
described in said Mortgage, and an Assignment of Leases ("ASSIGNMENT OF
LEASES"); and

         In connection with the Loan, the Borrower has also executed that
certain Environmental Indemnity Agreement ("ENVIRONMENTAL INDEMNITY") for the
benefit of Lender (the Note, ENVIRONMENTAL INDEMNITY, Mortgage and Assignment of
Leases and all other instruments or agreements by which the Loan is evidenced or
secured are hereinafter collectively referred to as the "UNDERLYING
INSTRUMENTS"); and

         It is a condition of Lender's agreement to make the Loan that Guarantor
be unconditionally liable for and personally guarantee the payment and
performance of certain liabilities and obligations of the Borrower under the
Underlying Instruments upon the terms and conditions as are hereinafter set
forth; and

         WHEREAS, Guarantor is financially interested in Borrower and is
materially benefited by the consummation of the Loan and has agreed to
unconditionally and personally guarantee the payment and performance of certain
liabilities and obligations of Borrower under the Underlying Instruments upon
the terms and conditions as are hereinafter set forth.

         NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,
Guarantor intending to be legally bound, hereby makes the following
representations and warranties to the Lender and hereby covenants and agrees
with the Lender as follows:

                                        1


1.       Guarantor absolutely, irrevocably and unconditionally guarantees to the
         Lender payment and the full, faithful and timely performance of any and
         all liabilities and obligations of Borrower whether now existing or
         hereafter incurred under the Environmental Indemnity and paragraph 9 of
         the Note (all of which payments, liabilities and obligations are
         hereinafter collectively referred to as the "GUARANTEED OBLIGATIONS").

2.       Guarantor absolutely, irrevocably and unconditionally waives notice of
         acceptance of this Guaranty and notice of any default, intent to
         accelerate maturity, acceleration of maturity, payment, liability or
         obligation to which it may apply, and waives presentment, demand of
         payment, protest, notice of dishonor or nonpayment of such liabilities
         under this Guaranty or any of the Underlying Instruments creating the
         Guaranteed Obligations and any suit or taking other action by the
         Lender against, and any other notice to, any party liable thereon or
         any property which may be security therefor.

3.       The Lender may at any time and from time to time without the consent
         of, or notice to, Guarantor, without incurring any responsibility to
         Guarantor and without impairing or releasing any of the obligations of
         Guarantor hereunder, upon or without any terms or conditions and in
         whole or in part:

         (a)      renew, alter or change the interest rate, manner, time, place
                  or terms of payment or performance of any of the Guaranteed
                  Obligations, or any liability incurred directly or indirectly
                  in respect thereof, whereupon the guaranty herein made shall
                  apply to the Guaranteed Obligations as so changed, extended,
                  renewed or altered;

         (b)      sell, exchange, release, surrender, and in any manner and in
                  any order realize upon or otherwise deal with any property at
                  any time directly and absolutely assigned or pledged or
                  mortgaged to secure the Guaranteed Obligations or any
                  liabilities (including any of those hereunder) incurred
                  directly or indirectly in respect thereof;

         (c)      exercise or refrain from exercising any rights against
                  Borrower or any other person (including Guarantor) or
                  otherwise act or refrain from acting with regard to the
                  Underlying Instruments, Guaranteed Obligations or this
                  Guaranty;

         (d)      settle or compromise any of the Guaranteed Obligations, any
                  security therefor or any liability (including any of those
                  hereunder) incurred directly or indirectly in respect thereof
                  or hereof, and/or subordinate the payment of all or any part
                  thereof to the payment of any liability of Borrower (whether
                  or not then due) to creditors of Borrower other than the
                  Lender and Guarantor;

         (e)      apply any sums in whatever manner paid or realized to any
                  liability or liabilities of Borrower to the Lender regardless
                  of what liability or liabilities of Borrower remain unpaid;

         (f)      consent to or waive any breach of or any act, omission or
                  default under the Underlying Instruments or otherwise amend,
                  modify or supplement any of such instruments or agreements;
                  and/or

                                        2


         (g)      sell, convey or assign, whether into a securitized transaction
                  or otherwise, all or any part of Lender's interest in this
                  Guaranty and the Underlying Instruments.

4.       (a)      No invalidity, irregularity or unenforceability of all or any
                  part of the Underlying Instruments, the Guaranteed Obligations
                  or this Guaranty, or of any security therefor, shall affect,
                  impair or constitute a defense to this Guaranty. This Guaranty
                  is a direct and primary obligation of Guarantor, and
                  Guarantor's obligations hereunder are not as a surety. This is
                  a guaranty of payment and performance, and not merely a
                  guaranty of collection.

         (b)      Guarantor acknowledges and agrees that this Guaranty and
                  Guarantor's obligations with respect to payments and
                  performance under the Environmental Indemnity shall remain in
                  full force and effect, notwithstanding the fact that the Note
                  and payments due under the other Underlying Instruments have
                  been paid in full.

5.       (a)      Notwithstanding any payment or payments made by Guarantor
                  hereunder, Guarantor will not assert or exercise any right of
                  the Lender or of such Guarantor against Borrower to recover
                  the amount of any payment made by such Guarantor to the Lender
                  by way of subrogation, reimbursement, contribution, indemnity
                  or otherwise arising by contract or operation of law, and
                  Guarantor shall not have any right of recourse to or any claim
                  against assets or property of Borrower, whether or not the
                  obligations of Borrower have been satisfied, all of such
                  rights being herein expressly waived by Guarantor. The
                  provisions of this paragraph shall survive the termination of
                  this Guaranty, and any satisfaction and discharge of Borrower
                  by virtue of any payment, court order or any applicable law.

         (b)      Notwithstanding the provisions of Section 5(a), Guarantor
                  shall have and be entitled to all rights of subrogation
                  otherwise provided by applicable law in respect of any payment
                  Guarantor may make or be obligated to make under this
                  Guaranty, and to assert and enforce the same, in each case on
                  and after, but at no time prior to, the date (the "SUBROGATION
                  TRIGGER DATE") which is 91 days after the date on which all
                  obligations under the Underlying Instruments shall have been
                  paid or performed in full, if and only if the existence of
                  Guarantor's rights under this Section 5(b) would not make
                  Guarantor a creditor (as defined in the Bankruptcy Reform Act
                  of 1978, an amended, 11 U.S.C. Sections 101 et seq., and the
                  regulations adopted and promulgated pursuant thereto) of
                  Borrower in any insolvency bankruptcy, reorganization or
                  similar proceeding commenced on or prior to the Subrogation
                  Trigger Date.

         (c)      In the event that Guarantor shall advance or become obligated
                  to pay any sums with respect to any obligation hereby
                  guaranteed or in the event that for any reason whatsoever the
                  Borrower or any subsequent owner of the collateral securing
                  the Loan is now, or shall hereafter become, indebted to
                  Guarantor, Guarantor agrees that the amount of such sums and
                  of such Indebtedness together with all interest thereon, shall
                  at all times be subordinate as to the lien, time of payment
                  and in all other respects, to all sums, including principal,
                  interest and

                                        3


                  other Indebtedness, at any time owing to the Lender under any
                  of the Underlying Instruments. Nothing herein contained is
                  intended or shall be construed to give to Guarantor any right
                  to participate in any way in the right, title or interest of
                  the Lender in or to the collateral securing the Loan,
                  notwithstanding any payments made by Guarantor under this
                  Guaranty, all such rights of participation being hereby
                  expressly waived and released.

6.       Guarantor agrees that to the extent that Borrower makes a payment or
         payments to Lender, which payment or payments or any part thereof are
         subsequently invalidated, declared to be fraudulent or preferential,
         set aside or required, for any of the foregoing reasons or for any
         other reasons, to be repaid or paid over to a custodian, trustee,
         receiver or any other party under any bankruptcy act, state or federal
         law, common law or equitable cause, then to the extent of such payment
         or repayment, the obligation or part thereof intended to be satisfied
         shall be revived and continued in full force and effect as if such
         payment had not been made.

7.       Guarantor makes the following representations and warranties which
         shall survive the execution and delivery of this Guaranty:

         (a)      Guarantor is and, until the Indebtedness is paid in full, will
                  continue to (i) be a duly organized and validly existing
                  entity in good standing under the laws of the state of its
                  formation, (ii) be duly qualified as a foreign entity in each
                  jurisdiction in which the nature of its business makes such
                  qualification necessary or desirable, (iii) have the requisite
                  power and authority to carry on its business as now being
                  conducted, (iv) have the requisite power to execute, deliver
                  and perform its obligations under this Guaranty, and (v)
                  comply with the provisions of all of its organizational
                  documents, and the Legal Requirements of the state of its
                  formation.

         (b)      The execution, delivery and performance of this Guaranty (i)
                  are within the applicable powers of Guarantor; (ii) have been
                  authorized by all requisite action; (iii) have received all
                  necessary approvals and consents, corporate, governmental or
                  otherwise; (iv) does not and will not violate, conflict with,
                  result in a breach of or constitute (with notice or lapse of
                  time, or both) a default under any provision of law, any order
                  or judgment of any court or governmental authority, the
                  articles of incorporation, by-laws, partnership, operating or
                  trust agreement, or other governing instrument of Guarantor,
                  or any indenture, agreement or other instrument to which
                  Guarantor is a party or by which Guarantor or any of
                  Guarantor's assets is or may be bound or affected; (v) does
                  not and will not result in the creation or imposition of any
                  lien, charge or encumbrance whatsoever upon any of Guarantor's
                  assets; and (vi) does not and will not require any
                  authorization or license from, or any filing with, any
                  governmental authority or other body.

         (c)      This Guaranty constitutes the legal, valid and binding
                  obligations of Guarantor, enforceable against Guarantor in
                  accordance with its terms, except as may be limited by (i)
                  bankruptcy, insolvency, reorganization or other similar laws

                                        4


                  affecting the rights of creditors generally, and (ii) general
                  principles of equity (regardless of whether considered in a
                  proceeding in equity or at law).

8.       Guarantor and Borrower are separate and distinct entities with no
         identity of interest with respect to any Indebtedness which may become
         owed or any payments which may be made hereunder. Borrower is not
         contractually bound to Guarantor with respect to any payments hereafter
         made under this Guaranty in any manner which would have the effect of
         imputing the liability of Guarantor hereunder to Borrower.

9.       Guarantor is related and/or affiliated with Borrower, has personal
         knowledge of and is familiar with Borrower's business affairs, books
         and records and has the ability to influence Borrower's financial
         decisions. Guarantor represents that Borrower is in sound financial
         condition as of the date of this Guaranty.

10.      Nothing herein contained shall in any manner affect the lien or
         priority of the Mortgage, and upon the occurrence of an Event of a
         Default, the Lender may invoke any remedies it may have under the
         Underlying Instruments, or this Guaranty, either concurrently or
         successively and the exercise of any one or more of such remedies shall
         not be deemed an exhaustion of such remedy or remedies or a waiver of
         any other remedy or remedies and shall not be deemed an election of
         remedies. Guarantor hereby specifically waives any defense to its
         performance under this Guaranty based upon an election of remedies by
         Lender, including but not limited to an election to foreclose by
         nonjudicial sale under any deed of trust or security agreement and
         pursue any other remedy which destroys, lessens or otherwise affects
         Guarantor's subrogation rights and/or its rights to reimbursement from
         or to proceed against Borrower or any other person, when resulting from
         the judicial or nonjudicial foreclosure (under any deed of trust or
         security agreement) or the selling or otherwise disposing of or
         collecting or applying any property, real or personal, securing the
         Note, or otherwise. The exercise by the Lender of any such remedies
         shall not release or discharge Guarantor from its obligations hereunder
         unless and until the full amount of the Indebtedness evidenced by the
         Note and secured as aforesaid has been fully paid and satisfied, and
         any such release or discharge shall be subject to the provisions of
         paragraph 4(b) hereof.

11.      This Guaranty shall remain in full force and effect until all
         obligations of the Borrower under the Underlying Instruments have been
         satisfied in full and are no longer subject to disgorgement under any
         applicable state or federal creditor rights or bankruptcy laws. No
         delay on the part of the Lender in exercising any options, powers or
         rights, or the partial or single exercise thereof, shall constitute a
         waiver thereof. No waiver of any rights hereunder, and no modification
         or amendment of this Guaranty, shall be deemed to be made by the Lender
         unless the same shall be in writing, duly signed on behalf of the
         Lender, and each such waiver (if any) shall apply only with respect to
         the specific instance involved and shall in no way impair the rights of
         the Lender or the obligations of Guarantor to the Lender in any other
         respect at any other time. This Guaranty and the rights and obligations
         of the Lender and of Guarantor hereunder shall be governed and
         construed in accordance with the laws of the state of Texas, without
         regard to its conflicts of law principles and this Guaranty is binding
         upon Guarantor, Guarantor's heirs,

                                        5


         personal representatives and permitted successors or assigns, and shall
         inure to the benefit of the Lender and its successors or assigns.

12.      Guarantor acknowledges that copies of the Underlying Instruments have
         been made available to Guarantor and that Guarantor is familiar with
         their contents. Guarantor affirmatively agrees that upon any Permitted
         Transfer effected in accordance with the provisions of the Underlying
         Instruments, it shall not be necessary for Guarantor to reaffirm its
         continuing obligations under this Guaranty, but Guarantor will do so
         upon request by Lender; provided, however, in the event a Permitted
         Transfer under items (ii) or (vi) of the Permitted Transfers occurs in
         compliance with the terms and conditions stated in the Mortgage, then
         Borrower may provide a substitute guarantor, acceptable to Lender in
         Lender's sole discretion, to assume the obligations of Guarantor under
         terms and conditions acceptable to Lender. Lender's approval of the
         substitute guarantor shall be deemed granted so long as such substitute
         guarantor is a Qualified Successor.

13.      GUARANTOR AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
         WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS
         BROUGHT BY GUARANTOR OR LENDER IN CONNECTION WITH THIS GUARANTY, ANY OF
         THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED HEREBY, OR ANY OTHER
         STATEMENTS OR ACTIONS OF LENDER.

14.      Each notice, consent, request or other communication under this
         Guaranty (each a "NOTICE") which any party hereto may desire or be
         required to give to the other shall be deemed to be adequate and
         sufficient notice if given in writing and service is made by either (i)
         registered or certified mail, postage prepaid, in which case such
         notice shall be deemed to have been received three (3) business days
         following deposit to U.S. mail; or (ii) nationally recognized overnight
         air courier, next day delivery, prepaid, in which case such notice
         shall be deemed to have been received one (1) business day following
         delivery to such nationally recognized overnight air courier. All
         Notices shall be addressed to Guarantor at its address given on the
         first page hereof, or to Lender at c/o Principal Real Estate Investors,
         LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, Attn: Commercial
         Real Estate Servicing, Loan No. 753821, or to such other place as any
         party may by notice in writing to the other parties designate as a
         place for service of notice.

15.      Each Guarantor (if more than one) whose signature appears below shall
         be deemed to be bound by the provisions of this Guaranty and the
         Guaranteed Obligations, whether each signature was affixed at the same
         or different times, and the term "Guarantor" as used herein shall be
         deemed to refer to each individually, as well as collectively, and each
         of the undersigned shall be jointly and severally liable for the
         Guaranteed Obligations hereunder, both personally and with recourse,
         irrespective of the recourse or non-recourse nature of the Underlying
         Instruments. Guarantor agrees that if this Guaranty is placed in the
         hands of an attorney for enforcement, Guarantor will reimburse Lender
         all expenses incurred, including attorney's fees.

                                        6


16.      This Guaranty may be executed in counterparts, each of which shall be
         deemed an original; and such counterparts when taken together shall
         constitute but one agreement.

17.      Capitalized terms used herein and not otherwise defined shall have the
         meanings given to them in the Underlying Instruments.

                                        7


         IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly
executed and delivered as of the date first set forth above.

                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)



                           SIGNATURE PAGE OF GUARANTOR
                                   TO GUARANTY

42-1579325
- -------------------------------------
(Guarantor's Identification Number)


                                          INLAND WESTERN RETAIL REAL ESTATE
                                          TRUST, INC., a Maryland corporation


                                          By:   /s/ Valerie Medina
                                                --------------------------
                                                Name:  Valerie Medina
                                                       -------------------
                                                Title: Asst. Secretary
                                                       -------------------

                                        8

EX-10.53

                                                                   Exhibit 10.53

                               EIGHTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Eighth
Amendment") is made as of the 8th day of October, 2003 by and between DAM NB,
LLC, having an office c/o David A. Mack Properties, LLC, 30 Jelliff Lane,
Southport, CT (the "SELLER") and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation with offices at 2901 Butterfield Road, Oak Brook, IL 60523
(the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to Purchase and Sale Agreement, on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement, on
September 24 (but dated September 22, 2003), Seller and Purchaser entered into a
Third Amendment to Purchase and Sale Agreement, on September 25, 2003, Seller
and Purchaser entered into a Fourth Amendment to Purchase and Sale Agreement, on
September 26, 2003, Seller and Purchaser entered into a Fifth Amendment to
Purchase and Sale Agreement, October 2, 2003, Seller and Purchaser entered into
a Sixth Amendment to Purchase and Sale Agreement and on October 7, 2003, Seller
and Purchaser entered into a Seventh Amendment to Purchase and Sale Agreement
(the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth
Amendment, Sixth Amendment, Seventh Amendment and the Purchase and Sale
Agreement are collectively referred to herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement as more
particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   The Due Diligence Period has expired and Purchaser has waived its
right to terminate the Agreement pursuant to Section 3 and the penultimate
paragraph of Section 7 of the Agreement.

     2.   Provided Purchaser first delivers to the Seller evidence that it has
in effect commercial general liability insurance that names the Seller as an
additional insured, Purchaser, through a Connecticut licensed environmental
professional ("LEP"), shall be entitled to conduct up to six (6) subsurface
tests on the Premises in the location on or around which a subsurface
investigation was conducted by Marin Environmental Inc. in August 1998, which
location is generally referred to as being on "a portion of the former Acme
Packaging Corporation (formerly 1303 Corbin Avenue)" as more fully described in
the environmental report described in Section 14(a)(xvi) of the Purchase and
Sale

                                        1


Agreement. Purchaser agrees to repair any damage to the Premises caused in
connection with such testing and to restore the Premises to substantially its
present condition. If as a result of the testing, a form filing is required
under the Connecticut Transfer Act, Section 22a-134 et seq. of the Connecticut
General Statutes, as it may be amended (the "Act"), then (a) Purchaser, at its
sole cost and expense, agrees to be the "Certifying party" and to be responsible
for compliance with all aspects and requirements of the Act, including without
limitation, the preparation and filing of all required documents and forms and
the conducting of any and all investigations, remediation, and post-remediation
monitoring required by any approved plan of action resulting from any such
filing; (b) Seller shall sign any forms required under the Act solely in its
capacity as transferor of the Premises and otherwise reasonably cooperate, at
Purchaser's cost, with respect to the foregoing; and (c) Purchaser agrees to
defend and hold Seller its successors or assigns harmless from any and all
claims, damages, losses, liabilities and expenses incurred in connection with
any of Purchaser's obligations hereunder. The terms and provisions of this
paragraph shall survive the Closing hereunder.

     3.   Any capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

     4.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     5.   This Eighth Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.


                (Remainder of this page intentionally left blank)

                                        2


     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.

                                        INLAND REAL ESTATE ACQUISITIONS, INC.


                                        By: /s/ G. Joseph Cosenza
                                           ----------------------
                                                G. Joseph Cosenza
                                           Its  President


                                        DAM NB, LLC

                                        By: /s/ David A. Mack
                                            ------------------------------
                                                David A. Mack, Its Manager

                                        3


                                    EXHIBIT B

                              CONSULTING AGREEMENT

     THIS AGREEMENT made as of the 7th day of October, 2003 by and between
DAVID A. MACK PROPERTIES, LLC ("Manager") AND INLAND MID-ATLANTIC MANAGEMENT
CORP. ("Consultant").

                                    RECITALS

A.   DAM NB LLC ("Owner") is the record, equitable and beneficial owner of those
     certain parcels of real property, and certain improvements located thereon,
     known as CorWest Plaza as further described on EXHIBIT A annexed hereto and
     made a part hereof (which, together with all tangible and intangible
     personal property owned by Owner located on or in or used in connection
     with or pertaining to such real property and improvements, shall
     hereinafter be referred to as the "Property").

B.   Manager is the property manager of the Property pursuant to a Management
     Agreement dated as of May 29, 2003 (the "Management Agreement").

C.   Consultant and Manager desire to set forth their understanding and
     agreement with respect to Consultant providing certain services in
     connection with the management of the Property.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, Consultant and Manager agree as follows:

                                    ARTICLE I

     CONSULTING RETAINMENT. Manager hereby retains Consultant to provide the
     services provided for herein, and Consultant hereby agrees to be so
     retained.

                                   ARTICLE II

     TERM OF AGREEMENT. The term of this Agreement shall commence October 7,
     2003 and continue until the earlier of (a) the closing of the sale of the
     Property from Owner to Inland Real Estate Acquisitions, Inc. ("Inland") or
     its assignee or nominee, or (b) the date on which the Purchase and Sale
     Agreement dated August 22, 2003, as amended, between Owner and Inland
     terminates.

                                        1


                                   ARTICLE III

     (a)  COLLECTION OF FUNDS. Consultant shall collect, in Owner's name, rent
and other sums payable by tenants in accordance with leases or rental agreements
between Owner and tenants of the Property and shall pay all expenses of the
Property that have been approved by Manager.

     (b)  REPAIRS. Consultant shall consult with Manager as to necessary repairs
and alterations to the Property.

     (c)  SERVICE CONTRACTS. Consultant shall consult with Manager as to any
necessary contracts for services and utilities to assure that the Property shall
remain in good condition and properly operating.

     (d)  EMPLOYEES. All persons employed in the operation of the Property shall
be employees of Manager in accordance with the terms of the Management
Agreement.

     (e)  OPERATING ACCOUNT. All funds received by Consultant for or on behalf
of Owner and Manager shall be deposited in a bank in a special federally insured
account maintained by Manager for the deposit of funds of Owner and not mingled
with the funds of Consultant. All funds in such account shall at all times be
and remain the property of Owner. Manager and Consultant shall together
establish a reasonable procedure for Consultant to be able to pay the expenses
of the Property in accordance with this Agreement. The balance of the funds
received by Consultant after payment of the expenses of the Property and
Consultant's compensation as described in paragraph (f) shall be payable to
Owner pursuant to instructions Owner shall provide to Consultant.

     (f)  COMPENSATION. Consultant's compensation for its services under this
Agreement shall be Four and One Half Percent (4 1/2%) of gross receipts received
from the Property during the term of this Agreement. Consultant may deduct its
fee from the gross receipts collected. Gross receipts shall include rent (base,
fixed, percentage, common areas maintenance and otherwise) and all other sums
relating to the Property collected from any source whatsoever and all such rent
and other sums collected for the month of October, 2003 (regardless of whether
collected on or after the date of this Agreement). Consultant and Manager agree
that as of the execution of this Agreement, this is fair compensation for the
duties to be performed by Consultant.

                                   ARTICLE IV

     (a)  DUTIES OF MANAGER. Manager shall perform all duties imposed upon
Manager under the Management Agreement, other than those duties imposed upon
Consultant under this Agreement.

                                        2


     (b)  MANAGER'S INDEMNIFICATION. Manager agrees:

          1.   To hold and save Consultant free and harmless from any damage or
     injuries to persons or property which is wholly occasioned by the
     intentional or grossly negligent act of Manager.

          2.   In connection with the foregoing indemnity, to defend promptly
     and diligently, at Manager's sole expense, any claim, action or proceeding
     brought against Consultant or Manager and Consultant, jointly and
     severally, arising out of or connected with any such damage or injuries for
     which Manager has agreed to indemnify Consultant from any judgment, loss or
     settlement on account thereof.

     (c)  CONSULTANT'S INDEMNIFICATION. Consultant agrees:

          1.   To hold and save Manager free and harmless from any damage or
     injuries to persons or property which is wholly occasioned by the
     intentional or grossly negligent act of Consultant.

          2.   In connection with the foregoing indemnity, to defend promptly
     and diligently, at Consultant's sole expense, any claim, action or
     proceeding brought against Manager or Consultant and Manager, jointly and
     severally, arising out of or connected with any such damage or injuries for
     which Consultant has agreed to indemnify Manager from any judgment, loss or
     settlement on account thereof.

                                    ARTICLE V

     DEFAULT. In the event either Consultant or Manager shall fail in any
material respect to discharge its duties substantially in the manner provided,
then the other party may give written notice of such default to the defaulting
party and the defaulting party shall have the right to cure such default within
a reasonable time not exceeding ten (10) days, if such default is reasonably
capable of being cured within ten (10) days or within such longer period of time
as shall be required to cure such default, provided that (i) commencement of
such cure occurs within ten (10) days from the date of receipt of such notice of
default and (ii) such cure is diligently pursued thereafter.

                                   ARTICLE VI

     (a)  BANKRUPTCY AND INSOLVENCY. In the event a petition in bankruptcy is
filed by or against either Consultant or Manager or in the event that either
shall make an assignment for the benefit of creditors or take advantage of any
insolvency act, the other party hereto may immediately terminate this Agreement
by written notice. Remedies set

                                        3


forth hereinabove shall be in addition to and shall not exclude any other remedy
available under applicable law to the parties hereto.

     (b)  INDEPENDENT CONTRACTOR. It is expressly understood and agreed that
Consultant is and will be an independent contractor in the performance of this
Agreement. No provision hereunder shall be intended to create a partnership or
joint venture with respect to the Property or otherwise.

     (c)  NOTICE. Any notice required or permitted under this Agreement shall be
mailed by certified mail, return receipt requested, addressed as follows:

            To Consultant:    Inland Mid-Atlantic Management Corp.
                              2901 Butterfield Road
                              Oak Brook, IL 60523
                              Attn: JoArme Arments

            To Manager:       Mr. David A. Mack
                              David A. Mack Properties, LLC
                              30 Jelliff Lane
                              Southport, Connecticut 06890

or to such other address as may be specified from time to time by either party
by notice in writing.

     (d)  ASSIGNMENT. All of Consultant's rights and duties under this Agreement
are personal to it and none of them may be assigned or delegated or in any other
manner transferred by voluntary act, operation of law or otherwise.

     (e)  SUCCESSORS AND AMENDMENT. All terms and conditions of this Agreement
shall be binding upon the parties hereto and their respective successors and
assigns. This Agreement may not be modified or amended, except by written
agreement of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first hereinabove written.

                                        CONSULTANT:
WITNESS:                                INLAND MID-ATLANTIC
                                        MANAGEMENT CORP.


/s/ [ILLEGIBLE]                         By: /s/ [ILLEGIBLE]
- ------------------------------              ---------------------------

                                        4


                                        MANAGER:
WITNESS:                                DAVID A. MACK PROPERTIES, LLC


/s/ [ILLEGIBLE]                         By: /s/ David A. Mack
- ------------------------------              ---------------------------

                                        5


                        EXHIBIT A TO CONSULTING AGREEMENT



                              SEVENTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS SEVENTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Seventh
Amendment") is made as of the 7th day of October, 2003 by and between DAM NB,
LLC, having an office c/o David A. Mack Properties, LLC, 30 Jelliff Lane,
Southport, CT (the "SELLER") and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation with offices at 2901 Butterfield Road, Oak Brook, IL 60523
(the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to Purchase and Sale Agreement, on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement, on
September 24 (but dated September 22, 2003), Seller and Purchaser entered into a
Third Amendment to Purchase and Sale Agreement, on September 25, 2003, Seller
and Purchaser entered into a Fourth Amendment to Purchase and Sale Agreement, on
September 26, 2003, Seller and Purchaser entered into a Fifth Amendment to
Purchase and Sale Agreement and on October 2, 2003, Seller and Purchaser entered
into a Sixth Amendment to Purchase and Sale Agreement (the First Amendment,
Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment and the Purchase and Sale Agreement are collectively referred to
herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement as more
particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   The Due Diligence Period for environmental conditions and issues
relating to the CVS parcel shall be extended from 5:00 p.m. eastern daylight
time on October 7, 2003 to 4:00 p.m. eastern daylight time on October 8, 2003.

     2.   Purchaser agrees to amend, and shall cause Inland Mid-Atlantic
Management Corp. ("Consultant") to execute an amendment to, Article III(f) of
the Consulting Agreement dated October 7, 2003 between Seller and Consultant to
provide that for the month of October and the month of the Closing, Consultant's
compensation shall be pro rated as follows: (a) compensation for the month of
October shall be based on the number of days in October between the expiration
of the due diligence period described in Paragraph 1 of this Seventh Amendment
and October 31 and (b) compensation for the month of the Closing shall be based
on the number of days and gross receipts collected from the first of the month
to the Closing Date. For example, if

                                        1


the due diligence period in Paragraph 1 of this Seventh Amendment expires on
October 8, 2003, Consultant shall be entitled to 23/31 of 4.5% of gross receipts
for October and if the Closing occurs on January 6, 2004, Purchaser shall be
entitled to 5/31 of 4.5% of the gross receipts collected through January 5,
2004.

     3.   Any capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

     4.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     5.   This Seventh Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)

                                        2


     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals of the day and year first above written.

                                        INLAND REAL ESTATE ACQUISITIONS, INC.


                                        By: /s/ G. Joseph Cosenza
                                            --------------------------------
                                                G. Joseph Cosenza
                                                Its  President


                                        DAM NB, LLC

                                        By: /s/ David A. Mack
                                           ---------------------------------
                                                David A. Mack, Its Manager

                                        3


                               SIXTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS SIXTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Sixth
Amendment") is made as of the 2nd day of October, 2003 by and between DAM NB,
LLC, having an office c/o David A. Mack Properties, LLC, 30 Jelliff Lane,
Southport, CT (the "SELLER") and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation with offices at 2901 Butterfield Road, Oak Brook, IL
60523 (the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to Purchase and Sale Agreement, on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement, on
September 24 (but dated September 22, 2003), Seller and Purchaser entered into a
Third Amendment to Purchase and Sale Agreement, on September 25, 2003, Seller
and Purchaser entered into a Fourth Amendment to Purchase and Sale Agreement,
and on September 26, 2003, Seller and Purchaser entered into a Fifth Amendment
to Purchase and Sale Agreement, (the First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, Fifth Amendment and the Purchase and Sale Agreement
are collectively referred to herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement as more
particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   The Due Diligence Period has expired and Purchaser has waived its
right to terminate the Agreement pursuant to Section 3 of the Agreement except
for environmental conditions and issues relating to the CVS parcel for which
Purchaser shall have until 5:00 p.m. eastern daylight time on October 7, 2003 to
review.

     2.   The Survey and Title Commitment referenced in Section 7 of the
Agreement have been delivered to Purchaser and Purchaser has no objections to
the Survey and the only objections to the Title Commitment are the removal of
the liens to Seller's mortgagee, M&T Bank as of the Closing. Attached hereto as
EXHIBIT C is a pro forma title insurance policy for the Premises, including
title endorsements (the "Pro Forma"). As provided in Section 4(b) of the
Agreement, issuance of the Title Policy is a condition to Closing. Seller and
Purchaser agree that, in order to satisfy the foregoing condition, the Title
Policy issued by the Title Insurer shall comply with and be in the form and
substance of the Pro Forma.

                                        1


     3.   Seller agrees to use reasonable efforts to obtain an estoppel
certificate substantially in the form attached hereto as EXHIBIT A dated no
earlier than 45 days prior to the Closing, from the owner of the ACME Property
described in a Declaration of Easements, Covenants and Restrictions by and
between Acme Packaging Corporation and NB Realty Corp. dated February 5, 1999
and recorded in Volume 1297 at Page 44 of the New Britain Land Records.

     4.   (a)    As of the date of this Agreement, Rent-A-Center East, Inc.,
successor-in-interest to Rentown, LLC ("Rentown"), a tenant at the Property, has
elected to contract, as of April 30, 2004, its demised premises by 988 square
feet, the location of which space is depicted on Exhibit A to the First
Amendment of Lease dated February 15, 2001 (the "Vacant Space"). At Closing,
Seller will establish an escrow (the "Vacancy Escrow") for the Vacant Space in
the amount of $34,786 (the "Vacancy Funds"). At Closing, Seller shall also pay
into escrow the amount of $17,784 which Seller and Purchaser agree is the
estimated cost to perform all work necessary to cause the Vacant Space to be
physically demised from the remaining Rentown space and to be in a so-called
"vanilla-box" condition (i.e., building standard lights, ceiling, floors, doors,
walls, washrooms, etc.) and for leasing commissions, fees and other compensation
which may be payable to any persons, brokers, firms or other parties in
connection with the procurement of a Qualified Replacement Leases for the Vacant
Space during the Vacancy Term (the "Vanilla Box and Leasing Commission Funds").

          (b)    Commencing on May 1, 2004, and on the first business day of
each month thereafter, an amount equal to $1,743.80 shall be paid to Purchaser,
until all Vacancy Funds have been disbursed in accordance with the terms of this
Section 4 (the "Monthly Disbursement"). If a Qualified Replacement Lease
(hereinafter defined) is consummated for any portion of the Vacant Space (such
space to which such Qualified Replacement Lease applies to be hereinafter
referred to as the "Leased Vacant Space"), then Seller shall be entitled to
receive a disbursement from the Vacancy Escrow, as of the date that the tenant
under such Qualified Replacement Lease first begins paying rent, in an amount
equal to then remaining funds in the Vacancy Escrow, multiplied by a fraction,
the numerator of which shall be the floor area of the applicable Leased Vacant
Space, and the denominator of which shall be the floor area of the Vacant Space
immediately prior to the consummation of the applicable Qualified Replacement
Lease. Such disbursement shall be made to Seller on the next day after the
Qualified Replacement Lease is consummated upon which a Monthly Disbursement
shall be made to Purchaser. If there is any period of time between the date when
rent is first payable under a Qualified Replacement Lease and the date which the
Qualified Replacement Lease is deemed consummated, the Monthly Disbursements
attributable thereto shall be held in escrow until the Qualified Replacement
Lease is deemed consummated, at which point such amounts shall be disbursed to
Seller. Also, upon the consummation of a Qualified Replacement Lease for less
than all of the Vacant Space, the amount of the Monthly Disbursement shall be
adjusted to be the amount of funds remaining in the Vacancy Escrow after payment
of the disbursement to Seller, divided by the remaining number of months (or
fraction thereof) in the Vacancy Term (as hereinafter defined). For the purposes
hereof, the term "Qualified Replacement Lease" shall be deemed consummated when
a lease of any portion of the Vacant Space (A) with a bona fide third party
tenant which has accepted the premises without qualification, is in possession
of the applicable premises, is open to the public, and is paying full rent,
including, without limitation, any pass-throughs set forth in such lease, (B)
for which Purchaser has approved the terms and conditions, (C) with a tenant
whose use and credit have been

                                        2


approved by Purchaser, and whose use otherwise does not conflict with or violate
any exclusive right granted any other tenant of the Property or any use
prohibited by Purchaser or the owner of the Property, (D) with respect to which
demised space a final certificate of occupancy has been issued or a temporary
certificate of occupancy has been issued that is reasonably acceptable to
Purchaser, (E) with respect to which an estoppel certificate has been executed
by the tenant stating that all tenant allowances have been paid in full, that
the tenant is not entitled to any further tenant allowances, credits,
concessions or free rent periods, that the term of the lease has commenced, and
that the lease is in full force and effect and neither landlord nor tenant are
in default of the lease, and (F) with respect to which reasonable evidence has
been provided to Purchaser that any leasing commission has been paid in full.
Additionally, all Qualified Replacement Leases must be so-call net (as opposed
to gross) leases, and must be on a form of lease approved by Purchaser. For the
purposes hereof, the term "Vacancy Term" shall mean the period from May 1, 2004
until the second anniversary of the Closing. Purchaser shall be obligated to pay
for any and all (i) fit out of tenant space necessary to release Vacant Space
during the Vacancy Term, (ii) rental concessions payable with respect to any
Qualified Replacement Lease for Vacant Space entered into during the Vacancy
Term, and (iii) leasing commissions, fees and other compensation payable to any
persons, brokers, firms or other parties in connection with the procurement of
Qualified Replacement Leases for Vacant Space during the Vacancy Term
(collectively, the "Leasing Costs"); provided, however, that Purchaser shall be
entitled to use the Vanilla Box and Leasing Commission Funds to pay for any
Leasing Costs as and when such Leasing Costs become due and payable and
regardless of whether the applicable lease satisfies, as of the date of payment,
the conditions of a Qualified Replacement Lease. Additionally, pursuant to the
terms of the Rentown lease, the landlord is required to construct a demising
wall between the Vacant Space and Rentown's remaining demised premises.
Purchaser shall have the right to use the Vanilla Box and Leasing Commission
Funds to pay for the cost and expense of constructing such demising wall. Any
portion of the Vanilla Box and Leasing Commission Funds that is remaining after
payment in full of the costs in (i), (ii) and (iii) above (the "Remaining
Funds") shall be paid to Purchaser.

          (c)    From and after the Closing Date, Seller shall have the right,
subject to Purchaser's requirements, restrictions, rules and regulations, to
market and advertise the Vacant Space for lease; provided, however, that Seller
shall in no event have any power or authority to execute any lease or otherwise
bind Purchaser (or the owner of the Property). Seller shall indemnify Purchaser
and the owner of the Property for any loss, liability, damage, cost or expense
(including, without limitation, court costs and reasonable attorneys' fees)
suffered or incurred by Purchaser or such owner in connection with or on account
of Seller's (i) demising the Vacant Space from the remaining Rentown space, and
(ii) marketing and advertising the Vacant Space for lease, including, without
limitation, Seller's or its agents' or representatives' entry upon the Property
to show any portion of the Vacant Space. Additionally, prior to entering upon
the Property from and after the Closing Date, Seller, its agents and
representatives shall provide Purchaser and the owner of the Property with an
original certificate evidencing that such parties have in full force and effect
a comprehensive general liability insurance policy (which may be a part of
Seller's blanket insurance policy) insuring on an occurrence basis against
claims for bodily injury (including death) and/or property damage, and
specifically endorsed to include coverage for contractual liability, independent
contractors and broad form property damage, having a minimum limit of one
million dollars ($1,000,000) per occurrence, combined single limit, and naming
Purchaser, the owner of the Property (if different than Purchaser) and any other
parties designated by Purchaser as an additional

                                        3


insured, Seller shall keep such insurance in effect throughout the period when
Seller is entering the Property under this subsection(c).

          (d)    At Closing, the parties will enter into a mutually acceptable
escrow agreement with the Title Insurer, as escrow agent, incorporating the
terms, conditions and obligations of the Vacancy Escrow and Vanilla Box and
Leasing Commission Escrow set forth in this Section 4. Any and all funds
remaining in the Vacancy Escrow and Vanilla Box and Leasing Commission Escrow at
the end of the Vacancy Term shall be disbursed and paid to Purchaser.

     5.   Section 14(a)(v) is amended to add the following sentence thereto:
"There are no Contracts affecting the Premises to which Seller is a named
party."

     6.   Upon Purchaser's written request no later than thirty (30) days prior
to the Closing, Seller will notify Stop and Shop t that effective on the Closing
Date, neither Stop and Shop or its contractors should perform any services at
the Shopping Center other than to Stop and Shop's demised premises.

     7.   Simultaneously with the execution of this Sixth Amendment, affiliates
of Seller and Purchaser shall enter into the consulting agreement attached
hereto as EXHIBIT B (the "Consulting Agreement"). If the Closing does not occur
for any reason other than Seller default, Purchaser shall immediately repay to
Seller all fees paid to the Consultant under the Consulting Agreement.

     8.   Seller agrees, at its cost and expense, to have the benefit of the
Single Ply Systems (3 roof warranties for the CVS, Retail A and Retail B
buildings, respectively) and Solar Seal Company warranties extended and/or
assigned to Inland Southeast New Britain, L.L.C.

     9.   Section 6 of the Agreement is amended to add the following
subsections:

          (w)    A notice addressed to the guarantor of the Stop and Shop lease
          of the transfer of ownership of the property and of the assignment of
          such guarantor's guaranty; and

          (x)    An original of the August 21, 2003 letter signed by Stop and
          Shop in which it waived its rights to buy the property in satisfaction
          of Section 34 of the Agreement. Purchaser acknowledges having received
          a copy of the letter by facsimile on August 27, 2003.

     10.  Section 14(a)(xii) is amended to add "except with respect to the
signs" before the words "are presently used and operated in compliance with all
Licenses, all Legal Requirements." Seller agrees to use commercially reasonable
efforts to obtain, at its cost and expense, a variance that would permit the
tenants on Parcel B that are listed on the CVS sign to be listed on the CVS sign
and CVS to be listed on the West Main Street pylon sign.

                                        4


     11.  (a)    Section 4(b) is amended by adding a new subparagraph (vi) as
follows:

          "(vi)  Delivery to the Purchaser not less than three (3) days prior to
          the Closing Date, of copies of executed lease amendments, estoppel
          letters or other written agreements (the "Tenant CAM Document") from
          all tenants of the Premises other than Stop and Shop which, in either
          event, shall include an acknowledgement by tenant that (x) its pro
          rata share for taxes is ___% based on the square footage of the
          buildings located only on its respective parcel (which buildings have
          an aggregate square footage of 26,150 or 88,861) and the real estate
          tax bill attributable to such parcel and (y) its pro rata share for
          common area maintenance expenses and insurance premiums and costs is
          ___% based on the square footage of the buildings of the entire
          shopping center complex (which buildings have an aggregate square
          footage of 115,011) and not just its parcel and the common area
          maintenance expenses and insurance premiums and costs incurred by the
          landlord or is designee(s) relating to the entire shopping center
          complex (collectively, the "Required Language"). The Required Language
          must confirm that each tenant's pro rata share for taxes and for
          common area maintenance expenses and insurance premiums and costs is
          at least the percentage as set forth on EXHIBIT D to that certain
          Sixth Amendment to Purchase and Sale Agreement dated October 2, 2003,
          between Seller and Purchaser (the "Sixth Amendment").

          (b)    The last paragraph of Section 4(b) is further amended by adding
to the beginning of the first sentence "Except with respect to a failure to
satisfy the condition precedent set forth in subsection (b)(vi) above..." and by
adding the following language to the end of that paragraph:

          "Notwithstanding the foregoing, if the condition precedent set forth
          in subsection (b)(vi) is not satisfied for any tenant, then Purchaser
          shall not have the option to terminate this Agreement. In such event,
          at Closing, Seller will establish an escrow (the "Tenant CAM Escrow")
          to be held and disbursed as hereinafter set forth. The Tenant CAM
          Escrow shall be in an amount determined by dividing 7.428% (the "Cap
          Rate") into the amount determined by taking the square footage of the
          tenant(s) for whom Seller did not deliver a Tenant CAM Document
          divided by 115,011 and multiplied by $140,000 (the "Tenant CAM
          Funds"). For the period from the Closing until (and including)
          December 31, 2005 (the "Tenant CAM Term"), if after using commercially
          reasonable effort (which shall not require Purchaser to sue or file
          suit against any tenant), Purchaser suffers a Loss, as hereinafter
          defined, then Purchaser shall be entitled to that amount of the Tenant
          CAM Funds that is equal to the Loss divided by the Cap Rate, which
          shall be paid as hereinafter provided. For example, if Seller does not
          deliver a Tenant CAM Document for a tenant leasing 5,000 square feet,
          the Tenant CAM Escrow Funds would equal $81,938

                                        5


          determined as follows:[(5,000/115,011) x $140,000] = $6,086.37 which
          is divided by .07428. If during the Tenant CAM Term, it is determined
          that the Loss to Purchaser is $1,000 annually, then Purchaser will be
          entitled to $13,463 (1,000/.07428) from the Tenant CAM Escrow and the
          remainder of the Tenant CAM Escrow, $68,475 plus interest earned,
          shall be paid to Seller. A Loss shall mean the annual amount of any
          damage, liability, loss, cost or expense, or so-called "leakage,"
          actually realized by Purchaser in reimbursement of common area
          maintenance expenses, insurance premiums and costs on account of (x)
          any tenants being billed for their pro rata shares at percentages less
          than the respective percentages set forth in Exhibit A attached to the
          Sixth Amendment (y) Landlord's inability to include the expenses of
          Parcel B on EXHIBIT A (including the costs and expenses of Stop &
          Shop, as Landlord's so-called designee or otherwise, incurred in
          connection with providing common area maintenance to Parcel B or any
          portion thereof) in Landlord's common area maintenance expenses billed
          to CVS, and/or (z) Landlord's inability to include the expenses of
          Stop and Shop, as Landlord's so-called designee or otherwise, in
          Landlord's common area maintenance expenses billed to the tenants on
          Parcel B on EXHIBIT A other than Stop and Shop. The parties will enter
          into a mutually acceptable escrow agreement with the Title Insurer, as
          escrow agent, incorporating the terms, conditions and obligations of
          the Tenant CAM Escrow. In January of 2006, Purchaser shall issue a
          notice to the Title Insurer and Seller, stating its good faith
          determination of the amount of the Loss, if any, and the amount to
          which it is entitled under the terms of this paragraph, and the Title
          Insurer shall disburse such amount to Purchaser. Subject to
          disbursement of any amounts payable to Purchaser pursuant to this
          paragraph, any and all funds remaining in the Tenant CAM Escrow at the
          end of the Tenant CAM Term shall be disbursed to Seller."

          (c)    Section 4(b)(i) is amended by adding at the end thereof, the
following language:

          "Notwithstanding the foregoing, Seller may not satisfy this condition
          (i.e. providing a Landlord Estoppel) with respect to any tenant who
          has not signed a Tenant CAM Document, as defined below, containing the
          Required Language, as defined below."

     12.  Any capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreement.

     13.  As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     14.  This Sixth Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall

                                        6


constitute but one and the same agreement and (b) by facsimile which shall be
considered and constitute an original executed and delivered agreement.


                (Remainder of this page intentionally left blank)

                                        7


     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.

                                        INLAND REAL ESTATE ACQUISITIONS, INC


                                        By: /s/ G. Joseph Cosenza
                                            ------------------------------
                                                G. Joseph Cosenza
                                            Its President


                                        DAM NB, LLC

                                        By: /s/ David A. Mack
                                            ------------------------------
                                                David A. Mack, Its Manager

                                        8


                                    EXHIBIT A
                              ESTOPPEL CERTIFICATE

[Date]

Inland Southeast New Britain, L.L.C.
2901 Butterfield Road
Oak Brook, Illinois 60523.

     Re:  CorWest Plaza (the "Property") located at the corner of Corbin Avenue
          and West Main Street, New Britain, CT; Declaration of Easements,
          Covenants and Restrictions (the "Declaration") by and between Acme
          Packing Corporation and NB Realty Corp. dated February 5, 1999 and
          recorded in Volume 1297 at Page 44 of the New Britain Land Records

Ladies and Gentlemen:

     Please refer to the Declaration. All terms not otherwise defined in this
certificate shall have the meanings ascribed to them in the Declaration. We, the
undersigned, state, certify and confirm to Inland Southeast New Britain, L.L.C.
(the "Purchaser") and its lenders, and their respective successors and assigns,
as the prospective purchaser of the Property, part of which is described as the
NB Property in the Declaration, the following:

          (i) the referenced Declaration is in full force and effect and has not
been modified, except as follows:_____________________(if none, state "None");

          (ii) all obligations (including, without limitation, all obligations
under Sections 2, 3 and 4 of the Declaration) to have been performed as of the
date of this Estoppel Certificate by or on behalf of the owners of the NB
Property (as defined in the Declaration) have been duly and fully performed;

          (iii) no parties to the Declaration are in default thereunder, and no
event has occurred which, with the giving of notice or passage of time, or both,
could result in such default; and

          (iv) there are no existing disputes, and there have been no past
disputes, regarding any matter relating to the Declaration or any party's
compliance with the terms, provisions, covenants and conditions contained
therein.

                                        ACME PACKAGING CORPORATION


                                        By:
                                           --------------------------

                                             Its

                                        1


                                    EXHIBIT B

                              CONSULTING AGREEMENT

     THIS AGREEMENT made as of the 7th day of October, 2003 by and between DAVID
A. MACK PROPERTIES, LLC ("Manager") and INLAND MID-ATLANTIC MANAGEMENT CORP.
("Consultant").

                                    RECITALS

A.   DAM NB LLC ("Owner") is the record, equitable and beneficial owner of those
     certain parcels of real property, and certain improvements located thereon,
     known as CorWest Plaza as further described on EXHIBIT A annexed hereto and
     made a part hereof (which, together with all tangible and intangible
     personal property owned by Owner located on or in or used in connection
     with or pertaining to such real property and improvements, shall
     hereinafter be referred to as the "Property").

B.   Manager is the property manager of the Property pursuant to a Management
     Agreement dated as of May 29, 2003 (the "Management Agreement").

C.   Consultant and Manager desire to set forth their understanding and
     agreement with respect to Consultant providing certain services in
     connection with the management of the Property.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, Consultant and Manager agree as follows:

                                    ARTICLE I

     CONSULTING RETAINMENT. Manager hereby retains Consultant to provide the
     services provided for herein, and Consultant hereby agrees to be so
     retained.

                                   ARTICLE II

     TERM OF AGREEMENT. The term of this Agreement shall commence October 7,
     2003 and continue until the earlier of (a) the closing of the sale of the
     Property from Owner to Inland Real Estate Acquisitions, Inc. ("Inland") or
     its assignee or nominee, or (b) the date on which the Purchase and Sale
     Agreement dated August 22, 2003, as amended, between Owner and Inland
     terminates.

                                        1


                                   ARTICLE III

     (a)  COLLECTION OF FUNDS. Consultant shall collect, in Owner's name, rent
and other sums payable by tenants in accordance with leases or rental agreements
between Owner and tenants of the Property and shall pay all expenses of the
Property that have been approved by Manager.

     (b)  REPAIRS. Consultant shall consult with Manager as to necessary repairs
and alterations to the Property.

     (c)  SERVICE CONTRACTS. Consultant shall consult with Manager as to any
necessary contracts for services and utilities to assure that the Property shall
remain in good condition and properly operating.

     (d)  EMPLOYEES. All persons employed in the operation of the Property shall
be employees of Manager in accordance with the terms of the Management
Agreement.

     (e)  OPERATING ACCOUNT. All funds received by Consultant for or on behalf
of Owner and Manager shall be deposited in a bank in a special federally insured
account maintained by Manager for the deposit of funds of Owner and not mingled
with the funds of Consultant. All funds in such account shall at all times be
and remain the property of Owner. Manager and Consultant shall together
establish a reasonable procedure for Consultant to be able to pay the expenses
of the Property in accordance with this Agreement. The balance of the funds
received by Consultant after payment of the expenses of the Property and
Consultant's compensation as described in paragraph (f) shall be payable to
Owner pursuant to instructions Owner shall provide to Consultant.

     (f)  COMPENSATION. Consultant's compensation for its services under this
Agreement shall be Four and One Half Percent (4 1/2%) of gross receipts received
from the Property during the term of this Agreement. Consultant may deduct its
fee from the gross receipts collected. Gross receipts shall include rent (base,
fixed, percentage, common areas maintenance and otherwise) and all other sums
relating to the Property collected from any source whatsoever and all such rent
and other sums collected for the month of October, 2003 (regardless of whether
collected on or after the date of this Agreement). Consultant and Manager agree
that as of the execution of this Agreement, this is fair compensation for the
duties to be performed by Consultant.

                                   ARTICLE IV

     (a)  DUTIES OF MANAGER. Manager shall perform all duties imposed upon
Manager under the Management Agreement, other than those duties imposed upon
Consultant under this Agreement.

                                        2


     (b)  MANAGER'S INDEMNIFICATION. Manager agrees:

          1.   To hold and save Consultant free and harmless from any damage or
     injuries to persons or property which is wholly occasioned by the
     intentional or grossly negligent act of Manager.

          2.   In connection with the foregoing indemnity, to defend promptly
     and diligently, at Manager's sole expense, any claim, action or proceeding
     brought against Consultant or Manager and Consultant, jointly and
     severally, arising out of or connected with any such damage or injuries for
     which Manager has agreed to indemnify Consultant from any judgment, loss or
     settlement on account thereof.

     (c)  CONSULTANT'S INDEMNIFICATION. Consultant agrees:

          1.   To hold and save Manager free and harmless from any damage or
     injuries to persons or property which is wholly occasioned by the
     intentional or grossly negligent act of Consultant.

          2.   In connection with the foregoing indemnity, to defend promptly
     and diligently, at Consultant's sole expense, any claim, action or
     proceeding brought against Manager or Consultant and Manager, jointly and
     severally, arising out of or connected with any such damage or injuries for
     which Consultant has agreed to indemnify Manager from any judgment, loss or
     settlement on account thereof.

                                    ARTICLE V

     DEFAULT. In the event either Consultant or Manager shall fail in any
material respect to discharge its duties substantially in the manner provided,
then the other party may give written notice of such default to the defaulting
party and the defaulting party shall have the right to cure such default within
a reasonable time not exceeding ten (10) days, if such default is reasonably
capable of being cured within ten (10) days or within such longer period of time
as shall be required to cure such default, provided that (i) commencement of
such cure occurs within ten (10) days from the date of receipt of such notice of
default and (ii) such cure is diligently pursued thereafter.

                                   ARTICLE VI

     (a)  BANKRUPTCY AND INSOLVENCY. In the event a petition in bankruptcy is
filed by or against either Consultant or Manager or in the event that either
shall make an assignment for the benefit of creditors or take advantage of any
insolvency act, the other party hereto may immediately terminate this Agreement
by written notice. Remedies set

                                        3


forth hereinabove shall be in addition to and shall not exclude any other remedy
available under applicable law to the parties hereto.

     (b)  INDEPENDENT CONTRACTOR. It is expressly understood and agreed that
Consultant is and will be an independent contractor in the performance of this
Agreement. No provision hereunder shall be intended to create a partnership or
joint venture with respect to the Property or otherwise.

     (c)  NOTICE. Any notice required or permitted under this Agreement shall be
mailed by certified mail, return receipt requested, addressed as follows:


           To Consultant:     Inland Mid-Atlantic Management Corp.
                              2901 Butterfield Road
                              Oak Brook, IL 60523
                              Attn: JoAnne Armenta

           To Manager:        Mr. David A. Mack
                              David A. Mack Properties, LLC
                              30 Jelliff Lane
                              Southport, Connecticut 06890

or to such other address as may be specified from time to time by either party
by notice in writing.

     (d)  ASSIGNMENT. All of Consultant's rights and duties under this Agreement
are personal to it and none of them may be assigned or delegated or in any other
manner transferred by voluntary act, operation of law or otherwise.

     (e)  SUCCESSORS AND AMENDMENT. All terms and conditions of this Agreement
shall be binding upon the parties hereto and their respective successors and
assigns. This Agreement may not be modified or amended, except by written
agreement of the parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first hereinabove written.

                                        CONSULTANT:
WITNESS:                                INLAND MID-ATLANTIC
                                        MANAGEMENT CORP.


                                        BY:
- --------------------------------           ------------------------------

                                        4


                                        MANAGER:
WITNESS:                                DAVID A. MACK PROPERTIES, LLC


                                        BY:
- --------------------------------           ------------------------------

                                        5


                        EXHIBIT A TO CONSULTING AGREEMENT



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                                  SCHEDULE A


    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                  No: 2341-25315


       Date of Policy:                    Amount of Insurance:  $33,000,000.00

1.     Name of Insured:

       Inland Southeast New Britain, LLC., a Delaware limited liability company


2.     The estate or interest in the land which is covered by this Policy is:

       FEE SIMPLE


3.     Title to the estate or interest in the land is vested in the Insured.

4.     The land herein described is encumbered by the following mortgage or
       trust deed, and assignments:

       None


       and the mortgages or trust deeds, If any, shown in Schedule B hereof.

5.     The land referred to in this Policy is known as:

       Address:       665 & 687 West Main Street
       City/Town:     New Britain
       County:        Hartford
       State:         CT


       (LEGAL DESCRIPTION CONTINUED ON ATTACHED PAGE)


                This Policy valid only if Schedule B is attached.

                                   Page A - 1


                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                            SCHEDULE A (cont'd)

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                NO: 2341-25315


        FIRST PIECE (665 WEST MAIN STREET):

        A certain piece or parcel of land, together with all buildings and
        improvements thereon, located on Corbin Avenue and West Main Street, in
        the City of New Britain, County of Hartford and State of Connecticut,
        and shown as "MONTOWESE INDUSTRIAL PARK, INC. AREA = 576,895.08 S.F. OR
        AREA = 13.244 AC" on a survey entitled "Property Boundary & Easement
        Plan Prepared for Montowese Industrial Park, Inc. Laura-Howard Realty
        Co., Inc. Corbin Ave. & West Main St. New Britain, CT Scale 1" = 50'
        December 27, 1999 Sheet: Plan 3 KJA Map #47-26", revised to December
        11, 2002, made by Kratzert, Jones & Assoc. Inc., Civil Engineers-Land
        Surveyors-Site Planners-Building Engineers, 1755 Meriden-Waterbury
        Turnpike, Milldale, CT, which survey is filed in the Office of the Town
        Clerk of the said Town of New Britain in Map Volume 26 at Page 68. Said
        premises are more particularly bounded and described as follows:

        Starting at the point of commencement, said point near the northeast
        corner of the parcel herein described, and along the western boundary of
        land now or formerly of The Stanley Works, and 213.71 feet north of land
        now or formerly of Acme Steel; thence S 10 DEG. 59' 20" W, 213.71 feet
        to a point; thence N 79 DEG. 02' 47" W, 61.50 feet to a point; thence S
        10 DEG. 48' 39" W, 288.17 feet to a point; thence S 78 DEG. 46' 35" E,
        71.50 feet to a point; thence S 09 DEG. 11' 13" W, 439.95 feet to a
        point; thence N 73 DEG. 51' 20" W, 142.13 feet to a point; thence S 08
        DEG. 28' 13" W, 230.00 feet to a point; thence N 73 DEG. 42' 17" W,
        109.20 feet to a point; thence N 11 DEG. 01' 15" E, 238.20 feet to a
        point; thence N 79 DEG. 11' 21" W, 94.01 feet to a point; thence N 10
        DEG. 48' 39" E, 216.63 feet to a point; thence N 80 DEG. 50' 46" W,
        382.34 feet to a point; thence N 08 DEG. 30' 21" E, 193.71 feet to a
        point; thence along a curve to the right having the following
        dimensions: a delta of 24 DEG. 45' 16", a radius length of 470.00 feet
        and an arc length of 203.06 feet; thence N 33 DEG. 15' 34" E, 334.04
        feet to a point; thence S 84 DEG. 48' 06" E, 186.63 feet to a point;
        thence N 05 DEG. 11' 54" E, 50.08 feet to a point; thence N 33 DEG. 28'
        27" E, 56.72 feet to a point; thence S 84 DEG. 37' 52" E, 262.33 feet to
        a point; thence S 05 DEG. 11' 54" W, 148.79 feet to a point; thence S 85
        DEG. 17' 26" E, 61.30 feet to a point, said point at the point and place
        of commencement.

        Together with rights as set forth in a Reciprocal Easement Agreement by
        and between Laura-Howard Realty Company, Inc. and Montowese Industrial
        Park, Inc. dated February 28, 2000 and recorded in Volume 1342 at Page
        645 of the New Britain Land Records.

        Together with rights as set forth in a Declaration of Easements,
        Covenants and Agreements by and between Acme Packaging Corporation and
        N.B. Realty Corp., Inc. dated February 5, 1999 and recorded in Volume
        1297 at Page 44 of the New Britain Land Records.

        SECOND PIECE (687 WEST MAIN STREET):

        A certain piece or parcel of land, together with all buildings and
        improvements thereon, located on Corbin Avenue and West Main Street, in
        the City of New Britain, County of Hartford and State of Connecticut,
        and shown as "LAURA-HOWARD REALTY CO., INC. AREA = 179,954.82 S.F. OR
        AREA = 4.131 AC." on a survey entitled "Property Boundary & Easement
        Plan Prepared for Montowese Industrial Park, Inc., Laura-Howard Realty
        Co., Inc. Corbin Ave. & West Main St. New Britain, CT Scale 1" = 50'
        December 27, 1999 Sheet: Plan 3", revised to December 11, 2002, made by
        Kratzert, Jones & Assoc. Inc., Civil Engineers-Land Surveyors-Site
        Planners-Building Engineers, 1755 Meriden-Waterbury Turnpike, Milldale,
        CT, which survey is filed as Map No. [ILLEGIBLE].



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                            SCHEDULE A (cont'd)

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                NO: 2341-25315


        Starting at the point of commencement, said point being the southwest
        corner of the parcel herein described along the northerly street line of
        West Main Street; thence N 08 DEG. 30' 21" E, a distance of 400.00
        feet to a point; thence S 80 DEG. 50' 46" E, a distance of 382.34
        feet to a point; thence S 10 DEG. 48' 39" W, a distance of 216.63
        feet to a point; thence S 79 DEG. 11' 21" E, a distance of 94.01 feet
        to a point; thence S 11 DEG. 01' 15" W, a distance of 238.20 feet to a
        point; thence N 73 DEG. 42' 17" W, a distance of 161.35 feet to a
        point; thence N 73 DEG. 42' 17" W, a distance of 300 feet to the
        point or place of beginning.

        Together with rights as set forth in a Reciprocal Easement Agreement by
        and between Laura-Howard Realty Company, Inc. and Montowese Industrial
        Park, Inc. dated February 28, 2000 and recorded in Volume 1342 at Page
        645 of the New Britain Land Records.



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                                    SCHEDULE B

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                NO: 2341-25315

        This Policy does not insure against loss or damage (and the Company will
        not pay costs, legal fees, or expenses) which arise by reason of the
        following items, and the mortgage, if any referred to in Item 4 of
        Schedule A.

  M          AS TO FIRST PIECE (665 WEST MAIN STREET):

  P     1.   Right of Way for Sewer from The Stanley Works to The City of New
             Britain dated July 18, 1929 and recorded in Volume 232 at Page 332
             of the New Britain Land Records.

  Q     2.   Easement in favor of The Connecticut Light and Power Company dated
             March 23, 1959 and recorded in Volume 483 at Page 189 of the New
             Britain Land Records; modified by virtue of a Modification of
             Easement recorded on October 3, 2002 in Volume 1428 at Page 963 of
             the said Land Records.

  R     3.   Easement in favor of The Connecticut Light and Power Company dated
             March 31, 1988 and recorded in Volume 921 at Page 236 of the New
             Britain Land Records; modified by virtue of a Modification of
             Easement recorded on October 3, 2002 in Volume 1428 at Page 963 of
             the said Land Records.

  S     4.   Terms and provisions of a Right of Way Agreement by and between The
             Stanley Works and Montowese Industrial Park, Inc. dated October 18,
             2002 and recorded in Volume 1430 at Page 514 of the New Britain
             Land Records.

  T     5.   Rights and easements as reserved in a Warranty Deed from Acme
             Packaging Corporation to NB Realty Corp. dated February 5, 1999 and
             recorded in Volume 1297 at Page 41 of the New Britain Land Records.

  U     6.   Declaration of Easements, Covenants and Restrictions by and between
             Acme Packaging Corporation and NB Realty Corp. dated February 5,
             1999 and recorded in Volume 1297 at Page 44 of the New Britain Land
             Records.

  V     7.   Utility Easement in favor of The Farmington River Power Company
             dated October 11, 2002 and recorded in Volume 1430 at Page 524 of
             the New Britain Land Records.

  W     8.   Water Utility Easement in favor of the City of New Britain Board of
             Water Commissioners dated July 26, 2002 and recorded in Volume 1421
             at Page 713 of the New Britain Land Records.

  X     9.   Traffic Signal Easment in favor of The City of New Britain dated
             July 26, 2002 and recorded in Volume 1421 at Page 719 of the New
             Britain Land Records.

  Y     10.  Easement for Highway Purposes in favor of the State of Connecticut
             dated June 17, 2002 and recorded in Volume 1415 at Page 215 of the
             New Britain Land Records. The Company insures that said easement is
             ascertainable and fixed, and any rights pursuant thereto will not
             interfere with the use of the buildings currently located on the
             insured premises.

  Z     11.  Distribution Easement in favor of The Connecticut Light and Power
             Company dated June 17, 2002 and recorded in Volume 1428 at Page 960
             of the New Britain Land Records.

  AA    12.  Easement and Right of Way in favor of United Cable Television
             Services Corporation dated June 17, 2002 and recorded in Volume
             1420 at Page 66 of the New Britain Land Records.

  AB    13.  Terms and provisions of a Lease wherein Montowese Industrial Park,
             Inc. is the Landlord and Papa Gino's, Inc. is the Tenant, a Notice
             of which was recorded on February 23, 2001 in Volume 1360 at Page
             141 of the New Britain Land Records.

[ILLEGIBLE]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                            SCHEDULE B (cont'd)

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                NO: 2341-25315

  Page 186 of the New Britain Land Records.

  AD    15.  Terms and provisions of an Easement Agreement by and between
             Montowese Industrial Park, Inc. and The Southern New England
             Telephone Company dated November 30, 2000 and recorded in Volume
             1373 at Page 524 of the New Britain Land Records.

  AE    16.  Water Utility Easement in favor of Acme Packaging Corporation dated
             June 28, 2002 and recorded in Volume 1426 at Page 413 of the New
             Britain Land Records.

  AF    17.  Declaration of Restrictive Covenant by Montowese Industrial Park,
             Inc. dated August 30, 2002 and recorded in Volume 1429 at Page 645
             of the New Britain Land Records.

  AG    18.  Access Easement in favor of Emily Kelaher dated March 19, 2003 and
             recorded in Volume 1453 at Page 903 of the New Britain Land
             Records.

  AH    19.  Terms and provisions of a Lease wherein DAM NB LLC is the Landlord
             and The Stop & Shop Supermarket Company is the Tenant, a Memorandum
             of which is dated May 29, 2003 and recorded in Volume 1465 at Page
             83 of the New Britain Land Records.

  AI         AS TO SECOND PIECE (687 WEST MAIN STREET):

  AJ    20.  Terms and provisions of a Lease wherein Laura-Howard Realty Co.,
             Inc. is the Landlord and Corbin Avenue CVS, Inc. is the Tenant, a
             Notice of which is dated August 11, 2000 and recorded in Volume
             1345 at Page 23 of the New Britain Land Records.

  AK    21.  Easement and Right of Way in favor of United Cable Television
             Services Corporation dated June 17, 2002 and recorded in Volume
             1420 at Page 63 of the New Britain Land Records.

  AL    22.  Water Utility Easement in favor of the City of New Britain Board of
             Water Commissioners dated July 26, 2002 and recorded in volume 1421
             at Page 708 of the New Britain Land Records.

  AM    23.  Easement for Highway Purposes in favor of The City of New Britain
             dated June 17, 2002 and recorded in Volume 1421 at Page 704 of the
             New Britain Land Records.

  AN    24.  Easement for Highway Purposes in favor of the State of Connecticut
             dated June 17, 2002 and recorded in Volume 1415 at Page 211 of the
             New Britain Land Records. The Company insures that said easement is
             ascertainable and fixed, and any rights pursuant thereto will not
             interfere with the use of the buildings currently located on the
             insured premises.

  AO    25.  Distribution Easement in favor The Connecticut Light and Power
             Company dated June 17, 2002 and recorded in Volume 1428 at Page 957
             of the New Britain Land Records.

  AP    26.  Utility Easement in favor of The Farmington River Power Company
             dated October 10, 2002 and recorded in Volume 1430 at Page 530 of
             the New Britain Land Records.

  AQ    27.  Terms and provisions of an Easement Agreement by and between
             Laura-Howard Realty Company, Inc. and The Southern New England
             Telephone Company dated November 21, 2000 and recorded in Volume
             1373 ? Page 529 of the New Britain Land Records.

  AR    28.  Declaration of Restrictive Covenant by Laura-Howard Realty Company,
             Inc. dated August 30, 2002 and recorded in Volume 1429 at Page 649
             of the New Britain Land Records.

  AS         AS TO BOTH PIECES:
             {ILLEGIBLE]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                            SCHEDULE B (cont'd)

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                  NO: 2341-25315


             of the New Britain Land Records.

  O     31.  Water and/or sewer use charges to the City of New Britain, the
             payment for which are current.



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

ISSUED BY:
  CHICAGO TITLE INSURANCE COMPANY                                 SIGNATURE PAGE

    OWNER'S POLICY OF TITLE INSURANCE
    ALTA OWNER'S (10-17-92)                                  NO: 2341-25315


       Countersigned


       --------------------------------
             Authorized Signatory



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                     CODE: ZON??

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                          DATED: _________, 200_

                             ZONING 3.1 ENDORSEMENT
                               COMPLETED STRUCTURE

  1.  The Company insures the insured against loss or damage sustained in the
      event that, at Date of Policy:

      (a) According to applicable zoning ordinances and amendments thereto, the
          land is not classified Zone B-2 District.

      (b) The following use or uses are not allowed under that classification:
          Retail shopping plaza.

          and there shall be no liability under this paragraph 1(b) if the use
          or uses are not allowed as a result of any lack of compliance with any
          conditions, restrictions, or requirements contained in the zoning
          ordinances and amendments thereto mentioned above, including but not
          limited to the failure to secure necessary consents or authorizations
          as a prerequisite to the use or uses.

  2.  The Company further insures the insured against loss or damage arising
      from a final decree of a court of competent jurisdiction:

      (a) prohibiting the use of the land, with any structure presently located
          thereon, as insured in paragraph 1(b); or

      (b) requiring the removal or alteration of any structure located on the
          land on the basis that, at Date of Policy, the ordinances and
          amendments thereto have been violated with respect to any of the
          following matters:

          (i)    Area, width or depth of the land as a building site for the
                 structure;

          (ii)   Floor space area of the structure;

          (iii)  Setback of the structure from the property lines of the land;

          (iv)   Height of the structure; or

          (v)    Number of parking spaces.

                                *** CONTINUED ***


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                           ENDORSEMENT (CONT'D)


  There shall be no liability under this endorsement based on:

      (a) The invalidity of the ordinances and amendments thereto until after a
          final decree of a court of competent jurisdiction adjudicating the
          invalidity, the effect of which is to prohibit the use or uses.

      (b) The refusal of any person to purchase, lease or lend money on the
          estate or interest covered by this policy.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provisions of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the face amount thereof.

  IN WITNESS THEREOF, the Company has caused its corporate name and seal to be
  affixed hereto by its duly authorized officers.



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NEAC

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                               ACCESS ENDORSEMENT

  This Policy hereby insures the insured that the premises described in Schedule
  A has physical and legal access to dedicated public streets known as West Main
  Street and Corbin Avenue.

  This endorsement is made a part of the policy or commitment and is subject to
  all the terms and provision thereof and of any prior endorsements thereto.
  Except to the extent expressly stated, it neither modifies any of the terms
  and provisions of the policy or commitment and prior endorsements, if any, nor
  does it extend the effective date of the policy or commitment and prior
  endorsements or increase the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]


                                    EXHIBIT C
                             PRO FORMA TITLE POLICY


  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NELS

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                         LAND SAME AS SURVEY ENDORSEMENT

  This Policy hereby insures the insured against loss or damage sustained in the
  event that the land described in Schedule A is not the same as that delineated
  on the plat of a survey made by Kratzert, Jones & Associates, Inc. dated
  October 1, 2001, revised through September 15, 2003, designated KJA File No.
  47-26.

  The total liability of the Company under said policy and any endorsement
  therein shall not exceed, in the aggregate, the face amount of said policy and
  costs which the Company is obligated under the Conditions and Stipulations
  thereof to pay.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provisions of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY


  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NEST

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                              LOCATION ENDORSEMENT

  This Policy insures the insured against loss or damage sustained in the event
  that at the date of this policy there is not located on said land four
  one-story buildings known as 665 West Main Street and 1309 Corbin Avenue (as
  to First Piece) and 687 and 713 West Main Street (as to Second Piece).

  The total liability of the Company under said policy and any endorsements
  therein shall not exceed, in the aggregate, the face amount of said policy and
  costs which the Company is obligated under the conditions and stipulations
  thereof to pay.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provisions of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the amount of insurance.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NESD

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                             SUBDIVISION ENDORSEMENT

  The Company hereby insures the insured against loss or damage which the
  insured shall sustain by reason of any inaccuracy in the following assurance:

          that any conveyance of the land using the description shown in
          Schedule A (Legal Description) herein need not be accomplished by a
          plat of subdivision according to the provision of C.G.S. 8-26 et seq.
          and local ordinances adopted pursuant thereto, as those are in full
          force and effect as of date of policy; and that complies with the
          requirements of said section, those requirements are inforce at date
          of policy.

  This endorsement is made a part of the policy or commitment and is subject to
  all the terms and provision thereof and of any prior endorsements thereto.
  Except to the extent expressly stated, it neither modifies any of the terms
  and provisions of the policy or commitment and prior endorsements, if any, nor
  does it extend the effective date of the policy or commitment and prior
  endorsements or increase the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NETX

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                               TAX LOT ENDORSEMENT

  This Policy insures against loss or damage in the event that the property
  described in Schedule A (Legal Description) of this policy is not assessed for
  local real estate tax purposes as two separate tax lots that include no other
  property. The Control Tax Account for the 2002 Grand List is 108456 as to 687
  West Main Street, and the Control Tax Account for the 2002 Grand List is
  110122 for 665 West Main Street.

  This endorsement is made a part of the policy or commitment and is subject to
  all the terms and provision thereof and of any prior endorsements thereto.
  Except to the extent expressly stated, it neither modifies any of the terms
  and provisions of the policy or commitment and prior endorsements, if any, nor
  does it extend the effective date of the policy or commitment and prior
  endorsements or increase the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                     CODE: NECO

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                            COMPREHENSIVE ENDORSEMENT
                                (OWNER'S POLICY)

  This Policy hereby insures the insured against loss or damage which the
  insured shall sustain by reason of:

  1.  The existence, at Date of Policy of any of the following, unless otherwise
      expressly set forth or indicated to the contrary in Schedule B:

      a)  Present violations of said land of any enforceable covenants,
          conditions or restrictions or plat building lines;

      b)  Encroachments of existing improvements located on said land onto
          adjoining land, or any encroachments onto said land of existing
          improvements located on adjoining land;

      c)  Encroachments of existing improvements located on said land onto that
          portion of said land subject to any easement shown in Schedule B.

  2.  A present or future violation on the land of said covenants or
      restrictions or plat building lines, if any, will not give rise to a right
      of re-entry or result in a forfeiture or reversion of title.

  3.  The entry of any court order or judgment which constitutes a final
      determination and denies the right to maintain any existing improvements
      on said land because of any violation of any covenants, conditions or
      restrictions or plat building lines or because of any encroachment thereof
      over onto adjoining land.

  4.  The exercise or attempt to exercise any right or re-entry or forfeiture or
      reversion or other right of termination of title based on a violation of
      any of said covenants or restrictions or plat building lines.

  Whenever in this endorsement any or all of the words "covenants, conditions or
  restrictions" appear they shall not be deemed to refer to or to include the
  terms, covenants, conditions or limitations contained in any lease, instrument
  creating an easement or declaration of condominium referred to in Schedule A.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provision of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the amount of insurance.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                     CODE: NECT

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                             CONTIGUITY ENDORSEMENT

  The Company hereby insures the insured that parcels referred to as First Piece
  and Second Piece, described in Schedule A hereof, are contiguous to one
  another along their respective boundaries, and no strips, gaps or gores exist
  between either of such parcels or tracts of land.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provisions of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                       CODE: EX4

  Attached to and forming a part of Policy of Title Insurance No: 2341-25315

                                                             DATED:_______, 200_

                          DELETION OF CREDITOR'S RIGHTS
                                (OWNER'S POLICY)

  Exclusions from Coverage 4 is hereby deleted.

  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and any prior endorsements thereto. Except to the
  extent expressly stated, it neither modifies any of the terms and provisions
  of the policy and any prior endorsements, nor does it extend the effective
  date of the policy and any prior endorsements, nor does it increase the face
  amount thereof.

  IN WITNESS WHEREOF, the Company has caused its corporate name and seal to be
  affixed hereto by its duly authorized officers.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY
  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

                                                                      CODE: NEWO

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315

                                                           DATED: ________, 200_

                        WAIVER OF ARBITRATION ENDORSEMENT

                                (OWNER'S POLICY)

  This Policy is amended by deleting therefrom Paragraph Number 14 of the
  Conditions and Stipulations of the Policy, which item is entitled
  "Arbitration".

  Nothing herein contained shall be construed as extending or changing the
  effective date of said policy, unless otherwise expressly stated.

  This endorsement, when countersigned below by a validating signatory, is made
  a part of said policy and is subject to the Exclusions from Coverage,
  schedules, conditions and stipulations therein, except as modified by the
  provisions hereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY

  ISSUED BY

  CHICAGO TITLE INSURANCE COMPANY                                    ENDORSEMENT

  Attached to and forming a part of Policy of Title Insurance No. 2341-25315


  SPECIAL ENDORSEMENT


  The Company hereby insures the insured that the encroachments shown on that
  certain survey entitled "As-Built" improvement Location Map for Parcel A & B
  To Be Acquired By Inland Real Estate Acquisitions, Inc. Corbin Avenue & West
  Main Street New Britain, CT Scale: 1" = 50' Date: October 1, 2001 KJA File
  No.: 47-26 Drawing No.: 1 of 2", revised through 9/15/03, made by Kratzert,
  Jones & Associates, Inc., do not interfere with the use of the buildings as
  currently located on the insured premises.


  This endorsement is made a part of the policy and is subject to all of the
  terms and provisions thereof and of any prior endorsements thereto. Except to
  the extent expressly stated, it neither modifies any of the terms and
  provisions of the policy and any prior endorsements, nor does it extend the
  effective date of the policy and any prior endorsements, nor does it increase
  the face amount thereof.


  Buy/Borr: The Inland Real Estate Group         CHICAGO TITLE INSURANCE COMPANY
  Seller:   DAM NB LLC                           By  /s/ [ILLEGIBLE]
  Lender:
  Prop:     665 & 687 West Main Street,                                PRESIDENT
            New Britain,
            Connecticut
            (Hartford County)                    Attest
                                                 /s/ [ILLEGIBLE]


                                     [SEAL]



                                    EXHIBIT C
                             PRO FORMA TITLE POLICY



                                    EXHIBIT D



                                           PRO RATA SHARE
                                             FOR CAM AND     PRO RATA SHARE
TENANT                        SQUARE FEET     INSURANCE        FOR TAXES
                                                        
PARCEL A:

     Webster                     2,147           1.87             2.42

     Subway                      1,500           1.30             1.69

     Video One                   3,500           3.04             3.94

     Papa Gino's                 3,000           2.61             3.38

     Rent-A-Center               6,988           6.08             7.86

     Frazier's                   2,100           1.83             2.36

     American Cellular           1,553           1.35             1.75

PARCEL B

     CVS                        12,150          10.56            46.46

     Liquor Depot               14,000          12.17            53.54




                               FIFTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 26th
day of September, 2003 by and between DAM NB, LLC, having an office c/o David A.
Mack Properties, LLC, 30 Jelliff Lane, Southport, CT (the "SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation with offices at 2901
Butterfield Road, Oak Brook, IL 60523 (the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to purchase and Sale Agreement, on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement, on
September 24 (but dated as of September 22, 2003), Seller and Purchaser entered
into a Third Amendment to Purchase and Sale Agreement, and on September 25,
2003, Seller and Purchaser entered into a Fourth Amendment to Purchase and Sale
Agreement (the First Amendment, Second Amendment, Third Amendment, Fourth
Amendment and the Purchase and Sale Agreement are collectively referred to
herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement to
extend the due diligence date as more particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   Section 3 is amended to change the Due Diligence Period from "5:00
p.m., eastern daylight time, on September 26, 2003" to "5:00 p.m. eastern
daylight time, on October 2, 2003", and notwithstanding Paragraph 23, for
purposes of notice under Section 3 a notice shall be deemed effective upon
delivery by facsimile with a confirmation the same day by overnight delivery.

     2.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     3.   This FIFTH Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)



     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.


                                      INLAND REAL ESTATE
                                      ACQUISITIONS, INC.


                                      By: /s/ G. Joseph Cosenza
                                         -------------------------------------
                                              G. Joseph Cosenza
                                         Its  President


                                      DAM NB, LLC


                                      By: /s/ David A. Mack
                                         -------------------------------------
                                          David A. Mack, Its Manager



                               FOURTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 25th
day of September, 2003 by and between DAM NB, LLC, having an office c/o David A.
Mack Properties, LLC, 30 Jelliff Lane, Southport, CT (the "SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation with offices at 2901
Butterfield Road, Oak Brook, IL 60523 (the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to Purchase and Sale Agreement, on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement, and on
September 24 (but dated as of September 22, 2003), Seller and Purchaser entered
into a Third Amendment to Purchase and Sale Agreement (the First Amendment,
Second Amendment, Third Amendment and the Purchase and Sale Agreement are
collectively referred to herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement to
extend the due diligence date as more particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   Section 3 is amended to change the Due Diligence Period from "5:00
p.m., eastern daylight time, on September 25, 2003" to "5:00 p.m. eastern
daylight time, on September 26, 2003", and notwithstanding Paragraph 23, for
purposes of notice under Section 3 a notice shall be deemed effective upon
delivery by facsimile with a confirmation the same day by overnight delivery.

     2.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     3.   This FOURTH Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)



     IN WITNESS WHEREOF, the Seller and the purchaser have hereunto set their
hands and seals as of the day and year first above written.


                                      INLAND REAL ESTATE
                                      ACQUISITIONS, INC.


                                      By: /s/ G. Joseph Cosenza
                                         -------------------------------------
                                              G. Joseph Cosenza
                                         Its  President


                                      DAM NB, LLC


                                      By: /s/ David A. Mack
                                         -------------------------------------
                                          David A. Mack, Its Manager



                               THIRD AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 22nd
day of September, 2003 by and between DAM NB, LLC, having an office c/o David A.
Mack Properties, LLC, 30 Jelliff Lane, Southport, CT (the "SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation with offices at 2901
Butterfield Road, Oak Brook, IL 60523 (the "PURCHASER").

     WHEREAS, on August 22, 2003, Seller and Purchaser entered into a Purchase
and Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Purchaser entered into a First
Amendment to Purchase and Sale Agreement and on September 22, 2003 Seller and
Purchaser entered into a Second Amendment to Purchase and Sale Agreement (the
First Amendment, Second Amendment and the Purchase and Sale Agreement are
collectively referred to herein as the "AGREEMENT"); and

     WHEREAS, Seller and Purchaser desire to further amend the Agreement to
extend the due diligence date as more particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   Section 3 is amended to change the Due Diligence Period from "5:00
p.m., eastern daylight time, on September 24, 2003" to "5:00 p.m. eastern
daylight time, on September 25, 2003, and notwithstanding Paragraph 23, for
purposes of notice under Section 3 a notice shall be deemed effective upon
delivery by facsimile with a confirmation the same day by overnight delivery.

     2.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     3.   This THIRD Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)



     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.


                                      INLAND REAL ESTATE
                                      ACQUISITIONS, INC.


                                      By: /s/ G. Joseph Cosenza
                                         -------------------------------------
                                              G. Joseph Cosenza
                                         Its  President


                                      DAM NB, LLC


                                      By: /s/ David A. Mack
                                         -------------------------------------
                                          David A. Mack, Its Manager



                               SECOND AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 22nd
day of September, 2003 by and between DAM NB, LLC, having an office c/o David A.
Mack Properties, LLC, 30 Jelliff Lane, Southport, CT (the "SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation with offices at 2901
Butterfield Road, Oak Brook, IL 60523 (the "BUYER").

     WHEREAS, on August 22, 2003, Seller and Buyer entered into a Purchase and
Sale Agreement with respect to certain properties all as more particularly
described therein, and:

     WHEREAS, on September 19, 2003, Seller and Buyer entered into a First
Amendment to Purchase and Sale Agreement (the First Amendment and the Purchase
and Sale Agreement collectively, the "Agreement"); and

     WHEREAS, Seller and Buyer desire to further amend the Agreement to extend
the due diligence date as more particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   Section 3 is amended to change the Due Diligence Period from "6:00
p.m., eastern daylight time, on September 23, 2003" to "5:00 p.m., eastern
daylight time, on September 24, 2003" and notwithstanding Paragraph 23, for
purposes of notice under Section 3 a notice shall be deemed effective upon
delivery by facsimile with a confirmation the same day by overnight delivery.

     2.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     3.   This Second Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)



     IN WITNESS WHEREOF, the Seller and the Buyer have hereunto set their hands
and seals as of the day and year first above written.


                                      INLAND REAL ESTATE
                                      ACQUISITIONS, INC.

                                      By: /s/ G. Joseph Cosenza
                                         -------------------------------------
                                              G. Joseph Cosenza
                                          Its President

                                      DAM NB, LLC

                                      By: /s/ David A. Mack
                                         -------------------------------------
                                          David A. Mack, Its Manager



                               FIRST AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT is made as of the 19th
day of September, 2003 by and between DAM NB, LLC, having an office c/o David A.
Mack Properties, LLC, 30 Jelliff Lane, Southport, CT (the "SELLER") and INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation with offices at 2901
Butterfield Road, Oak Brook, IL 60523 (the "BUYER").

     WHEREAS, on August 22, 2003, Seller and Buyer entered into a Purchase and
Sale Agreement (the "Agreement") with respect to certain properties all as more
particularly described therein and the parties desire to extend the due
diligence date and amend the title of the environmental report referenced in the
Agreement as more particularly set forth herein.

     NOW THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   Section 3 is amended to change the Due Diligence Period from
"September 22, 2003" to "6:00 p.m., eastern daylight time, on September 23,
2003."

     2.   Sections 7 and 14(a)(xvi) are amended to delete "Environmental
Investigation Summary, New Britain Stop & Shop Redevelopment Project, Corbin
Avenue and West Main Street, New Britain, Connecticut" prepared by Marin
Environmental, Inc. for Keystone Development Corporation, LLC, dated August
2002, Reference No: A2-0264" where it appears, and in place thereof to insert
"Phase I Environmental Site Assessment, 665 & 687 West Main Street, New Britain,
Connecticut" prepared by ECS/Marin for Keystone N.B. LLC, dated December 2002,
Reference CTA2-0403."

     3.   As modified herein, the Agreement is hereby ratified and confirmed and
shall remain in full force and effect.

     4.   This First Amendment may be executed (a) in any number of
counterparts, each of which shall be an original, and each such counterpart
shall constitute but one and the same agreement and (b) by facsimile which shall
be considered and constitute an original executed and delivered agreement.

                (Remainder of this page intentionally left blank)



     IN WITNESS WHEREOF, the Seller and the Buyer have hereunto set their hands
and seals as of the day and year first above written.


                                      INLAND REAL ESTATE ACQUISITIONS, INC.


                                      By: /s/ G. Joseph Cosenza
                                         -------------------------------------
                                              G. Joseph Cosenza
                                          Its President

                                      DAM NB, LLC

                                      By: /s/ David A. Mack
                                         -------------------------------------
                                          David A. Mack, Its Manager



                           PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (this "AGREEMENT") made this 22nd day of
August, 2003, by and among DAM NB, LLC having an office c/o David A. Mack
Properties, LLC, 30 Jelliff Lane, Southport, CT (hereinafter called the
"SELLER"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation
with offices at 2901 Butterfield Road, Oak Brook, IL 60523 (hereinafter called
the "PURCHASER").

                                   WITNESSETH:

     WHEREAS, the Seller owns the fee simple title to property located at Corbin
Avenue and West Main Street, New Britain, CT, known as Cor-West Shopping Center
and more specifically described on EXHIBIT A annexed hereto and made a part
hereof (the "PREMISES"); and

     WHEREAS, the Seller desires to sell the Premises to the Purchaser, and the
Purchaser desires to purchase the Premises from the Seller, all in the manner
and upon and subject to the terms and conditions set forth in this Agreement;

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, the parties hereto agree as follows:

     1.   AGREEMENT TO BUY AND SELL. The Seller agrees to sell and convey to the
Purchaser, and the Purchaser agrees to purchase from the Seller, all in the
manner and upon and subject to the terms and conditions set forth in this
Agreement, the Premises. The transfer of the Premises shall include the transfer
of all of the Leases, the Licenses, the Tangible Personal Property and the
Intangible Personal Property (as such terms are defined in APPENDIX A attached
hereto and made a part hereof), and all of the Seller's interest in and to any
and all Contracts (as defined in APPENDIX A attached hereto) that the Purchaser
has elected not to have terminated as of the Closing Date (as defined in Section
4(a) below) together with all improvements thereon or therein (including all
replacements or additions thereto between the date hereof and the Closing Date);
and all systems, faculties, fixtures, machinery, equipment and conduits that
provide fire protection, security, heat, exhaust, ventilation, air conditioning,
electrical power, light, plumbing, refrigeration, gas, sewer and water thereto
(including all replacements or additions thereto between the date hereof and the
Closing Date); and all privileges, rights, easements, hereditaments and
appurtenances thereto belonging; and all right, title and interest of the Seller
in and to any streets, alleys, passages and other right of way included therein
or adjacent thereto.

     2.   PURCHASE PRICE AND METHOD OF PAYMENT. The total purchase price (the
"PURCHASE PRICE") is Thirty-Three Million and 00/100 Dollars ($33,000,000.00),
payable as follows:

          (a)  Two Million and 00/100 Dollars ($2,000,000.00) upon the execution
of this Agreement (the "DEPOSIT"), the receipt of which is hereby acknowledged
by Chicago Title Insurance Company, 171 North Clark Street, Chicago, IL 60601,
Attn: Nancy Castro (hereinafter called the "ESCROW AGENT" and the "TITLE
INSURER").



          (b)  The balance of Thirty-One Million and 00/100 Dollars
($31,000,000.00), subject to prorations and adjustments as provided in this
Agreement, by wire transfer of immediately available federal funds, at the
Closing.

     3.   THE PURCHASER'S DUE DILIGENCE. The Purchaser shall have until
September 22, 2003 (the "DUE DILIGENCE PERIOD") within which to review, analyze,
inspect, examine, test and/or investigate (a) the Premises, and all physical,
environmental, financial, legal and other aspects thereof, and (b) the
Contracts, Licenses and Leases and the obligations of the Purchaser hereunder
shall be conditioned upon the Purchaser being fully satisfied, in its sole
discretion, as to all such reviews, analyses, inspections, tests,
investigations, and/or examinations (collectively, "INVESTIGATIONS").

     The Seller shall fully cooperate with the Purchaser in its Investigations
including the disclosure to the Purchaser of all available information known by
the Seller or in its possession with respect to the Premises, Contracts,
Licenses and Leases, including, without limitation,)) all books and records, and
tenant files (including correspondence related to the operation of the
Premises). At all times after the date of this Agreement while this Agreement is
in effect, the Purchaser and its consultants, contractors, advisers, employees,
directors, officers, lenders and prospective lenders, appraisers, agents and
representatives (collectively, the "PURCHASER PARTIES") shall have access to the
Premises, upon not less than one (1) business day prior written notice to the
Seller, or verbal notice to David A. Mack, to accomplish the foregoing,
including, without limitation, the conduct of surface and subsurface tests and
physical and environmental appraisals and studies; provided that before the
Purchaser or its consultants accesses the Premises, it shall first deliver to
the Seller evidence that it has in effect commercial general liability insurance
that names the Seller as an additional insured. The Seller shall have the right
to have a representative of the Seller present at the Premises during the
conduct of any Investigations of, at and upon the Premises. The Purchaser shall
have the right to interview any and all tenants and other occupants of the
Premises, provided that David A. Mack shall have the right to be present during
any interview of Stop & Shop. The Purchaser shall use commercially reasonable
efforts to minimize interference with the tenants of the Premises in connection
with any such access, and such access shall in all regards be subject to the
rights of such tenants. The Purchaser hereby agrees to defend, indemnify and
hold the Seller harmless against any loss, cost, liability, or expense arising
in connection with the Purchaser's Investigations. The Purchaser further agrees
to repair any damage to the Premises caused in connection therewith. The
Purchaser's obligations under the preceding two sentences shall survive the
termination of this Agreement.

     In the event that the Purchaser, after performing the above-referenced
Investigations, is not fully satisfied, in its sole and absolute discretion, as
to any of the foregoing, then the Purchaser shall have the right to terminate
this Agreement by written notice to the Seller, received by the Seller on or
before the expiration of the Due Diligence Period, and thereupon this Agreement
shall be void with no recourse to the parties, except for those obligations
that, pursuant to the express terms of this Agreement, survive the termination
of this Agreement and in such event, the Deposit shall be promptly refunded to
the Purchaser. If the Purchaser fails to so terminate this Agreement within the
Due Diligence Period, it shall have waived its right to

                                       -2-


terminate this Agreement pursuant to this Paragraph 3 and the Deposit shall
become non-refundable except as provided in Paragraphs 4(b), 7, 10, 12 and
15(b).

     4.   CLOSING AND CONVEYANCE; CONDITIONS PRECEDENT TO CLOSING.

          (a)  The closing of the sale and purchase of the Premises shall take
place at the offices of Escrow Agent through an escrow closing (i.e. all
documents to be delivered by the Seller shall be delivered in escrow to the
Escrow Agent, which shall hold them until the Seller has received the Purchase
Price, which shall be immediately confirmed by the Seller to the Purchaser and
the Escrow Agent upon receipt), on January 6, 2004. The place, time and date
provided for herein or hereafter, as may be changed by agreement of the parties,
is sometimes referred to as the "CLOSING DATE." The consummation of the
transactions contemplated by this Agreement is sometimes hereinafter referred to
as the "CLOSING." At the Closing, the Premises shall be free and clear of all
liens, encumbrances, restrictions, tenancies and other matters, except those
described on EXHIBIT A attached hereto (hereinafter the "PERMITTED
ENCUMBRANCES") and any other Permitted Title Exceptions (as defined in APPENDIX
A hereto), provided that the foregoing shall not limit or affect the Purchaser's
right to include any Permitted Encumbrances in a Title and Survey Notice.

          (b)  The obligation of the Purchaser to close the transaction
contemplated by this Agreement is subject to and conditioned upon the
satisfaction of the following (any of which may be waived by the Purchaser):

               (i)     Delivery to the Purchaser not less than three (3) days
prior to the Closing Date, of copies of executed estoppel letters from all
tenants of the Premises, dated not more than thirty (45) days prior to the
Closing, in the form attached as EXHIBIT B (except that if any of the Leases
require the use of a form of estoppel attached thereto, then such form shall be
acceptable; also the form attached as EXHIBIT B shall be subject to reasonable
negotiation, including, without limitation, the matters listed on EXHIBIT B-2
attached hereto); provided that the Seller may satisfy this condition with
respect to any tenant other than Stop & Shop, CVS and tenants representing not
less than 75% of the remaining square feet at the Premises that has not provided
an estoppel letter by providing a "landlord estoppel" executed by the Seller in
the form attached hereto as EXHIBIT B-1 (the tenant and landlord estoppels,
collectively, the ESTOPPELS"); The Estoppels shall raise no matters that, in the
Purchaser's commercially reasonable discretion, adversely affect the value of
the Premises, adversely affect the ownership and operation of the Premises or
any portion thereof or are inconsistent with the terms and provisions of the
Leases. The Seller shall use commercially reasonable efforts to obtain Estoppels
from all of the tenants;

               (ii)    That neither the tenants under or guarantors of either
the Stop & Shop or the CVS Lease shall have filed for protection under any
federal or state bankruptcy code or law or any provisions thereof;

               (iii)   That the representations in Paragraphs 14(a)(ii), (iii)
(E) [to the extent consistent with the requirements for the Estoppels under
Paragraph 4(b)(i) above], (iii) (F), (iii) (G), (iv) [other than Leases entered
into in accordance with this Agreement], (v), (vii), (ix), (x), (xi), (xii) [but
only if such representations are not true in a manner that has a material

                                       -3-


adverse effect on the Premises] (xiii) [but only if such representations are not
true in a manner that has a material adverse effect on the Premises], (xv)
[subject to Paragraph 10 hereof], (xvii), (xviii), (xx), and (xxi) hereof are
true and correct as of the Closing Date;

               (iv)    The Seller shall have provided evidence of termination of
(1) any and all property management and leasing agreements relating to the
Premises (including evidence of payment of, and any property manager's and
leasing agent's waiver of any lien rights (if applicable) with respect to, all
fees, charges, commissions and other compensation due and payable under such
agreements), and (2) any Contracts that the Purchaser has elected to have
terminated; and

               (v)     Issuance of the Title Policy (as defined in APPENDIX A
attached hereto).

          If one or more of the conditions precedent set forth in this
subsection (b) shall not be satisfied by the Closing Date, then Purchaser, at
its option and upon written notice to Seller, may terminate this Agreement. If
this Agreement is terminated pursuant to this subsection (b), then the Deposit
and any interest thereon shall forthwith be returned to the Purchaser, and all
other funds and documents theretofore delivered hereunder or deposited in escrow
by either party shall be forthwith returned to such party, and neither the
Purchaser nor the Seller shall have any further liabilities hereunder, except
for those obligations that, pursuant to the express terms of this Agreement,
survive the termination of this Agreement. The termination of this Agreement and
the return of the Deposit shall be without prejudice to, or waiver of, any
remedies that the Purchaser has in the event that such failure of a condition
precedent also constitutes a default by the Seller under this Agreement, and
Purchaser shall have the right to pursue any and all remedies available to it
with respect to such default.

     5.   DEPOSIT. The Deposit shall be held in escrow by the Escrow Agent
pursuant to the provisions of Paragraph 9 hereof. In the event that the Closing
shall occur in accordance with the provisions hereof, the Escrow Agent shall pay
over and distribute the Deposit to the Seller and the same shall be credited to
the Purchaser towards the Purchase Price provided for in this Agreement.

     6.   DELIVERY OF DOCUMENTS. At the Closing, the Seller shall deliver the
following documents to the Escrow Agent for delivery to the Purchaser upon the
Seller's confirmation of receipt of the Purchase Price (the "DOCUMENTS"):

          (a)  A warranty deed of the Premises (the "DEED");

          (b)  An Affidavit of the Seller swearing that the Seller is not a
"FOREIGN PERSON" as defined in Section 1445(B)(2) of the Internal Revenue Code
of 1986, as amended; and

          (c)  Two original Bills of Sale with full warranties of title
conveying title to the Tangible Personal Property, in the form attached as
EXHIBIT C.

                                       -4-


          (d)  The original Estoppels; and

          (e)  Four (4) counterpart original Assignments and Assumptions of
Contracts, Licenses and Intangible Personal Property in the form attached hereto
as EXHIBIT D, executed by Seller;

          (f)  Four (4) counterpart original Assignments and Assumptions of
Leases in the form attached hereto as EXHIBIT E, executed by the Seller;

          (g)  Executed, original letters to all tenants of the Premises
advising that the Premises has been sold to the Purchaser or the Purchaser's
nominee, and directing payment of rent in accordance with the directions of the
Purchaser and changing the landlord's address for notice purposes under the
Leases;

          (h)  Evidence satisfactory to the Purchaser that all property managers
and/or leasing brokers relating to the Premises have been terminated and paid
all commissions or fees due for all services rendered, together with a waiver of
lien executed by all leasing brokers waiving all rights for fees and any other
compensation with regard to the Premises;

          (i)  Original, ink-signed leases for all tenants of the Premises to
the extent the Seller has possession of the same (or where originals are not
available, copies certified by the Seller as being true, correct and complete to
the Seller's Actual Knowledge (the "SELLER'S ACTUAL KNOWLEDGE" shall mean the
actual knowledge of David A. Mack); and

          (j)  Original Contracts and Licenses, if any affecting the Premises as
of the Closing, to the extent the Seller has possession of the same (or where
originals are not available, copies certified by the Seller as being true,
correct and complete to the Seller's Actual Knowledge); and

          (k)  Two (2) original Seller's certificates dated as of the Closing
Date confirming that the representations of the Seller referred to in Paragraph
4(b)(iii) hereof are true and correct as of the Closing Date; and

          (l)  A Certificates of Existence for the Seller (dated no earlier than
thirty (30) days prior to the Closing Date), issued by the Secretary of the
State of Connecticut;

          (m)  Such affidavits as are required by the Title Company to issue the
Title Policy;

          (n)  An executed, unanimous written consent of all of the members and
manager, as required, of the Seller authorizing the execution and delivery of
this Agreement and the transactions contemplated herein, certified by the
manager of the Seller as being true, correct, complete, unamended, unrescinded
and in full force and effect as of the Closing Date;

          (o)  An original waiver of lien executed by the Broker (as defined in
Paragraph 22 below) if required by the Purchaser's title insurance company;

                                       -5-


          (p)  A legal opinion (in form and substance reasonably acceptable to
the Purchaser) from the Seller's counsel opining as to the power and authority
of the Seller to execute, deliver and perform all of its duties, obligations and
covenants under this Agreement, and as to the enforceability of this Agreement,
the Deed and all other documents and instruments to be executed and delivered at
Closing against the Seller;

          (q)  All keys, security cards, keycard passes and entrance cards to
all doors to, and equipment and utility room in, the Premises, to the extent
that the Seller has the same;

          (r)  An assignment of all warranties and guarantees received by the
Seller (or any of its agents or property managers) in connection with any work
or service performed or equipment installed in the construction, repair,
maintenance and/or replacement of the Premises or any portion thereof together
with any required consent and approval of the party that issued such warranty or
guaranty;

          (s)  All books, operating manuals, tenant files and correspondence and
other materials that the Seller has relating to the Premises requested by the
Purchaser;

          (t)  To the extent not delivered to the Purchaser prior to the Closing
Date, originals of all as-built plans and specifications, surveys, site plans,
engineering plans and studies, utility plans and development plans related to
the Premises, to the extent that the Seller has the same;

          (u)  Such other documents, instruments, certifications and
confirmations as may be reasonably required by the Title Insurer;

          (v)  Six (6) originals of the Preliminary Closing Statement (as
defined in Section 8(h) below) executed by the Seller.

     7.   TITLE. No later then three (3) days following the date of this
Agreement, the Seller, at its sole cost and expense, shall order the Title
Commitment (as defined in APPENDIX A attached hereto), and upon receipt shall
deliver to the Purchaser and its counsel, the Title Commitment together with
legible copies of any and all title exception documents referenced therein, and
the Survey (as defined in APPENDIX A attached hereto). Not less than ten (10)
days prior to the expiration of the Due Diligence Period, the Purchaser may
deliver to the Seller a notice (the "TITLE AND SURVEY NOTICE") identifying any
matters (including, without limitation, any Permitted Encumbrances) contained in
or disclosed by the Title Commitment and/or the Survey that are not acceptable
to the Purchaser in its sole and absolute discretion (each, a "TITLE/SURVEY
OBJECTION", and collectively the "TITLE/SURVEY OBJECTIONS"). The Purchaser's
failure to deliver the Title and Survey Notice as aforesaid shall be deemed the
Purchaser's approval and acceptance of the title to the Premises and all matters
that a survey of the Premises would disclose. Additionally, the Purchaser's
failure to object to any matters in a Title and Survey Notice shall be deemed
the Purchaser's acceptance of such matters and such matters shall be deemed
Permitted Title Exceptions. If the Purchaser shall deliver a Title and Survey
Notice to the Seller as aforesaid, the Seller shall, within five (5) days after
receipt of the same, notify the



Purchaser in writing whether the Seller intends to either (a) cause any
Title/Survey Objection to be removed, or (b) take no further action regarding
such Title/Survey Objection in which event, subject to the immediately
following sentence, such Title/Survey Objection shall become a Permitted Title
Exception. Notwithstanding the foregoing, the Seller shall, at its expense,
remove (or cause to be removed) or cause the Title Company to insure over
(subject to the Purchaser's review and reasonable approval of the form and
substance of any such affirmative coverage) any Title/Survey Objection that is
any of the following; mortgages or monetary liens (including judgment liens),
defects, obligations or exceptions of a definite and ascertainable amount that
can be satisfied solely by the payment of money ("MONETARY EXCEPTIONS"). If the
Seller elects, or is deemed to have elected, item (b) above with respect to any
or all of the Title/Survey Objections, then the Purchaser shall have the right,
by delivering notice to the Seller within three (3) business days after the
expiration of the aforementioned five (5) day period, to either (i) terminate
this Agreement in which event the Deposit shall be immediately returned to the
Purchaser and thereupon neither the Seller nor the Purchaser shall have any
further rights, duties or obligations under this Agreement, except for
obligations that, pursuant to the express terms of this Agreement, survive such
termination, or (ii) waive its objection and accept title to the Premises
subject to such Title/Survey Objection, in which event this Agreement shall
remain in full force and effect. The Seller's failure to notify the Purchaser
within the aforementioned five (5) day period of which foregoing course of
action the Seller elects to take with respect to a Title/Survey Objection shall
be deemed the Seller's election of item (b) above. With respect to any
Title/Survey Objection that the Seller has elected or is deemed to have elected
not to take any further action, the Purchaser's failure to terminate this
Agreement on or before the expiration of the aforementioned three (3) business
day period as aforesaid shall be deemed the Purchaser's waiver of its objection
as provided in (ii) above. If any title insurance commitment obtained by the
Purchaser and provided to the Seller discloses judgments, bankruptcies or other
matters against other persons having names the same as or similar to that of the
Seller, then the Seller, on the Title Insurer's request, shall deliver to the
Title Insurer affidavits or other evidence reasonably acceptable to the Title
Insurer showing and/or confirming that such judgments, bankruptcies or other
matters are not against such other parties.

     If (A) the Seller has elected or, with respect to Monetary Defects, is
required to cure any Title/Survey Objection as provided above (whether by
removal of, or obtaining title insurance over, the same), but fails to cure any
such matters prior to the Closing Date, and/or (B) any exception or other matter
affecting title to the Premises that renders the Premises unmarketable or that
constitutes a monetary lien against the Premises or that otherwise materially
adversely affects the use of the Premises as a shopping center arises subsequent
to ten (10) days before the expiration of the Due Diligence Period and is not
removed to the Purchaser's satisfaction prior to the Closing, then the Purchaser
may elect to either (i) terminate this Agreement in which event the Deposit
shall be immediately returned to the Purchaser and thereupon neither the Seller
nor the Purchaser shall have any further rights, duties or obligations under
this Agreement, except for obligations, that, pursuant to the express terms of
this Agreement, survive such termination, or (ii) waive its objection and accept
the Premises subject to such Title/Survey Objection or other matter, in which
event this Agreement shall remain in full force and effect; provided, however,
that if the Title/Survey Objection or other matter is a Monetary Exception then
if the same is not cured by the Closing (whether by removal of or obtaining
title insurance over the same), the Purchaser shall have the right to deduct
from the Purchase Price the amount of such Monetary

                                       -7-


Exception, and any amount so deducted from the Purchase Price shall be paid to
the appropriate party in exchange for the removal of such Monetary Exception.
Such remedy shall be without prejudice to or a waiver of any remedies that the
Purchaser has in the event that the Seller's actions in connection therewith
constitute a default under this Agreement, and Purchaser shall have the right to
pursue any and all remedies available to it with respect to such default.

          Within fifteen (15) days after the date of this Agreement, the Seller
shall deliver, at the Seller's cost and expense, to the Purchaser the
environmental reports entitled "Environmental Investigation Summary, New
Britain Stop & Shop Redevelopment Project, Corbin Avenue and West Main Street,
New Britain, Connecticut", prepared by Marin Environmental, Inc. for Keystone
Development Corporation, LLC, dated August 2002, Reference No: A2-0264 and
"Limited Environmental Site Assessment Update" for DAM NB, LLC dated May 23,
2003, updated and certified to the Purchaser (the "Environmental Report"). If
the Environmental Report discloses any matters that, in the Purchaser's
commercially reasonable discretion, would adversely affect the Premises, then
the Seller shall either (1) cure the same prior to the Closing, or (2) notify
the Purchaser that it will not cure the same. If the Seller shall either not
cure any such problem, or not attempt to cure any such problem, prior to the
Closing, then the Purchaser may elect to either (i) terminate this Agreement in
which event the Deposit shall be immediately returned to the Purchaser and
thereupon neither the Seller nor the Purchaser shall have any further rights,
duties or obligations under this Agreement, except for obligations that,
pursuant to the express terms of this Agreement, survive such termination, or
(ii) waive its objection to the same and accept the Premises subject to such
matters, in which event this Agreement shall remain in full force and effect.

     No later than the end of the Due Diligence Period, the Purchaser shall
notify the Seller in writing of which Contracts the Purchaser does not intend to
assume as of the Closing Date and the Seller shall be responsible for
terminating such Contracts and for any termination fees. The Purchaser agrees to
assume any Contract for which it does not give the Seller such timely notice.

     8.   ADJUSTMENTS; COSTS.

          (a)  The Purchaser and the Seller shall prorate, as of the Closing
Date, all items customarily prorated and adjusted in connection with the closing
of real estate in the City of New Britain, including all taxes, assessments,
sewer, fuel, and other charges, as the case may be, assessed against or derived
from the Premises and as the same are more particularly described in subsections
(c), (d) and (e). In addition, tenant rents and other payments shall be prorated
or adjusted in the manner described in subsection (b). At Closing (x) if the
Purchaser is entitled to a net credit as a consequence of prorations or
adjustments pursuant to this Paragraph 8, then the Purchase Price shall be
decreased by such amount; and (y) if the Seller is entitled to a net credit as a
consequence of prorations or adjustments pursuant to this Paragraph 8, then the
Purchase Price shall be increased by such amount. Any such adjustment to
Purchase Price which is based in part on an estimate may, at the request of
either the Purchaser or the Seller, be subsequently readjusted upon receipt of
adequate evidence to establish the correctness of the amount so estimated on
condition that a statement to that effect is in the closing statement. The
Seller and the Purchaser shall be responsible for their own attorney's fees, if
any.

                                       -8-


          (b)  The items set forth below in this subsection (b) shall be
prorated and apportioned, without duplication, as of 11:59 p.m. of the day
immediately preceding the Closing Date. The items to be prorated and, in certain
instances, the method for determining such prorations are as follows:

               (i)     All rent and other amounts (except for amounts
representing payments described in the following subsections of this subsection
(b)) collected under the Leases for the calendar month in which the Closing
occurs shall be prorated, on a per diem basis, with the Purchaser receiving a
credit in an amount equal to the product of (1) the per diem amount of such rent
(based on the number of days in the month of the Closing), and (2) the number of
days from and including the Closing Date until the last day of the month in
which Closing occurs. Rents and other sums in arrears will not be prorated, but
will be paid to the Seller by the Purchaser if, as and when collected by the
Purchaser; provided, however, that the Purchaser shall have no affirmative
obligation to collect such delinquent rent or other sums in arrears for the
benefit of the Seller but shall reasonably cooperate with the Seller in its
efforts to collect such sums. The monies received after Closing by the Purchaser
from each tenant of the Premises who is in arrears at Closing as to rent or
other charges shall (1) first be applied to current rent and other charges and
obligations of such tenant arising from and after the Closing Date, and (2)
then, to rent or other charges which were in arrears on the Closing Date. The
Purchaser shall promptly remit to the Seller, and the Seller shall promptly
remit to the Purchaser, all sums received after Closing from tenants to which
the other party is entitled pursuant to the provisions hereof. Nothing contained
herein shall limit the Seller's right to take all legal action (except eviction)
necessary against any tenants that are delinquent in the payment of rent or
other amounts prior to Closing, and the Purchaser shall reasonably cooperate in
such efforts, at no out-of-pocket cost or expense to the Purchaser, provided
that the Purchaser shall not be required to bring suit against any tenant.

               (ii)    Percentage rent payable under each Lease for the
percentage rent year, or other applicable time period, in which the Closing
occurs, shall be prorated on a per diem basis as and when such percentage rent
is collected.

               (iii)   Taxes, common area expenses, operating expenses and/or
additional charges of any other nature relating to the Premises and/or certain
portions thereof (collectively, the "CAM CHARGES") that are paid monthly based
on an annually budgeted amount (a "MONTHLY CAM REIMBURSEMENT PAYMENT") shall be
prorated between the Seller and the Purchaser on a per diem basis (based on the
number of days in the month of the Closing), with the Purchaser receiving a
credit, based on the number of days from and including the Closing Date until
the end of the month in which the Closing occurs, with respect to all amounts
collected as of the Closing Date.

               (iv)    There shall be a post-closing adjustment made between the
Seller and the Purchaser as soon as the information necessary therefor is
available but in no event later than the date fifteen (15) months after the
Closing Date, with respect to all percentage rent and CAM Charges,
(collectively, "ADDITIONAL RENT ITEMS") paid by tenants under the Leases which
are subject to year-end adjustment. Notwithstanding the foregoing, percentage
rents received

                                       -9-


from tenants under any of the Leases shall be adjusted between the Seller and
the Purchaser and distributed within fifteen (15) days of receipt from each such
tenant, such adjustment to be based solely upon the proportionate number of days
of ownership of the Seller and the Purchaser within the tenant's fiscal or lease
year for which such percentage rent is paid. After Closing, all payments of
Additional Rent Items received by the Seller or the Purchaser from tenants shall
be promptly remitted as follows: the Seller shall promptly remit to the
Purchaser the Purchaser's appropriate pro-rata share of all Additional Rent
Items received by the Seller after the Closing Date and the Purchaser shall
promptly remit to the Seller the Seller's appropriate pro-rata share of
Additional Rent Items. The Purchaser shall provide to the Seller after the
Closing an accounting of all sums received by the Purchaser under any of the
Leases pursuant to which the Seller might be entitled to payments as provided in
this Paragraph 8(b)(iv). Such accounting shall be provided monthly for the first
fifteen (15) months after Closing, as such Additional Rent Items are reconciled
with each tenant. If such accounting indicates that the Seller has received
amounts under this Paragraph 8(b)(iv) that are in excess of the actual amounts
due to the Seller, then the Seller shall promptly remit such excess to the
Purchaser, and if such accounting indicates that the actual amounts due to the
Seller are greater than the amounts received by the Seller under this Paragraph
8(b)(iv) then the Purchaser shall upon receipt of such excess amounts from the
tenants, after all currently due amounts of Additional Rent for each such tenant
have been paid, promptly remit the same to the Seller. Each party agrees to
cooperate and provide reasonable documentation evidencing all adjustments
required hereunder and the basis therefor upon request from the other party. The
Seller shall cooperate with the Purchaser regarding 2003 reconciliations,
including providing all information needed or requested by the Purchaser to
perform and complete such reconciliations, to the extent the Seller has the
same. The provisions of this Paragraph 8(b)(iv) shall survive Closing.

          (c)  For any and all real estate taxes (including personal property
taxes on personal property, if any, owned by the Seller), storm water charges,
water charges and sewer rents, if any, that are paid by the Seller prior to the
Closing, the Seller shall receive a credit for any amounts attributable to
periods of time from and after the Closing Date. For any and all real estate
taxes (including personal property taxes on personal property, if any, owned by
the Seller), storm water charges, water charges and sewer rents, if any, that
are to be paid by the Purchaser after the Closing, the Purchaser shall receive a
credit for any amounts attributable to periods of time prior to the Closing
Date. Any unfixed gas, electrical, water meter charges, if any, sewer rent and
other utility charges in connection therewith, shall be estimated on the basis
of the last meter reading to occur on or as close in time as possible to the
Closing Date. The Seller agrees to use commercially reasonable efforts to have
all such utilities meters read as of the Closing Date. All special assessments
applicable to the Premises and paid prior to the Closing shall be prorated at
Closing such that the Seller receives a credit in the amount of such special
assessment applicable to the period of time from and after the Closing Date and
the Purchaser receives a credit in the amount of such special assessment
applicable to the period of time prior to the Closing Date. Notwithstanding the
foregoing, any charges referred to above in this subsection (c) that are payable
by a tenant directly to an assessing authority shall not be apportioned
hereunder, and the Purchaser shall close the transactions contemplated hereby
subject to any of such charges unpaid and the Purchaser shall look solely to the
tenant responsible therefore for the payment of the same.

                                      -10-


          (d)  The Seller shall be credited with any prepayments under any
Contracts assumed by the Purchaser.

          (e)  The Purchaser shall be credited with the amount of all rental
security deposits that are not transferred to the Purchaser at Closing.

          (f)  At the Closing, the Purchaser shall receive a credit in the
amount of any unpaid tenant improvement allowances and any free rent, and any
leasing commissions, due with respect to any Leases.

          (g)  At the Closing, the Seller and the Purchaser shall each pay
one-half (1/2) of any closing escrow fee of the Title Insurer. The Seller shall
pay for the following costs and expenses: (i) costs of the Title Commitment and
title examination liens and fees, (ii) premiums due for the owners title
insurance policy (including the costs of the Special Title Endorsements (as
defined in APPENDIX A attached hereto) and any title endorsements providing
insurance over any Title/Survey Objection), (iii) costs of the Survey, (iv)
costs of the Searches, (v) all state, county and local conveyance and/or
transfer taxes; and (vi) the updated Environmental Report.

          (h)  At the Closing, Seller and the Purchaser shall jointly prepare
and sign a preliminary closing statement (the "PRELIMINARY CLOSING STATEMENT")
to reflect the adjustment of all items for which adjustment is required under
this Paragraph 8. If there is an error on the Preliminary Closing Statement
discovered within one (1) year after the Closing Date, or if, after the actual
figures are available as to any items that were estimated on the Preliminary
Closing Statement, it is determined that any actual proration or apportionment
varies from the amount thereof reflected in the Preliminary Closing Statement,
then the proration of apportionment shall be adjusted based on the actual
figures within sixty (60) days after discovery of such error or determination of
such actual figures, as the case may be. Either party owing the other party a
sum of money based on such subsequent proration shall promptly pay said sum to
the other party.

     9.   ESCROW AMOUNT AND ESCROW AGENT'S POWERS. The Seller and the Purchaser
acknowledge and agree that the Escrow Agent shall hold the Deposit pursuant to
the terms and conditions of this Agreement, subject to the following:

          (a)  the Escrow Agent shall act as a depository only and, pending
settlement of the transaction contemplated by this Agreement, the Deposit shall
be invested in an account bearing interest, and shall be disbursed in accordance
with the terms of this Agreement, or as directed in writing by both the Seller
and the Purchaser. Interest earned on the Deposit shall be deemed to be part of
the Deposit.

          (b)  In the event either the Seller or the Purchaser shall claim
default under the terms of this Agreement, or if either the Seller or the
Purchaser shall claim that it is entitled to the Deposit, then the Escrow Agent
will not be required to deliver the Deposit or the interest thereon to either of
the parties without the written consent of the other; or upon failure thereof,
until the right of either of the parties to receive the Deposit or the interest
shall be fully determined by a court of proper jurisdiction. Notwithstanding the
foregoing, if the Purchaser

                                      -11-


notifies the Escrow Agent, on or before the expiration of the Due Diligence
Period, that it has terminated this Agreement pursuant to Paragraph 3 hereof,
then the Escrow Agent shall release the Deposit to the Purchaser without any
notice to or direction from the Seller.

          (c)  In the event of controversy or litigation arising out of this
transaction which (i) results in any expense or attorney's fees to the Escrow
Agent, by virtue of such claim or default, controversy or litigation, or (ii)
requires a declaratory judgment by proper court as to the disbursement of said
Deposit, the Escrow Agent is hereby authorized to deduct such expense or
attorney's fees out of the sums held in escrow and to pay any remaining balance
over to the party entitled thereto as agreed upon by the parties, or as directed
by a court of competent jurisdiction.

          (d)  The Seller and the Purchaser hereby release and discharge the
Escrow Agent from all matters with respect to the subject matter hereof (except
for negligence or intentional wrongdoing), and agree to indemnify and hold the
escrow Agent harmless from and against all actual, out-of-pocket costs, damages,
judgments, attorney's fees, expenses, obligations, and liabilities of any kind
or nature which, in good faith, the Escrow Agent may incur or sustain in
connection with this Agreement, and without limiting the generality of the
foregoing, the Escrow Agent shall not incur any liability due to a delay in the
electronic wire transfer of funds or with respect to any action taken or omitted
in reliance upon any instrument, including any written notice or instructions
provided for in this Agreement, not only as to its due execution and the
validity and effectiveness of its provisions, but also as to the trust and
accuracy of any information contained therein, which the Escrow Agent shall in
good faith believe to be genuine, to have been signed or presented by a proper
person or persons and to conform with the provisions of this Agreement.

     10.  EMINENT DOMAIN. In the event that at any time or from time to time
prior to the Closing, any proceedings shall be commenced or consummated for the
taking of any part or all of the Premises for public or quasi-public use
pursuant to the power of eminent domain or otherwise, the Seller shall forthwith
give written notice thereof to the Purchaser, provided, however, that the
commencement or completion of the same shall have no effect on this Agreement
unless the Purchaser by reason thereof elects, at its option, within fifteen
(15) days of receipt by it of the Seller's notice of such taking (and, if
applicable, the Closing shall be extended to afford Purchaser such fifteen (15)
day period), to cancel this Agreement by giving written notice thereof to the
Seller to such effect, and upon the giving of such notice, the Escrow Agent
shall promptly return the Deposit to the Purchaser, and this Agreement shall
become null and void and of no further force or effect, with neither party
having any further rights or liabilities hereunder, except for those obligations
that, pursuant to the express terms hereof, survive the termination of this
Agreement, provided that the Purchaser shall not have the right to cancel this
Agreement pursuant to this Section 10 unless the taking is a "substantial"
taking. A taking or condemnation of the Premises shall be deemed "substantial"
if any one or more of the following shall be true: (i) such taking or
condemnation materially adversely affects any right of access to the Premises,
(ii) such taking or condemnation involves more than the equivalent of Two
Hundred and Fifty Thousand Dollars ($250,000.00) in value, (iii) such taking or
condemnation gives any tenant of the Premises the right to cause the termination
of its lease in whole or in part and such tenant exercises such right (provided
that (A) the aforesaid fifteen (15) day period, and the Closing, if necessary,
shall be extended for up to sixty (60) days in order to determine if any

                                      -12-


such tenants have in fact exercised such right; and tenants who have not elected
by then shall be deemed to have exercised such right, and (B) for any tenant or
tenants that in the aggregate lease not more than 5,000 square feet who have
exercised (or have been deemed to have exercised) such option, the Seller may
void the Purchaser's termination of the Agreement by having the Seller
(guaranteed by David A. Mack) lease the space in question for not less than five
(5) years on all of the same terms and conditions as the terminated Lease or
Leases), (iv) such taking or condemnation materially adversely affects any
utility facilities serving the Premises, or (v) such taking or condemnation
gives any tenant of the Premises the right to abate, offset or reduce the amount
of rent payable under its lease other than during restoration, and if not
included in the award, the Purchaser shall receive, at the Closing, an amount
equal to the amount of abated rent during restoration. In the event that,
notwithstanding the commencement of any such proceedings or the completion of
any such taking, the Purchaser shall not elect to, or shall not have the right
to, cancel this Agreement, then, the Seller shall consult with the Purchaser
with respect to such proceedings and any and all settlement discussions with
respect thereto (and if the settlement discussions are subsequent to the
expiration of the Due Diligence Period, (x) the Seller shall allow the Purchaser
to participate therein, and (y) the Seller shall not settle the same without the
Purchaser's consent), and,  upon Closing, the Seller shall pay if received or
assign any and all rights of the Seller, in or to all awards and other
compensation for any such taking to the Purchaser and the Purchaser shall close
in accordance with this Agreement.

     11.  OPERATION OF PREMISES PRIOR TO CLOSING. From and after the execution
of this Agreement and until the Closing, the Seller shall:

          (a)  operate the Premises in the ordinary course of business and in
the same manner that the Seller has operated the Premises, provided, however,
that the Seller shall not be obligated to enter into any new leases for vacant
space unless the Purchaser agrees to pay all brokerage fees and tenant
improvement allowances in connection therewith, and further provided that the
Seller, shall not do, suffer or permit, or agree to do, suffer or permit, any of
the following:

               (i)     subsequent to the expiration of the Due Diligence Period,
without obtaining the prior written consent of the Purchaser, which consent
shall not be unreasonably withheld, and shall be deemed given if the Purchaser
does not respond within ten (10) business days after receipt of a written
request therefor, enter into, amend, waive or diminish any rights under, or
terminate or extend, any Lease or Contract;

               (ii)    subsequent to the expiration of the Due Diligence Period,
take any action that could affect title to the Premises;

               (iii)   subsequent to the expiration of the Due Diligence Period,
sell, encumber, create or grant any interest in the Premises or any part thereof
in any form or manner whatsoever, or otherwise perform or permit any act which
will diminish or otherwise affect the Purchaser's rights under this Agreement or
which will prevent the Seller's full performance of its obligations hereunder;
or

                                      -13-


               (iv)    remove from the Premises any of the fixtures thereon or
any of the Tangible Personal Property other than in the ordinary course of
business.

          If the Seller does anything under (i), (ii) or (iii) above prior to
the expiration of the Due Diligence Period, the Seller shall so notify the
Purchaser within three (3) business days thereafter, and the Purchaser shall
have ten (10) days after written notice of the same from the Seller or the end
of the Due Diligence Period, whichever is later, in which to terminate this
Agreement, in which event the Deposit shall be returned to the Purchaser and
neither the Purchaser nor the Seller shall have any further rights or
liabilities hereunder, except for those obligations that, pursuant to the
express terms hereof, survive the termination of this Agreement.

          (b)  maintain or cause to be maintained in full force and effect
liability, casualty and other insurance upon and in respect to the Premises
against such hazards and in such amounts as are maintained on the date of
execution of this Agreement;

          (c)  notify the Purchaser promptly if the Seller becomes aware of any
transaction or occurrence prior to the Closing Date which would make any of the
representations and warranties of the Seller contained in this Agreement not
true as of the Closing in any material respect;

          (d)  promptly deliver to the Purchaser any and all notices and/or
other written communications delivered to or received from (i) any tenant of the
Premises, (ii) any party under any of the Contracts and/or the Licenses, and
(iii) any governmental authority;

          (e)  perform or cause to be performed all material obligations of the
lessor under the Leases, as the owner of the Premises under the Leases and as
the owner of the Premises under any Contracts that the Purchaser elects to
assume at the Closing; and

          (f)  not apply any security deposits under any Leases other than in
accordance with such Leases and to notify the Purchaser when the Seller has
applied any security deposits.

          (g)  Deliver notice of any litigation, arbitration or other proceeding
or hearing (or upon receipt of any written notice of an intention to institute
the same) before any court or governmental agency that affects the Premises.

     12.  CASUALTIES. In the event of damage by fire or other casualty to the
Premises prior to the Closing, this Agreement shall remain in full force and
effect and in such event the Seller shall consult with Purchaser with respect to
any settlement negotiations (and if the settlement negotiations are subsequent
to the expiration of the Due Diligence Period, (i) the Seller shall allow the
Purchaser to participate therein and (ii) the Seller shall not settle the same
without the Purchaser's consent) with the applicable insurer and shall pay over
(to the extent that the Seller has the same) and assign or cause to be paid over
and assigned to the Purchaser at the Closing any and all proceeds and claims
under any casualty insurance policies insuring the damaged property (and the
Seller shall be responsible for any deductibles) or, if there are no valid and
collectable casualty insurance policies in effect, the Seller shall pay the
Purchaser the estimated amount (as reasonably determined by the Purchaser) to
repair and restore the Premises to the

                                      -14-


same condition as existed immediately prior to such fire or other casualty and
in all events to a condition required under applicable Legal Requirements and
all Leases, up to the Purchase Price, provided that if such restoration amount
is in excess of the Purchase Price, and the Seller elects, in its sole
discretion, not to pay the difference, then the Purchaser shall have the right
to terminate this Agreement in which event the Deposit shall be returned to the
Purchaser and neither the Purchaser nor the Seller shall have any further rights
or liabilities under this Agreement, except for those obligations that, pursuant
to the express terms hereof, survive the termination of this Agreement. In
addition, if the Closing occurs and it is reasonably anticipated that the amount
of rental loss insurance proceeds that will be available will not cover the
amount of abated rent during restoration, then the Seller will be responsible
for any such shortfall that is attributable to any period after the Closing. The
Seller and the Purchaser shall estimate any such shortfall at the Closing and
reconcile the final amount when known, provided that such reconciliation shall
assume that after the Closing, the Purchaser diligently and in good faith
pursues such restoration to completion. Notwithstanding the foregoing, in the
event of fire or other casualty to the Premises prior to the Closing that
affects a "material" portion of the Premises that is not restored prior to the
Closing to substantially the same condition as existed immediately prior to such
casualty, (the Seller being under no obligation to restore any such damage), the
Purchaser shall have the right, by written notice to the Seller within fifteen
(15) days after the Seller has notified the Purchaser that it will not restore
the damage (and if applicable, the Closing shall be extended to afford the
Purchaser such fifteen (15) day period), to terminate this Agreement, in which
event the Deposit shall be returned to the Purchaser. If the Purchaser fails to
so notify the Seller within said fifteen (15) day period, it will be deemed to
have waived its right to terminate this Agreement pursuant to this Paragraph 12.
For the purposes of this Paragraph 12, damage to the Premises shall be deemed to
be "material" if any one or more of the following shall be true: (a) the
estimated cost (as determined by the Seller and the Purchaser in good faith) to
repair or restore the Premises in the condition required above shall exceed
$300,000.00, or (b) any tenant shall have the right to terminate its lease or
any portion thereof on account of such damage and has exercised such right
(provided that (A) the aforesaid fifteen (15) day period and the Closing, if
necessary, shall be extended for up to sixty (60) days in order to determine if
any such tenants have in fact exercised such right; and tenants who have not
elected by then shall be deemed to have exercised such right, and (B) for any
tenant or tenants that in the aggregate lease not more than 5,000 square feet
who have exercised (or have been deemed to have exercised) such option, the
Seller may void the Purchaser's termination of the Agreement by having the
Seller (guaranteed by David A. Mack) lease the space in question for not less
than five (5) years on all of the same terms and conditions as the terminated
Lease or Leases) Within ten (10) days of the Closing Date, the Seller shall
deliver, at the Seller's cost and expense, to the Purchaser UCC, federal and
state tax lien, judgment lien, litigation and bankruptcy searches of the Seller,
for the following jurisdictions: (a) state of formation; (b) state and county in
which the Premises are located; and (c) the state and county of the Seller's
principal place of business (collectively, the "Searches"). The bankruptcy
litigation and judgment lien searches shall include searches of all state and
federal courts located in any of the foregoing jurisdictions. If any of the
Searches discloses any matters that could affect the Seller's ownership
interests in the Premises then the Seller shall procure the unconditional
release, satisfaction or termination of the same prior to the Closing and
provide evidence of such release, satisfaction and/or termination to the
Purchaser on or before the Closing Date. If the Seller shall fail to procure
such unconditional release, satisfaction or termination prior to the

                                      -15-


Closing, then the Purchaser may elect to either (i) terminate this Agreement in
which event the Deposit shall be immediately returned to the Purchaser and
thereupon neither the Seller nor the Purchaser shall have any further rights,
duties or obligations under this Agreement, except for obligations that,
pursuant to the express terms of this Agreement, survive such termination, (ii)
waive its objection and accept the Premises, subject to such matters, in which
event this Agreement shall remain in full force and effect; provided, however,
that if such matter can be removed with the payment of money, then the Purchaser
shall have the right to deduct from the Purchase Price the amount of such
matter, and any amount so deducted from the Purchaser Price shall be paid to the
appropriate party in exchange for the release, satisfaction and/or termination
of such matter; or (iii) sue the Seller for specific performance.

     13.  CONDITION OF PREMISES. This Agreement is entered into upon the
knowledge and inspection of the Purchaser as to the value and condition of the
Premises and except as specifically set forth in this Agreement, the Seller
makes no warranties, representations or promises whatsoever as to the
character, quality, use, value, condition, occupation, or other matters relating
thereto. Except to the extent otherwise provided in this Agreement, the
Purchaser agrees that the Premises shall be in its "as is" condition as of the
Closing Date. Without limiting the generality of the foregoing, the Purchaser's
obligations under this Agreement shall not be affected, nor shall the Purchase
Price hereunder be reduced, in the event that there is any change in the rent
roll attached hereto as EXHIBIT F, including, without limitation, if any Leases
are terminated or any tenants are in default under their Leases, except that if,
as of the Closing, (i) either Stop & Shop or CVS are in bankruptcy, or (ii)
there has been an adverse change in the condition of the Premises, or an adverse
change in the rent roll attached hereto as EXHIBIT F, as a result of any
improper actions by the Seller (including a default by the Seller), then the
Purchaser shall have the right to terminate this Agreement, in which event the
Deposit shall be returned to the Purchaser and neither the Purchaser nor the
Seller shall have any further rights or obligations under this Agreement, except
for those obligations that, by the express terms hereof, survive the termination
of this Agreement.

     14.  (a)  THE SELLER'S REPRESENTATIONS. The Seller represents, unless
otherwise stated, as of the date of this Agreement, to the Purchaser as follows:

               (i)     The Seller has good and marketable title in fee simple to
the Premises subject only to the Permitted Encumbrances.

               (ii)    To Seller's Actual Knowledge, there are no legal or other
actions, proceedings or governmental investigations pending or threatened which
affect the Seller, and/or the Premises or which would materially adversely
affect the ability of the Seller to carry out its obligations hereunder.

               (iii)   The rent roll information set forth on EXHIBIT F attached
hereto, listing all tenants of the Premises and their respective monthly rent,
security deposit, lease term and any existing default, is complete and correct.
(A) To Seller's Actual Knowledge, there are no defaults under any of the Leases,
(B) to Seller's Actual Knowledge, all of the Leases are in full force and
effect, (C) to Seller's Actual Knowledge, the Leases have not been amended or
modified except as set forth on EXHIBIT F and there exist no agreements (other
than the Leases)

                                      -16-


between the landlord under the Leases and the tenants under the Leases, (D) to
Seller's Actual Knowledge, the tenants under the Leases are in occupancy of
their premises and, based solely on the estoppels obtained by the Seller when it
acquired the Premises, the tenants have accepted their premises, (E) to Seller's
Actual Knowledge, all of the landlord obligations under the Leases have been
satisfied, except as set forth on EXHIBIT F, (F) to Seller's Actual Knowledge,
no rent, CAM Charges or other amounts due and payable under the Leases have been
collected more than one (1) month in advance; and (G) all tenant security
deposits are in the form of cash, and not in the form of a letter of credit,
stock or any other form.

               (iv)    To Seller's Actual Knowledge, there are no commissions,
leasing fees or other compensation now or hereafter due or payable, or that
could become due and payable, to any person, firm, corporation or other part
with respect to any of the Leases, including, without limitation, the exercise
by any tenant under any Lease of any right of first offer or refusal, expansion
right or renewal right, except as set forth on EXHIBIT F.

               (v)     There are no Contracts affecting the Premises other than
those set forth on EXHIBIT G attached hereto and any contracts entered into by
any tenants of the Premises. To Seller's Actual Knowledge, there are no defaults
under any of the Contracts, and all of the Contracts are in full force and
effect.

               (vi)    To Seller's Actual Knowledge, EXHIBIT H is an accurate
description of each of the Licenses, as amended and in effect, except for any
Licenses that any tenants are required to obtain. To Seller's Actual Knowledge,
each of the Licenses is in full force and effect and in good standing, and
neither the Seller, nor any agent or employee of the Seller or has received
notice of any intention on the part of the issuing authority to cancel, suspend
or modify any of the Licenses or to take any action or institute any proceedings
to effect such a cancellation, suspension or modification.

               (vii)   The Seller has full capacity, right, power and authority
to execute, deliver and perform this Agreement and all documents to be executed
by the Seller pursuant hereto, and all required action and approvals therefore
have been duly taken and obtained. The individuals signing this Agreement and
all other documents executed or to be executed pursuant hereto on behalf of the
Seller are and shall be duly authorized to sign the same on the Seller's behalf
and to bind the Seller thereto. This Agreement and all documents to be executed
pursuant hereto by the Seller are and shall be binding upon and enforceable
against the Seller in accordance with their respective terms. The execution and
delivery of this Agreement and the performance by the Seller of all transactions
contemplated by this Agreement to be performed by the Seller (including the
execution and delivery of all documents required by this Agreement to be
executed and delivered by the Seller):

                       (A)  Will not (i) breach any agreements, contractual
covenants or restrictions between the Seller and any third party or affecting
the Seller, or the Premises or (ii) create or cause to be created any mortgage,
lien, encumbrance or charge on the Premises other than those permitted by this
Agreement;

                                      -17-


                       (B)  Are not threatened with invalidity or
unenforceability by any action, proceeding or investigation pending or
threatened by or against the Seller and/or the Premises; and

                       (C)  Will not result in a breach of or constitute a
default or permit acceleration of maturity under any indenture, mortgage, deed
of trust, loan agreement or other agreement to which the Seller and/or the
Premises is subject or by which the Seller and/or the Premises is bound.

               (viii)  Intentionally Omitted.

               (ix)    The entering into of this Agreement will not constitute
or result in a violation or breach of any judgment, order, writ, injunction or
decree imposed upon Seller and/or the Premises, or result in a violation of
Seller's organizational documents, or any law, order, rule or regulation of any
governmental authority applicable to Seller and/or the Premises. No approval,
consent, order or authorization of, or designation, registration or filing with
any governmental authority is required in connection with the due and valid
execution and delivery of this Agreement by Seller or Seller's performance under
this Agreement. No bankruptcy, insolvency, rearrangement or similar actions or
proceedings, whether voluntary or involuntary, are pending or threatened against
Seller and Seller has no intention of filing or commencing any such action or
proceeding, and Seller, has not made any general assignment for the benefit of
creditors.

               (x)     The Seller has good and marketable title to the Tangible
Personal Property and each item thereof free and clear of liens, security
interests, encumbrances, imperfections of title, claims, charges, leases and
restrictions of every kind and description.

               (xi)    Except for the Seller and the tenants under the Leases,
there are no persons in possession or occupancy of the Premises or any part
thereof, nor are there any persons who have any possessory rights in respect to
the Premises or any part thereof.

               (xii)   To the Seller's Actual Knowledge, without any
investigation, the improvements on the Premises have been constructed and are
presently used and operated in compliance with all Licenses, all Legal
Requirements and all covenants, easements and restrictions affecting the
Premises, and all obligations of the Seller and/or the Premises with regard to
the Legal Requirements, covenants, easements and restrictions have been and are
being performed in a proper and timely manner. To the Seller's Actual Knowledge,
without any investigation, the interior and exterior structures of the Premises
are in a good state of repair, free of leaks, structural defects and mold.

               (xiii)  The Seller has not received any written notice of any
violations of Legal Requirements in respect to the Premises which have not been
entirely corrected.

               (xiv)   Intentionally Omitted.

               (xv)    There is no existing, pending or, to the best of the
Seller's Actual Knowledge, contemplated, threatened or anticipated (i)
condemnation of any part of the Premises, (ii) widening, change of grade or
limitation on use of streets abutting the Premises,

                                      -18-


(iii) special tax or assessment to be levied against the Premises, (iv) change
in the zoning classification of the Premises, or (v) change in the tax
assessment of the Premises.

               (xvi)   To the Seller's Actual Knowledge, based solely and except
as disclosed in an environmental report entitled: "Environmental Investigation
Summary, New Britain Stop & Shop Redevelopment Project, Corbin Avenue and West
Main Street, New Britain, Connecticut", prepared by Marin Environmental, Inc.
for Keystone Development Corporation, LLC, dated August 2002, Reference No:
A2-0264 and "Limited Environmental Site Assessment Update" for DAM NB, LLC dated
May 23, 2003, prior to and during the Seller's ownership of the Premises, (i) no
Hazardous Materials (as defined in Appendix attached hereto), have been located
on the Premises or have been released into the environment, or discharged,
placed or disposed of at, on or under the Premises; (ii) no underground storage
tanks have been located on the Premises; (iii) the Premises has never been used
as a dump for waste material; and (iv) the Premises and its prior uses comply
with and at all times have complied with, any applicable governmental law,
regulation or requirement relating to environmental and occupational health and
safety matters and Hazardous Materials.

               (xvii)  The Seller has not granted any right or option to
purchase or acquire the Premises (other than Stop & Shop's right referred to in
Paragraph 34 hereof).

               (xviii) The Seller is not a "foreign person" within the meaning
of the Internal Revenue Code of 1986, as amended (the "Code"), the transaction
contemplated hereby does not constitute a disposition of a U.S. real property
interest by a foreign person, and at Closing no person, including without
limitation, the Purchaser and its counsel and the Title Company, will be subject
to the withholding requirements of Section 1445 of the Code.

               (xix)   The Seller has no employees.

               (xx)    The Seller is a limited liability company duly formed and
validly existing under the laws of the State of Connecticut.

               (xxi)   The Seller owns all of the landlord's interest in the
Leases and the property owner's interests in the Contracts, the Licenses and the
Intangible Personal Property; and the Seller's interest and title therein has
not been assigned, pledged or otherwise transferred, except to the Seller's
present mortgagee, which will be released at Closing

          (b)  THE PURCHASER'S REPRESENTATIONS. The Purchaser represents, unless
otherwise stated, as of the date hereof and as of the Closing Date, to the
Seller as follows:

               (i)     The Purchaser is a corporation duly organized, validly
existing, and in good standing under the laws of the State of Illinois.

               (ii)    This Agreement constitutes the legal, valid, and binding
obligation of the Purchaser, enforceable against the Purchaser in accordance
with its terms. The Purchaser has the absolute and unrestricted right, power,
and authority to execute and deliver this Agreement and to perform its
obligations under this Agreement.

                                      -19-


               (iii)   The Purchaser has full capacity, right, power and
authority to execute, deliver and perform this Agreement and all documents to be
executed by the Purchaser pursuant hereto, and all required action and approvals
therefore have been duly taken and obtained. The individuals signing this
Agreement and all other documents executed or to be executed pursuant hereto on
behalf of the Purchaser are and shall be duly authorized to sign the same on the
Purchaser's behalf and to bind the Purchaser thereto. This Agreement and all
documents to be executed pursuant hereto by the Purchaser are and shall be
binding upon and enforceable against the Purchaser in accordance with their
respective terms. The execution and delivery of this Agreement and the
performance by the Purchaser of all transactions contemplated by this Agreement
to be performed by the Purchaser (including the execution and delivery of all
documents required by this Agreement to be executed and delivered by the
Purchaser);

                       (A)  Will not breach any agreements, contractual
covenants or restrictions between the Purchaser and any third party; and

                       (B)  Are not threatened with invalidity or
unenforceability by any action, proceeding or investigation pending or
threatened by or against the Purchaser.

               (iv)    The Purchaser is not and will not be required to obtain
any consent from any person in connection with the execution and delivery of
this Agreement or the consummation or performance of the contemplated
transactions.

               (v)     To the Purchaser's knowledge, there is no pending
proceeding that has been commenced against the Purchaser and that changes, or
may have the effect of preventing, delaying, making illegal, or otherwise
interfering with, any of the herein contemplated transactions. To the
Purchaser's knowledge, no such proceeding has been threatened.

     15.  DEFAULT.

          (a)  If the Purchaser defaults with respect to any of the obligations
herein imposed on it, and the Seller is not in default, and, if such default
does not consist of the Purchaser's refusal to close, if such default is not
cured by the Purchaser within fifteen (15) days after written notice thereof
from the Seller (or a longer period of time (not to exceed a total of thirty
(30) days from said notice of default) if the Purchaser is diligently attempting
to cure), then the Escrow Agent shall pay to the Seller and the Seller shall
retain as liquidated damages, and as its sole and exclusive remedy under this
Agreement, at law and in equity, the Deposit and the Purchaser shall forfeit all
rights it may have to the Premises by virtue of this Agreement, and all rights
and liabilities of the parties hereto by reason of this Agreement shall be
deemed at an end, except for those obligations that, pursuant to the express
terms of this Agreement, survive the termination of this Agreement. There shall
be no cure periods if the default is a refusal to close.

          (b)  If the Seller defaults with respect to any of its obligations
under this Agreement, and the Purchaser is not in default, and, if such default
does not consist of the Seller's refusal to close, if such default is not cured
by the Seller within fifteen(15) days after written notice thereof from the
Purchaser (or a longer period of time (not to exceed a total of thirty (30) days
from said notice of default) if the Purchaser is diligently attempting to cure),
then

                                      -20-


default hereunder and shall render this contract terminated and null and void at
the option of the Seller. Such option to terminate this Agreement shall be
exercised and made effective by the Seller's execution of a Notice of
Termination of this Agreement and the filing of the same for recording in said
Land Records, which Notice shall be required to be signed only by the Seller to
be effective.

     20.  CONFIDENTIALITY AGREEMENT. Seller and Purchaser agree to maintain the
terms of this Agreement and all negotiations relating to the Premises in strict
confidence. Without limiting the foregoing sentence, neither Seller nor
Purchaser shall issue or cause to be issued any announcement, press release or
other statement concerning the purchase price or any other aspect of the sale to
the press or the general public without the prior written approval of the other
party, which approval shall not be unreasonably withheld. Notwithstanding the
foregoing, the provisions of this Paragraph 20 shall not apply (a) with respect
to any information which was previously or is hereafter publicly disclosed
(other than in violation of the provisions of this Paragraph 20), (b) if
disclosure of this Agreement or the terms hereof are required to be disclosed by
valid order of a court or other governmental body or by any Legal Requirements
(including, without limitation, securities laws) and/or (c) to any disclosure of
this Agreement or the terms hereof to the Seller's and/or the Purchaser's
officers, directors, partners, members, affiliates, underwriters, consultants,
lenders and potential lenders, advisers, attorneys, accountants and employees
that have a need to know, are made aware of, and are instructed to comply with,
this confidentiality provision; the Purchaser shall be responsible for any
improper disclosure by any such party. The Seller acknowledges that the
Purchaser intends to disclose this Agreement and the terms hereof in a filing
with the SEC. This provision shall survive the Closing for five (5) years.

     21.  NONWAIVER.  The failure of the Seller or the Purchaser to insist upon
strict performance of any of the provisions of this Agreement or to exercise any
right herein conferred shall not be construed as a waiver for the future of any
provision, but the same shall remain in full force and effect.

     22.  BROKERS. The Purchaser and the Seller acknowledge that CB Richard
Ellis is the broker which brought about this sale ("Broker"). The Purchaser and
the Seller mutually represent to each that no other real estate broker was
involved in or brought about this transaction by such party, and each party
agrees to save, defend and hold harmless the other from any damages, fees or
expenses incurred as a result of a breach of this representation. Seller shall
be responsible for the payment of any fee, commission and/or other compensation
due Broker in connection with the transaction contemplated by this Agreement.
The provisions of this Section shall survive the Closing.

     23.  NOTICES.  Any and all notices or communications which are required
to be sent, or which may be sent, pursuant to this Agreement by either party to
the other shall be sent by recognized overnight delivery service, as follows:

                                      -22-


          the Seller:    DAM NB, LLC
                         c/o David A. Mack Properties, LLC
                         30 Jelliff Lane
                         Southport, CT 06890
                         Fax: (203) 256-7787

          Copy To:       Peter S. Sorokin, Esq.
                         Rogin, Nassau, Caplan, Lassman & Hirtle, LLC
                         CityPlace I, 22nd Floor
                         Hartford, CT 06103-3460
                         Fax: (860) 278-2179

          the Purchaser: Inland Real Estate Acquisitions, Inc.
                         2901 Butterfield Road
                         Oak Brook, IL 60523
                         Attn: G. Joseph Cosenza
                         Fax: 630-218-4935

          Copy To:       The Inland Real Estate Group, Inc.
                         2901 Butterfield Road
                         Oak Brook, IL 60523
                         Attn: Michael J. Moran
                         Fax: 630-218-4900

or to such other persons and addresses which either party may from time to time
notify the other. Notices shall be deemed effective upon delivery or on refusal
to accept delivery, or one (1) day after delivery by facsimile with a
confirmation the same day by overnight delivery.

     24.  HEADINGS. The headings used herein are for convenience only and are
not to be construed in interpreting this Agreement.

     25.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     26.  EXHIBITS. The Exhibits and Appendices attached to this Agreement
are incorporated herein and made a part hereof, as though fully set out herein.

     27.  GOVERNING LAW. This Agreement shall be construed, enforced and
governed in all respects by the laws of the State of Connecticut. This Agreement
shall not be construed more strictly against one party than against the other
merely by virtue of the fact that this Agreement has been prepared primarily by
counsel for one of the parties hereto, it being recognized that both the Seller
and the Purchaser (and their respective counsels) have contributed substantially
and materially to the preparation of this Agreement.

                                      -23-


     28.  TIME OF THE ESSENCE. The parties agree that any rule of law or equity
to the contrary notwithstanding, time is of the essence of this Agreement;
provided, however, that whenever under the terms of this Agreement the time for
performance of a covenant or condition falls upon a Saturday, Sunday or legal
holiday, such time for performance shall be extended to the next business day.

     29.  FURTHER ASSURANCES. The Seller and the Purchaser each agree to do,
execute, acknowledge and deliver all such further acts, instruments and
assurances and to take all such further action before or after the Closing as
shall be reasonably necessary or desirable to carry out this Agreement and
consummate and effect the transactions contemplated hereby.

     30.  NO THIRD PARTY BENEFITS. This Agreement is for the sole and exclusive
benefit of the parties hereto and their respective heirs, successors and
assigns, and no third parties are intended to or shall have any rights
hereunder.

     31.  ASSIGNMENT. The Purchaser may not assign this Agreement or its rights
hereunder, in whole or in part, to any party, except to Inland Retail Real
Estate Trust, Inc., (the "TRUST"), Inland Retail Real Estate Limited Partnership
(the "PARTNERSHIP") or any affiliate of the Purchaser, the Trust or the
Partnership. The Seller may not assign this Agreement or any of its rights
hereunder, in whole or in part, to any party.

     32.  SEVERABILITY. If any provision or provisions in this Agreement is
found by a court of law to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such portion, provision or provisions
of this Agreement to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent both of the Seller and the Purchaser that such
portion, provision or provisions shall be given force to the fullest possible
extent that they are legal, valid and enforceable that the remainder of this
Agreement shall be construed as if such illegal, invalid, unlawful, void or
unenforceable portion, provision or provisions were not contained therein, and
that the rights, obligations and interest of the Purchaser and the Seller under
the remainder of this Agreement shall continue in full force and effect.

     33.  LITIGATION. In the event of litigation between the parties with
respect to the Premises, this Agreement, the performance of their respective
obligations hereunder and/or the effect of a termination under this Agreement,
the losing party shall pay all costs and expenses incurred by the prevailing
party in connection with such litigation, including, but not limited to, court
costs and reasonable attorney's fees.

     34.  STOP & SHOP'S RIGHT OF FIRST OFFER. The Purchaser acknowledges that
pursuant to the existing lease with the Stop & Shop Supermarket Company ("STOP &
SHOP"), Stop & Shop has a right to purchase the Premises, and accordingly the
terms and conditions of this Agreement, together with the Purchaser's rights
hereunder, shall be subject to such right in favor of Stop & Shop. No later than
the end of the Due Diligence Period, the Seller shall deliver to the Purchaser a
waiver by Stop & Shop of its right to buy the Premises or evidence that notice
has been given and Stop & Shop has failed to exercise its right to buy pursuant
to the terms of the Stop & Shop Lease. If the Seller fails to deliver such
waiver or evidence, this Agreement shall

                                      -24-


be null and void, the Deposit shall be returned to the Purchaser, and neither
the Purchaser nor the Seller shall have any further liabilities under this
Agreement, except for those liabilities that, pursuant to the express provisions
hereof, survive the termination of this Agreement. If Stop & Shop does not waive
its right but fails to exercise its right to buy the Premises, then this
Paragraph 34 shall have no further effect unless the Closing does not occur
within six (6) months thereafter, in which case this Agreement shall again be
subject to said purchase right in favor of Stop & Shop.

     35.  THIRD PARTY EXCHANGES. The Purchaser and the Seller agree to cooperate
with each other in order for the Seller and/or the Purchaser to accomplish a
real estate exchange pursuant to Section 1031 of the Internal Revenue Code,
including, if necessary to modify this Agreement, provided such exchanges do not
cause the Purchaser or the Seller to incur any liability, do not require the
Purchaser or the Seller to take title to any other property, do not delay the
Closing and do not cause the Purchaser or the Seller to incur any additional
cost or expense, other than nominal expense for their attorneys to review any
applicable documents.

     36.  COOPERATION. If requested by the Seller, the Purchaser agrees to
cooperate with the Seller to restructure the sale of the property to minimize
the Seller's taxes, provided that the Purchaser is reasonably satisfied with
such structure and that such structure does not materially delay the Closing
Date or cause the Purchaser to incur additional cost or expense, other than the
expense for its attorney to review and revise the applicable documents.

     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.

                                           PURCHASER:
                                           INLAND REAL ESTATE
                                           ACQUISITIONS, INC.


                                           By: /s/ G. Joseph Cosenza
                                              ----------------------
                                              Its President

                                           SELLER:
                                           DAM NB, LLC


                                           By: /s/ David A. Mack
                                              ------------------
                                              David A. Mack
                                              Its Manager

                                      -25-


STATE OF: ILLINOIS
                     : SS.
COUNTY OF DuPAGE     :

     On this 15 day of August, 2003, personally appeared G. Joseph Cosenza, as
President of Inland REAL Estate Acquisition, Inc., signer and sealer of the
foregoing instrument, and acknowledged the same to be his/her free act and deed
of said corporation/partnership, before me

         "OFFICAL SEAL"                            /s/ Susan M. Maret
         Susan M. Maret                    ----------------------------------
   Notary Public, State of Illinois        Commissioner of the Superior Court
           Will County                     Notary Public
  My Commission Expires Nov. 1, 2003       My Commission Expires:  11/1/03
                                                                 -----------


STATE OF CONNECTICUT :
                     : SS.
COUNTY OF            :

     On this ___ day of _____________, 2003, personally appeared David A. Mack,
as Manager for DAM NB, LLC and signer and sealer of the foregoing instrument,
and acknowledged the same to be his free act and deed, before me.


                                           ----------------------------------
                                           Commissioner of the Superior Court
                                           Notary Public
                                           My Commission Expires:
                                                                 -----------

                                      -26-


                                    EXHIBIT A

                              PROPERTY DESCRIPTION

                                 [SEE ATTACHED]



              FIDELITY NATIONAL TITLE INSURANCE COMPANY OF NEW YORK
                            SCHEDULE C (Description)

PARCEL A
     A certain piece or parcel of land together with all buildings and
improvements thereon located on Corbin Avenue and West Main Street in the City
of New Britain, County of Hartford and State of Connecticut, and shown as
"LAURA-HOWARD REALTY CO., INC. AREA = 179,954.82 S.F. OR AREA = 4.131 AC" on a
certain survey map entitled: "PROPERTY BOUNDARY & EASEMENT PLAN PREPARED FOR
MONTOWESE INDUSTRIAL PARK, INC., LAURA-HOWARD REALTY CO., INC. CORBIN AVE, &
WEST MAIN ST. NEW BRITAIN, CT SCALE 1' = 50' DECEMBER 27, 1999 REVISED TO
DECEMBER 11, 2002 SHEET: PLAN 3 KRATZERT, JONES & ASSOC. INC. CIVIL ENGINEERS -
LAND SURVEYORS - SITE PLANNERS - BUILDING ENGINEERS 1755 MERIDEN-WATERBURY
TURNPIKE, MILLDALE, CT. TEL 621-3638 KJA MAP #47-26", which map or survey is
filed as Map Number 15639 in the office of the Town Clerk of New Britain,
Connecticut as, and more particularly bounded and described as follows:

     Starting at the point of commencement, said point being the southwest
corner of the parcel herein described along the northerly street line of West
Main Street, thence N 08 DEG. 30' 21" E a distance of 400.00 feet to a point;
thence S 80 DEG. 50' 46" E a distance of 382.34 feet to a point; thence S 10
DEG. 48' 39" W a distance of 216.63 feet to a point; thence S 79 DEG. 11' 21" E
a distance of 94.01 feet to a point; thence S 11 DEG. 01' 15" W a distance of
238.20 feet to a point; thence N 73 DEG. 42' 17" W a distance of 161.35 feet to
a point; thence N 73 DEG. 42' 17" W a distance of 300 feet to the point or place
of beginning.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in volume 1342 at page 645.

PARCEL B

     A certain piece or parcel of land together with all buildings and
improvements thereon located on Corbin Avenue and West Main Street in the City
of New Britain, County of Hartford and State of Connecticut, and shown as
"MONTOWESE INDUSTRIAL PARK, INC. AREA = 576,895.08 S.F. OR AREA = 13.244 AC" on
a certain survey map entitled: "PROPERTY BOUNDARY & EASEMENT PLAN PREPARED FOR
MONTOWESE INDUSTRIAL PARK, INC., LAURA-HOWARD REALTY CO., INC. CORBIN AVE. &
WEST MAIN ST. NEW BRITAIN, CT SCALE 1' = 50' DECEMBER 27, 1999 REVISED TO
DECEMBER 11, 2002 SHEET: PLAN 3 KRATZERT, JONES & ASSOC. INC. CIVIL ENGINEERS -
LAND SURVEYORS - SITE PLANNERS - BUILDING ENGINEERS 1755 MERIDEN-WATERBURY
TURNPIKE, MILLDALE, CT. TEL 621-3638 KJA MAP #47-26", which map or survey is
filed as Map Number 15639 in the office of the Town Clerk of New Britain,
Connecticut as, and more particularly bounded and described as follows:

     Starting at the point of commencement, said point near the northeast corner
of



parcel herein described and along the western boundary of land now or formerly
of The Stanley Works and 213.71 feet north of land now or formerly of Acme
Steel; thence S 10 DEG. 59' 20" W 213.71 feet to a point; thence N 79 DEG. 02'
47" W 61.50 feet to a point; thence S 10 DEG. 48' 39" W 288.17 feet to a point;
thence S 78 DEG. 46' 35" E 71.50 feet to a point; thence S 09 DEG. 11' 13" W
439.95 feet to a point; thence N 73 DEG. 51' 20" W 142.13 feet to a point;
thence S 08 DEG. 28' 13" W 230.00 feet to a point; thence N 73 DEG. 42' 17" W
109.20 feet to a point; thence N 11 DEG. 01' 15" E 238.20 feet to a point;
thence N 79 DEG. 11' 21" W 94.01 feet to a point; thence N 10 DEG. 48' 39" E
216.63 feet to a point; thence N 80 DEG. 50' 46" W 382.34 feet to a point;
thence N 08 DEG. 30' 21" E 193.71 feet to a point; thence along a curve to the
right having the following dimensions, a delta of 24 DEG. 45' 16" with a radius
length of 470.00 feet, an arc length of 203.06 feet'; thence N 33 DEG. 15' 34" E
334.04 feet to a point; thence S 84 DEG. 48' 06" E 186.63 feet to a point;
thence N 05 DEG. 11' 54" E 50.08 feet to a point; thence N 33 DEG. 28' 27" E
56.72 feet to a point; thence S 84 DEG. 37' 52" E 262.33 feet to a point; thence
S 05 DEG. 11' 54" W 148.79 feet to a point; thence S 85 DEG. 17' 26" E 61.30
feet to a point, said point at the point and place of commencement.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in volume 1342 at page 645.

Together with rights as set forth in a Declaration of Easements, Covenants and
Agreements by and between Acme Packaging Corporation and N.B. Realty Corp., Inc.
dated February 5, 1999 and recorded in volume 1297 at page 44.



the Purchaser shall have the right either to: (i) demand an immediate refund of
the Deposit from the Escrow Agent, and upon receipt of same this Agreement shall
be null and void, or (ii) to sue for specific performance of this Agreement.
There shall be no cure periods if the default is a refusal to close.
Notwithstanding the foregoing, in the event that the Seller's default, failure
to comply or breach of this Agreement shall be due to or on account of any
intentional act of the Seller or any of its employees, agents, representatives,
shareholders, members of partners, or if the Seller makes any intentional
misrepresentation under this Agreement, then, in addition to the other rights
and remedies available to the Purchaser as set forth above, the Seller shall, if
the Purchaser has terminated this Agreement, immediately upon demand, reimburse
the Purchaser for any and all out-of-pocket costs and expenses suffered or
incurred by the Purchaser in connection with the transaction contemplated under
this Agreement, including without limitation, all costs and expenses incurred by
the Purchaser in connection with its due diligence review of the Premises.

     16.  INDEMNITY. For a period of one year after the Closing Date, the Seller
hereby agrees to indemnify and hold the Purchaser, its affiliates, members and
partners, and the partners, shareholders, officers, directors, employees,
representatives and agents of each of the foregoing harmless from and against
any and all costs, fees, expenses, damages, deficiencies, interest and penalties
(including, without limitation, reasonable attorneys' fees and disbursements)
suffered or incurred by any such indemnified party in connection with any and
all losses, liabilities, claims, damages and expenses ("LOSSES"), arising out
of, or in any way relating to any breach of any representation, warranty or
covenant of the Seller contained in this Agreement or in any certificate,
instrument or other document delivered pursuant hereto. For a period of one (1)
year after the Closing, the Purchaser hereby agrees to indemnify and hold the
Seller, and their affiliates, members and partners, and the partners,
shareholders, officers, directors, employees, representatives and agents of each
of the foregoing harmless from any and all Losses arising out of, or in any way
relating any breach of any representation, warranty or covenant of the Purchaser
contained in this Agreement or in any certificate, instrument or other document
delivered pursuant hereto This Paragraph 16 shall survive the Closing. This
Paragraph 16 shall not limit or restrict the provisions of Paragraph 8 hereof
regarding adjustments and reconciliations.

     17.  ENTIRE AGREEMENT. This Agreement contains the entire agreement by and
between the parties hereto affecting the Premises and supersedes any and all
previous agreements, written or oral, between said parties. If two or more
persons or entities constitute either the Seller or the Purchaser, the word "THE
SELLER" or the word "THE PURCHASER" shall be construed to mean the plural unless
the context clearly indicates a contrary intent. Unless otherwise specifically
provided herein, pronouns of any gender shall include the other gender wherever
the sense of this Agreement requires them to.

     18.  SUCCESSION.  The rights and obligations contained herein shall be
binding upon and inure to the benefit of the heirs, successors and permitted
assigns of the parties hereto.

     19.  OPTIONAL TERMINATION UPON RECORDING.  The Purchaser agrees that it
shall not file this Agreement on the City of New Britain Land Records or
elsewhere. In the event the Purchaser violates this provision by so filing for
recording, such act shall be deemed to be a

                                      -21-


default hereunder and shall render this contract terminated and null and void at
the option of the Seller. Such option to terminate this Agreement shall be
exercised and made effective by the Seller's execution of a Notice of
Termination of this Agreement and the filing of the same for recording in said
Land Records, which Notice shall be required to be signed only by the Seller to
be effective.

     20.  CONFIDENTIALITY AGREEMENT. Seller and Purchaser agree to maintain the
terms of this Agreement and all negotiations relating to the Premises in strict
confidence. Without limiting the foregoing sentence, neither Seller nor
Purchaser shall issue or cause to be issued any announcement, press release or
other statement concerning the purchase price or any other aspect of the sale to
the press or the general public without the prior written approval of the other
party, which approval shall not be unreasonably withheld. Notwithstanding the
foregoing, the provisions of this Paragraph 20 shall not apply (a) with respect
to any information which was previously or is hereafter publicly disclosed
(other than in violation of the provisions of this Paragraph 20), (b) if
disclosure of this Agreement or the terms hereof are required to be disclosed by
valid order of a court or other governmental body or by any Legal Requirements
(including, without limitation, securities laws) and/or (c) to any disclosure of
this Agreement or the terms hereof to the Seller's and/or the Purchaser's
officers, directors, partners, members, affiliates, underwriters, consultants,
lenders and potential lenders, advisers, attorneys, accountants and employees
that have a need to know, are made aware of, and are instructed to comply with,
this confidentiality provision; the Purchaser shall be responsible for any
improper disclosure by any such party. The Seller acknowledges that the
Purchaser intends to disclose this Agreement and the terms hereof in a filing
with the SEC. This provision shall survive the Closing for five (5) years.

     21.  NONWAIVER.  The failure of the Seller or the Purchaser to insist upon
strict performance of any of the provisions of this Agreement or to exercise any
right herein conferred shall not be construed as a waiver for the future of any
provision, but the same shall remain in full force and effect.

     22.  BROKERS. The Purchaser and the Seller acknowledge that CB Richard
Ellis is the broker which brought about this sale ("Broker"). The Purchaser and
the Seller mutually represent to each that no other real estate broker was
involved in or brought about this transaction by such party, and each party
agrees to save, defend and hold harmless the other from any damages, fees or
expenses incurred as a result of a breach of this representation. Seller shall
be responsible for the payment of any fee, commission and/or other compensation
due Broker in connection with the transaction contemplated by this Agreement.
The provisions of this Section shall survive the Closing.

     23.  NOTICES.  Any and all notices or communications which are required
to be sent, or which may be sent, pursuant to this Agreement by either party to
the other shall be sent by recognized overnight delivery service, as follows:

                                      -22-


          the Seller:    DAM NB, LLC
                         c/o David A. Mack Properties, LLC
                         30 Jelliff Lane
                         Southport, CT 06890
                         Fax: (203) 256-7787

          Copy To:       Peter S. Sorokin, Esq.
                         Rogin, Nassau, Caplan, Lassman & Hirtle, LLC
                         CityPlace I, 22nd Floor
                         Hartford, CT 06103-3460
                         Fax: (860) 278-2179

          the Purchaser: Inland Real Estate Acquisitions, Inc.
                         2901 Butterfield Road
                         Oak Brook, IL 60523
                         Attn: G. Joseph Cosenza
                         Fax: 630-218-4935

          Copy To:       The Inland Real Estate Group, Inc.
                         2901 Butterfield Road
                         Oak Brook, IL 60523
                         Attn: Michael J. Moran
                         Fax: 630-218-4900

or to such other persons and addresses which either party may from time to time
notify the other. Notices shall be deemed effective upon delivery or on refusal
to accept delivery, or one (1) day after delivery by facsimile with a
confirmation the same day by overnight delivery.

     24.  HEADINGS. The headings used herein are for convenience only and are
not to be construed in interpreting this Agreement.

     25.  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     26.  EXHIBITS. The Exhibits and Appendices attached to this Agreement
are incorporated herein and made a part hereof, as though fully set out herein.

     27.  GOVERNING LAW. This Agreement shall be construed, enforced and
governed in all respects by the laws of the State of Connecticut. This Agreement
shall not be construed more strictly against one party than against the other
merely by virtue of the fact that this Agreement has been prepared primarily by
counsel for one of the parties hereto, it being recognized that both the Seller
and the Purchaser (and their respective counsels) have contributed substantially
and materially to the preparation of this Agreement.

                                      -23-


     28.  TIME OF THE ESSENCE. The parties agree that any rule of law or equity
to the contrary notwithstanding, time is of the essence of this Agreement;
provided, however, that whenever under the terms of this Agreement the time for
performance of a covenant or condition falls upon a Saturday, Sunday or legal
holiday, such time for performance shall be extended to the next business day.

     29.  FURTHER ASSURANCES. The Seller and the Purchaser each agree to do,
execute, acknowledge and deliver all such further acts, instruments and
assurances and to take all such further action before or after the Closing as
shall be reasonably necessary or desirable to carry out this Agreement and
consummate and effect the transactions contemplated hereby.

     30.  NO THIRD PARTY BENEFITS. This Agreement is for the sole and exclusive
benefit of the parties hereto and their respective heirs, successors and
assigns, and no third parties are intended to or shall have any rights
hereunder.

     31.  ASSIGNMENT. The Purchaser may not assign this Agreement or its rights
hereunder, in whole or in part, to any party, except to Inland Retail Real
Estate Trust, Inc., (the "TRUST"), Inland Retail Real Estate Limited Partnership
(the "PARTNERSHIP") or any affiliate of the Purchaser, the Trust or the
Partnership. The Seller may not assign this Agreement or any of its rights
hereunder, in whole or in part, to any party.

     32.  SEVERABILITY. If any provision or provisions in this Agreement is
found by a court of law to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such portion, provision or provisions
of this Agreement to be illegal, invalid, unlawful, void or unenforceable as
written, then it is the intent both of the Seller and the Purchaser that such
portion, provision or provisions shall be given force to the fullest possible
extent that they are legal, valid and enforceable that the remainder of this
Agreement shall be construed as if such illegal, invalid, unlawful, void or
unenforceable portion, provision or provisions were not contained therein, and
that the rights, obligations and interest of the Purchaser and the Seller under
the remainder of this Agreement shall continue in full force and effect.

     33.  LITIGATION. In the event of litigation between the parties with
respect to the Premises, this Agreement, the performance of their respective
obligations hereunder and/or the effect of a termination under this Agreement,
the losing party shall pay all costs and expenses incurred by the prevailing
party in connection with such litigation, including, but not limited to, court
costs and reasonable attorney's fees.

     34.  STOP & SHOP'S RIGHT OF FIRST OFFER. The Purchaser acknowledges that
pursuant to the existing lease with the Stop & Shop Supermarket Company ("STOP &
SHOP"), Stop & Shop has a right to purchase the Premises, and accordingly the
terms and conditions of this Agreement, together with the Purchaser's rights
hereunder, shall be subject to such right in favor of Stop & Shop. No later than
the end of the Due Diligence Period, the Seller shall deliver to the Purchaser a
waiver by Stop & Shop of its right to buy the Premises or evidence that notice
has been given and Stop & Shop has failed to exercise its right to buy pursuant
to the terms of the Stop & Shop Lease. If the Seller fails to deliver such
waiver or evidence, this Agreement shall

                                      -24-


be null and void, the Deposit shall be returned to the Purchaser, and neither
the Purchaser nor the Seller shall have any further liabilities under this
Agreement, except for those liabilities that, pursuant to the express provisions
hereof, survive the termination of this Agreement. If Stop & Shop does not waive
its right but fails to exercise its right to buy the Premises, then this
Paragraph 34 shall have no further effect unless the Closing does not occur
within six (6) months thereafter, in which case this Agreement shall again be
subject to said purchase right in favor of Stop & Shop.

     35.  THIRD PARTY EXCHANGES. The Purchaser and the Seller agree to cooperate
with each other in order for the Seller and/or the Purchaser to accomplish a
real estate exchange pursuant to Section 1031 of the Internal Revenue Code,
including, if necessary to modify this Agreement, provided such exchanges do not
cause the Purchaser or the Seller to incur any liability, do not require the
Purchaser or the Seller to take title to any other property, do not delay the
Closing and do not cause the Purchaser or the Seller to incur any additional
cost or expense, other than nominal expense for their attorneys to review any
applicable documents.

     36.  COOPERATION. If requested by the Seller, the Purchaser agrees to
cooperate with the Seller to restructure the sale of the property to minimize
the Seller's taxes, provided that the Purchaser is reasonably satisfied with
such structure and that such structure does not materially delay the Closing
Date or cause the Purchaser to incur additional cost or expense, other than the
expense for its attorney to review and revise the applicable documents.

     IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their
hands and seals as of the day and year first above written.

                                           PURCHASER:
                                           INLAND REAL ESTATE
                                           ACQUISITIONS, INC.


                                           By: /s/ G. Joseph Cosenza
                                              ----------------------
                                              Its President

                                           SELLER:
                                           DAM NB, LLC


                                           By: /s/ David A. Mack
                                              ----------------------
                                              David A. Mack
                                              Its Manager

                                      -25-


STATE OF : ILLINOIS
                     :  ss.
COUNTY OF DuPAGE     :

     On this 15 day of August, 2003, personally appeared G. Joseph Cosenza as
President of Inland REAL Estate Acquisition, Inc., signer and sealer of the
foregoing instrument, and acknowledged the same to be his/her free act and deed
of said corporation/partnership, before me

            "OFFICIAL SEAL"                        /s/ Susan M. Maret
            Susan M. Maret                 ----------------------------------
   Notary Public, State of Illinois        Commissioner of the Superior Court
             Will County                   Notary Public
  My Commission Expires Nov. 1, 2003       My Commission Expires:  11/1/03
                                                                 -----------


STATE OF CONNECTICUT :
                     :  ss.
COUNTY OF            :

     On this ____ day of ___________, 2003, personally appeared David A. Mack,
as Manager for DAM NB, LLC and signer and sealer of the foregoing instrument,
and acknowledged the same to be his free act and deed, before me.


                                           ----------------------------------
                                           Commissioner of the Superior Court
                                           Notary Public
                                           My Commission Expires:
                                                                 -----------

                                      -26-


                                    EXHIBIT A

                              PROPERTY DESCRIPTION

                                 [SEE ATTACHED]



              Fidelity National Title Insurance Company of New York
                            SCHEDULE C (Description)


PARCEL A

     A certain piece or parcel of land together with all buildings and
improvements thereon located on Corbin Avenue and West Main Street in the City
of New Britain, County of Hartford and State of Connecticut, and shown as
"LAURA-HOWARD REALTY CO., INC. AREA = 179,954.82 S.F. OR AREA = 4.131 AC" on a
certain survey map entitled: "PROPERTY BOUNDARY & EASEMENT PLAN PREPARED FOR
MONTOWESE INDUSTRIAL PARK, INC., LAURA-HOWARD REALTY CO., INC. CORBIN AVE. &
WEST MAIN ST. NEW BRITAIN, CT SCALE 1' = 50' DECEMBER 27, 1999 REVISED TO
DECEMBER 11, 2002 SHEET: PLAN 3 KRATZERT, JONES & ASSOC. INC. CIVIL ENGINEERS -
LAND SURVEYORS - SITE PLANNERS - BUILDING ENGINEERS 1755 MERIDEN-WATERBURY
TURNPIKE, MILLDALE, CT. TEL 621-3638 KJA MAP #47-26", which map or survey is
filed as Map Number 15639 in the office of the Town Clerk of New Britain,
Connecticut as, and more particularly bounded and described as follows:

     Starting at the point of commencement, said point being the southwest
corner of the parcel herein described along the northerly street line of West
Main Street, thence N 08 DEG. 30' 21" E a distance of 400.00 feet to a point;
thence S 80 DEG. 50' 46" E a distance of 382.34 feet to a point; thence S
10 DEG. 48' 39" W a distance of 216.63 feet to a point; thence S 79 DEG.
11' 21" E a distance of 94.01 feet to a point; thence S 11 DEG. 01' 15" W a
distance of 238.20 feet to a point; thence N 73 DEG. 42' 17" W a distance of
161.35 feet to a point; thence N 73 DEG. 42' 17" W a distance of 300 feet to
the point or place of beginning.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in volume 1342 at page 645.


PARCEL B

     A certain piece or parcel of land together with all buildings and
improvements thereon located on Corbin Avenue and West Main Street in the City
of New Britain, County of Hartford and State of Connecticut, and shown as
"MONTOWESE INDUSTRIAL PARK, INC. AREA = 576,895.08 S.F. OR AREA = 13.244 AC" on
a certain survey map entitled: "PROPERTY BOUNDARY & EASEMENT PLAN PREPARED FOR
MONTOWESE INDUSTRIAL PARK, INC., LAURA-HOWARD REALTY CO., INC. CORBIN AVE. &
WEST MAIN ST. NEW BRITAIN, CT SCALE 1' = 50' DECEMBER 27, 1999 REVISED TO
DECEMBER 11, 2002 SHEET: PLAN 3 KRATZERT, JONES & ASSOC. INC. CIVIL ENGINEERS -
LAND SURVEYORS - SITE PLANNERS - BUILDING ENGINEERS 1755 MERIDEN-WATERBURY
TURNPIKE, MILLDALE, CT. TEL 621-3638 KJA MAP #47-26", which map or survey is
filed as Map Number 15639 in the office of the Town Clerk of New Britain,
Connecticut as, and more particularly bounded and described as follows:

     Starting at the point of commencement, said point near the northeast corner
of

Form 26-07-505-93 (6/93)



parcel herein described and along the western boundary of land now or formerly
of The Stanley Works and 213.71 feet north of land now or formerly of Acme
Steel; thence S 10 DEG. 59' 20" W 213.71 feet to a point; thence N 79 DEG. 02'
47" W 61.50 feet to a point; thence S 10 DEG. 48' 39" W 288.17 feet to a point;
thence S 78 DEG. 46' 35" E 71.50 feet to a point; thence S 09 DEG. 11' 13" W
439.95 feet to a point; thence N 73 DEG. 51' 20" W 142.13 feet to a point;
thence S 08 DEG. 28' 13" W 230.00 feet to a point; thence N 73 DEG. 42" 17" W
109.20 feet to a point; thence N 11 DEG. 01' 15" E 238.20 feet to a point;
thence N 79 DEG. 11' 21" W 94.01 feet to a point; thence N 10 DEG. 48' 39" E
216.63 feet to a point; thence N 80 DEG. 50' 46" W 382.34 feet to a point;
thence N 08 DEG. 30' 21" E 193.71 feet to a point; thence along a curve to the
right having the following dimensions, a delta of 24 DEG. 45' 16" with a radius
length of 470.00 feet, an arc length of 203.06 feet'; thence N 33 DEG. 15' 34" E
334.04 feet to a point; thence S 84 DEG. 48' 06" E 186.63 feet to a point;
thence N 05 DEG. 11' 54" E 50.08 feet to a point; thence N 33 DEG. 28' 27" E
56.72 feet to a point; thence S 84 DEG. 37' 52" E 262.33 feet to a point; thence
S 05 DEG. 11' 54" W 148.79 feet to a point; thence S 85 DEG. 17' 26" E 61.30
feet to a point; said point at the point and place of commencement.

Together with rights as set forth in a Reciprocal Easement Agreement by and
between Laura-Howard Realty Company, Inc. and Montowese Industrial Park, Inc.
dated February 28, 2000 and recorded in volume 1342 at page 645.

Together with rights as set forth in a Declaration of Easements, Covenants and
Agreements by and between Acme Packaging Corporation and N.B. Realty Corp., Inc.
dated February 5, 1999 and recorded in volume 1297 at page 44.


Form 26-07-505-93 (6/93)



                                    EXHIBIT B

                         FORM OF TENANT ESTOPPEL LETTER

TO:  Inland Real Estate Acquisitions, Inc., and its successors and assigns
     [Name of Prospective Property Owner], and its successors and assigns
     2901 Butterfield Road
     Oak Brook, Illinois 60523

RE:  [ADDRESS OF THE PROPERTY] (the "Property")

Ladies and Gentlemen:

     The following statements are made with the knowledge that Inland Real
Estate Acquisitions, Inc., [Name of Prospective Property Owner], and their
respective successors and assigns (individually and collectively, as applicable,
"Purchaser"), their respective lenders and/or investors are relying on them in
connection with the acquisition of the Property by Purchaser and, in connection
therewith, the assignment of the Lease (defined below) to Purchaser, and
Purchaser and its respective lenders, successors, assigns and successor owners
of the Property may rely on such statements for that purpose.

     The undersigned ("Tenant"), being the Tenant under the Lease covering
certain premises (the "Leased Premises") in the Property, hereby certifies,
represents, warrants, covenants and agrees as follows:

     1.   Tenant is the tenant under a Lease with ___________ ("Landlord") dated
____________________ [INSERT THE TITLE AND DATE OF, AND DATE OF ALL AMENDMENTS,
MODIFICATIONS AND ANY OTHER AGREEMENTS RELATING TO, THE LEASE, i.e., as amended
by that certain First Amendment, dated ________________ ...] (collectively, the
Lease). The Lease demises to Tenant approximately ______________ (_____________)
square feet in the Property. The initial term of the Lease commenced on
____________, 20___, and will expire on ______________, __________, exclusive of
unexercised renewal options and extension options contained in the Lease. Tenant
has ____ options to extend the term of the Lease for ____ years. There have been
no other amendments, modifications, revisions or supplements to the Lease, and
there are no other agreements of any kind between Landlord and Tenant regarding
the Leased Premises.

     2.   The Lease has been duly authorized and executed by Tenant and is in
good standing and in full force and effect. Attached is a true, correct and
complete copy of the Lease.

     3.   Tenant has accepted, is in sole possession of, and is presently
occupying the Leased Premises. The Lease has not been hypothecated or assigned
by operation of law or otherwise by Tenant and no subleases, concession
agreement, license, use or other occupancy agreement covering the Leased
Premises, or any portion of the Leased Premises, has been entered into by Tenant
except ________________________.

     4.   Tenant commenced paying rent on __________, 20___. Tenant is currently
obligated to pay fixed or base rent under the Lease in the annual amount of
____________ Dollars ($_______), payable in advance, in equal monthly
installments of ____________ Dollars ($_______). The Lease provides for Tenant
to pay to Landlord as additional rent ______ percent (_____%) of operating
expenses, common area maintenance charges, insurance premiums and real



property taxes ("Tenant's Share"). Tenant currently is paying, monthly, in
advance, as additional rent under the Lease, equal installments (as estimated by
Landlord pursuant to the Lease) of the Tenant's Share in the amount of
$_____________. Percentage Rent for the last fiscal year of Tenant ending _____,
20____ in the amount of ___________ Dollars ($_______), based on Tenant's gross
receipts (as defined in the Lease) of ($________), has been paid by Tenant to
Landlord. All rent has been paid under the Lease through ______________, 20___.
No rent under the Lease has been paid more than (1) month in advance, and no
other sums have been deposited with Landlord other than _______________ Dollars
($________) deposited as security under the Lease. Such security deposit is not
subject to any set-off or reduction or any increase for interest or other credit
due to Tenant. Tenant is entitled to no rent abatement, concessions, free rent,
allowances for improvements, refurbishment or otherwise or other similar
compensation in connection with renting the Leased Premises except as follows:
___________________. Tenant has no setoffs, claims or defenses to the
enforcement of the Lease by Landlord and no deductions or credits against rent
under the Leases except as follows: _______________________. Landlord has not
rebated, reduced or waived any amounts due from Tenant under the Lease, nor has
Landlord provided financing for, made loans or advances to, or invested in
Tenant's business.

     5.   Neither Landlord nor Tenant is in default under the Lease beyond any
applicable cure period and no event has occurred which, with the giving of
notice or passage of time, or both, could result in such default. As of the date
of this estoppel certificate, there is no dispute between Landlord and Tenant,
and there is no litigation between Landlord and Tenant with respect to the Lease
or the Leased Premises, and there has been no litigation between Landlord (or
any predecessor landlord) and Tenant with respect to the Lease or the Leased
Premises or Tenant's use and occupancy thereof. Tenant has not received any
notice of any present violation of any federal, state, county or municipal laws,
regulations, ordinances, order or directives relating to use, operation or
condition of the Leased Premises or the Property.

     6.   Except as specifically stated in the Lease, Tenant has not been
granted (a) any option to extend the term of the Lease, (b) any option to expand
the Leased Premises or to lease additional space within the Property, (c) any
right of first refusal on any space at the Property, or (d) any option or right
of first refusal to purchase the Leased Premises or the Building or any part
thereof. Tenant has no option to terminate the Lease as to the Leased Premises
or any part or portion thereof prior to its stated expiration except as follows:
_____________________________.

     7.   All obligations and conditions under the Lease to be performed to date
by Landlord have been satisfied, free of defenses and set-offs, including all
construction work and tenant improvements in the Leased Premises, and Landlord
has made all contributions, if any, required of Landlord under the Leases.
Landlord is not obligated to provide or construct any further tenant
improvements or other tenant allowances except as follows:

     8.   Tenant has not received any notice of a prior sale, transfer,
assignment, pledge or other hypothecation of the Leased Premises or the Leases
or the rents thereunder except _________________. Tenant has not (a) applied for
the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of itself or of all or a substantial part of the Property,
(b) admitted in writing its inability to pay its debts as they become due, (c)
made a general assignment for the benefit of its creditors, (d) filed a
voluntary petition or commenced a voluntary case or proceeding under the Federal
Bankruptcy Code, (e) been adjudicated a bankrupt or insolvent, (f) filed a
petition seeking to take advantage of any other law relating to bankruptcy,
insolvency, reorganization, winding-up or composition or adjustment of debts,
(g) received any notice of any petition filed against it in an involuntary case
or proceeding under the

                                       -2-


Federal Bankruptcy Code, or (h) taken any corporate, partnership, limited
liability company or other action for the purpose of effecting any of the
foregoing.

     EXECUTED as of the _____ day of _____________, 2003.

TENANT

- -----------------------, d/b/a ----------------

- -----------------------,

By:
Name:
Title:

     The undersigned Guarantors of the Lease hereby certifies as of the date
hereof to Purchaser and its successors and assigns, and their lenders and/or
investors, and their successors and assigns, that that certain Guaranty of Lease
made by Guarantors for the benefit of Landlord and dated _______________, is in
full force and effect and has not been amended or modified and that the
undersigned Guarantors have no claims or defenses under such Guaranty or Lease
or otherwise is respect to their performance in full of all terms, covenants,
conditions and agreements of such Guaranty of Lease.


                                           -----------------------------------

                                           -----------------------------------

                                       -3-


                                   EXHIBIT B-1

                            FORM OF LANDLORD ESTOPPEL

TO:  Inland Real Estate Acquisitions, Inc. (or its nominee) ("Purchaser")

RE:  __________________________ ("Tenant")

     Tenant leases that certain space consisting of approximately ____________
square feet (the "Premises") located at ___________________________ (the
"Shopping Center"), pursuant to that certain lease dated ____________ by and
between Tenant and ___________________ (the "Landlord") [INSERT REFERENCES TO
ALL AMENDMENTS](hereinafter collectively referred to as the "Lease").

          1.   The tenant is in occupancy of the demised premises and is open
     for business.

          2.   The Lease is in full force and effect and to the best of
     Landlord's knowledge has not been assigned, modified, supplemented or
     amended in any way and there are no other agreements between the parties
     thereto, except as set forth above.

          3.   The commencement date of the term of the Lease is ______________.

          4.   The expiration date of the term of the Lease is ________________.
     The tenant has no rights to renew or extend the term of the Lease except as
     follows: _______________________________________. Tenant has no right to
     terminate the Lease as to the demised premises or any part thereof prior to
     its stated expiration except as expressly set forth in the Lease.

          5.   To the best of Landlord's knowledge, all obligations and
     conditions of the Lease to be performed by the Landlord and necessary to
     the enforceability of the Lease have been satisfied, including the
     completion of any improvements and/or payment of tenant allowances. The
     Landlord is not obligated to provide or construct any further tenant
     improvements or other tenant allowances. On this date, to the best of
     Landlord's knowledge there are no existing defaults by the Landlord, and
     there are no defenses, offsets, claims or credits which the Tenant has
     against the enforcement of the Lease by the Landlord. Tenant has no option
     to purchase, right of first refusal, right of first offer, right to expand
     or other rights to encumber the property other than as set forth in the
     Lease. To the best of Landlord's knowledge, Tenant is not in default of the
     Lease.

          6.   That monthly rent in the amount of $____________________ is
     payable on the ____ day of each month during the Lease term. No rents have
     been prepaid more than one (1) month in advance and full rental, including
     minimum base rent, has commenced to accrue and has been paid through the
     date of ____________.



          7.   Tenant is current as of the date hereof in its payment of
     Tenant's proportionate share of Common Area Maintenance (CAM) charges, real
     estate taxes and insurance charges. Tenant's most recent payment of CAM
     charges was in the amount of _____________, paid to landlord or its agent
     on _________________; Tenant's most recent payment of real estate taxes was
     in the amount of _________, paid to Landlord or its agent on ______________
     and Tenant's most recent payment of insurance charges was in the amount of
     ______________, paid to Landlord or its agent on _________________________.

          8.   Percentage Rent is payable under the Lease at a rate of _____% of
     gross sales in excess of $_______________. Percentage Rent for Calendar
     Year ____ was _________ and was paid to Landlord on __________________. [If
     there is no percentage rent payable under the Lease please so indicate by
     filing in N/A or 0 for the applicable percentage.]

          9.   The tenant has paid to the landlord a security deposit in the
     amount of $____________.

          10.  That as of the date hereof, Landlord has received no written
     notice of any actions, whether voluntary or otherwise, pending against the
     Tenant by Tenant, under the bankruptcy or insolvency laws of the United
     States or any state thereof.

          11.  To the best of Landlord's knowledge, the Lease has not
     been hypothecated or assigned by operation of law or otherwise by tenant
     and no sublease, concession agreement, license, use or other occupancy
     agreement covering any portion of the demises premises has been entered
     into by tenant, except:
     _________________________________.

       The foregoing statements and certifications are made with the knowledge
that Inland Real Estate Acquisitions, Inc., its nominee, and their respective
successors and assigns (individually and collectively, as applicable, "Buyer"),
their respective lenders and/or investors are relying on them in connection with
the acquisition of the property by Buyer and, in connection therewith, the
assignment of the Lease to Buyer, and Buyer and its respective lenders,
successors, assigns and successor owners of the Property may rely on such
statements for that purpose.

     EXECUTED under seal as of this ______ day of ____________________, 2003.

ATTEST/WITNESS:                        --------------------------------------


                                       By:
- --------------------------                 ------------------------
                                             Name:
                                             Title:

                                       -2-


                                   EXHIBIT B-2
                   ACCEPTABLE CHANGES TO TENANT ESTOPPEL FORM

1.   Deletion of the 8th sentence of Paragraph 4.

2.   Having Paragraphs 5 and 7 be to the best of the Tenant's knowledge.

3.   Adding, at the end of the 2nd sentence of Paragraph 5, " ..., except ____."

4.   Deletion of Paragraph 6.

5.   Deletion of the Guarantor certification, unless the Guarantor is obligated
to provide an estoppel in which event such certification shall be required.



                                    EXHIBIT C

                              FORM OF BILL OF SALE

     This BILL OF SALE (the "Bill of Sale") is made and entered into this _____
day of ______________, 2003 by ____________________________, a
__________________________ ("ASSIGNOR") and ____________________________, a
___________________________ ("ASSIGNEE").

                                R E C I T A L S:

     A.   Assignor and Assignee have entered into that certain Agreement of
Purchase and Sale dated as of ____________, 2003 (the "PURCHASE AGREEMENT")
relating to the sale of that certain tract of land together with the
improvements thereon (the "PROPERTY") located at _______________________, and
being legally described in EXHIBIT A, attached hereto and made a part hereof.

     B.   In connection with the conveyance of the Property to Assignee,
Assignor and Assignee desire to execute and deliver this Bill of Sale assigning
all of Assignor's right, title and interest in and to the items identified below
to Assignee.

          NOW, THEREFORE, in consideration of the receipt of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
agreed by Assignor, the parties hereby agree as follows:

     1.   RECITALS; DEFINED TERMS. The foregoing recitals are acknowledged to be
accurate and are incorporated herein by reference. Capitalized terms used in
this Assignment and not defined herein but defined in the Purchase Agreement
shall have the meanings given to such terms in the Purchase Agreement.

     2.   ASSIGNMENT. Assignor does hereby assign, transfer, convey and set over
to Assignee all of Assignor's right, title and interest in, to and under all
Tangible Personal Property. Assignor hereby represents and warrants to Assignee
that Assignor is the absolute owner of said personal property that said personal
property is free and clear of all liens, charges and encumbrances, and that
Assignor has full right, power and authority to sell said personal property and
to make this Bill of Sale. ALL WARRANTIES OF QUALITY, FITNESS, AND
MERCHANTABILITY ARE HEREBY EXCLUDED.

          IN WITNESS WHEREOF, Assignor and Assignee have caused this Bill of
Sale to be executed as of the day and year first above written.

                                           ASSIGNOR:

                                           -------------------------------

NOTARY



                                    EXHIBIT D

                               GENERAL ASSIGNMENT

     This GENERAL ASSIGNMENT (the "ASSIGNMENT") is made and entered into this
_____ day of ___________, 200___ by _____________________, a Delaware limited
liability company ("ASSIGNOR") and ____________________________, a
____________________________ ("ASSIGNEE").

                                R E C I T A L S:

     A.   Assignor and Assignee have entered into that certain Agreement of
Purchase and Sale dated as of ___________, 2003 (the "PURCHASE AGREEMENT")
relating to the sale of that certain tract of land together with the
improvements thereon (the "PROPERTY") located at ______________________________,
and being legally described in EXHIBIT A, attached hereto and made a part
hereof.

     B.   In connection with the conveyance of the Property to Assignee,
Assignor and Assignee desire to execute and deliver this general Assignment
assigning all of Assignor's right, title and interest in and to the items
identified below to Assignee.

          NOW, THEREFORE, in consideration of the receipt of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
agreed by Assignor, the parties hereby agree as follows:

     1.   RECITALS; DEFINED TERMS.  The foregoing recitals are acknowledged to
be accurate and are incorporated herein by reference. Capitalized terms used in
this Assignment and not defined herein but defined in the Purchase Agreement
shall have the meanings given to such terms in the Purchase Agreement.

     2.   ASSIGNMENT BY ASSIGNOR.  Assignor hereby transfers and assigns to
Assignee all right, title and interest of Assignor in and to all of the
contracts, licenses, warranties, permits, intangible personal property and other
items listed on EXHIBIT B attached hereto and made part hereof (collectively,
the "Assigned Property").

     3.   INDEMNITY BY ASSIGNOR.  Assignor does hereby agree to indemnify, hold
harmless and defend Assignee harmless from and against all claims, damages,
losses, liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure by Assignor to perform
or observe the obligations, covenants, terms and conditions of or under the
Assigned Property, to the extent arising prior to the date hereof.

     4.   ASSUMPTION BY ASSIGNEE.  Assignee hereby accepts the foregoing
assignment and assumes and agrees to perform all obligations of the owner under
the Assigned Property arising from and after the date hereof.

     5.   INDEMNITY BY ASSIGNEE.  Assignee does hereby agree to indemnify, hold
harmless and defend Assignor from and against all claims, damages, losses,
liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure of Assignee to perform
or observe, and Assignee's performance and observance of, the



obligations, duties, covenants, terms and conditions assumed by Assignee
hereunder, to the extent arising from and after the date hereof.

     6.   COUNTERPARTS.  This document may be executed in any number of
counterparts, each of which may be executed by any one or more of the parties
hereto, but all of which shall constitute one instrument, and shall be binding
and effective when all parties hereto have executed at least one counterpart.

     7.   DISPUTE.  In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the
losing party shall pay the sole prevailing party's costs and expenses of such
dispute, including, without limitation, reasonable attorneys' fees and costs.

     8.   SUCCESSORS.  This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

          IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.

          ASSIGNOR:
                         -----------------------------------------
                         By:
                                -----------------------------
                         Name:
                                -----------------------------
                         Title:
                                -----------------------------


          ASSIGNEE:
                         --------------------------------------,

                         a ----------------------------------

                         By:
                                ------------------------------
                         Name:
                                ------------------------------
                         Title:
                                ------------------------------

                                       -2-


                                    EXHIBIT E

                           ASSIGNMENT OF TENANT LEASES

     This ASSIGNMENT OF TENANT LEASES (the "ASSIGNMENT") is made and entered
into this ______ day of ________________, 2003, by _____________________, a
Delaware limited liability company ("ASSIGNOR") and ___________________________,
a _________________________ ("ASSIGNEE").

                                R E C I T A L S:

     A.   Assignor and Assignee have entered into that certain Agreement of
Purchase and Sale dated as of ______________, 2003 (the "PURCHASE AGREEMENT")
relating to the sale of that certain tract of land together with the
improvements thereon (the "PROPERTY") located at _________________________, and
being legally described in EXHIBIT A, attached hereto and made a part hereof.

     B.   In connection with the conveyance of the Property to Assignee,
Assignor and Assignee desire to execute and deliver this Assignment of Tenant
Leases assigning all of Assignor=s right, title and interest in and to the items
identified below to Assignee.

          NOW, THEREFORE, in consideration of the receipt of Ten Dollars
($10.00) and other good and valuable consideration in hand paid by Assignee to
Assignor, the receipt and sufficiency of which are hereby acknowledged and
agreed by Assignor, the parties hereby agree as follows:

     1.   RECITALS; DEFINED TERMS.  The foregoing recitals are acknowledged to
be accurate and are incorporated herein by reference. Capitalized terms used in
this Assignment and not defined herein but defined in the Purchase Agreement
shall have the meanings given to such terms in the Purchase Agreement.

     2.   ASSIGNMENT BY ASSIGNOR.  Assignor hereby transfers and assigns to
Assignee all right, title and interest of Assignor in and to (i) the Tenant
Leases listed on EXHIBIT B attached hereto and made part hereof, and (ii) the
security deposits paid to and held by Assignor which have not been heretofore
forfeited, credited or returned to the respective tenant, which security
deposits hereby assigned are in the amounts as set forth on EXHIBIT B attached
hereto.

     3.   INDEMNITY BY ASSIGNOR.  Assignor does hereby agree to indemnify, hold
harmless and defend Assignee harmless from and against all claims, damages,
losses, liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure by Assignor to perform
or observe the obligations, covenants, terms and conditions of and under the
Tenant Leases, to the extent arising prior to the date hereof.

     4.   ASSUMPTION BY ASSIGNEE.  Assignee hereby accepts the foregoing
assignment and assumes and agrees to perform all obligations of the landlord
under the Tenant Leases arising from and after the date hereof.

     5.   INDEMNITY BY ASSIGNEE.  Assignee does hereby agree to indemnify, hold
harmless and defend Assignor from and against all claims, damages, losses,
liabilities, costs and expenses (including but not limited to reasonable
attorneys' fees and expenses) arising out of any failure of Assignee to perform
or observe, and Assignee's performance and observance of, the



obligations, duties, covenants, terms and conditions assumed by Assignee
hereunder, to the extent arising from and after the date hereof.

     6.   COUNTERPARTS. This document may be executed in any number of
counterparts, each of which may be executed by any one or more of the parties
hereto, but all of which shall constitute one instrument, and shall be binding
and effective when all parties hereto have executed at least one counterpart.

     7.   DISPUTE. In the event of any dispute between Assignor and Assignee
arising out of the obligations of the parties under this Assignment or
concerning the meaning or interpretation of any provision contained herein, the
losing party shall pay the sole prevailing party's costs and expenses of such
dispute, including, without limitation, reasonable attorneys' fees and costs.

     8.   SUCCESSORS. This Assignment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.

          IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.

          ASSIGNOR:
                         -----------------------------------------
                         By:
                                -----------------------------
                         Name:
                                -----------------------------
                         Title:
                                -----------------------------


          ASSIGNEE:
                         --------------------------------------,

                         a ----------------------------------

                         By:
                                ------------------------------
                         Name:
                                ------------------------------
                         Title:
                                ------------------------------



                                    EXHIBIT F

                                    RENT ROLL

                                 [SEE ATTACHED]



CORWEST PLAZA
NEW BRITAIN, CONNECTICUT



                   Square           Base             Base                        R.E.                       Lease          Rent
   Tenant          Footage          Rent           Rent PSF        Cam          Taxes       Insurance       Term           Comm.
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                              
Stop & Shop        68,073      $  1,789,898.00   $      26.00                                            Twenty-five
Master Lease                                                                                                years
- ---------------------------------------------------------------------------------------------------------------------------------
Subway              1,500      $     18,702.00   $      12.47  $     1.50   $      2.50   $      0.20    Two years       11/13/00
- ---------------------------------------------------------------------------------------------------------------------------------
Mehran Loghmani     3,500      $     47,320.00   $      13.52  $     1.85   $      2.50   $      0.20    Two years       11/24/00
d/b/a  Video One
- ---------------------------------------------------------------------------------------------------------------------------------
Webster Bank        2,147      $     38,846.00   $      18.00  $     1.50   $      2.50   $      0.20    Five years       11/6/00
- ---------------------------------------------------------------------------------------------------------------------------------
Rent-A-Center       6,988      $    104,820.00   $      15.00  $     1.69   $      2.50   $      0.20    Five years       1/17/01
                                                                                                         three mos.
- ---------------------------------------------------------------------------------------------------------------------------------
Papa Gino's         3,000      $     60,000.00   $      20.00  $     1.73   $      2.50   $      0.23    Ten years         5/1/01
- ---------------------------------------------------------------------------------------------------------------------------------
American            1,553      $     27,954.00   $      16.00  $     1.73   $      2.50   $      0.23    Five years       4/30/01
Wireless d/b/a
SNET Wireless
- ---------------------------------------------------------------------------------------------------------------------------------
Frazier's II        2,100      $     37,800.00   $      18.00  $     1.73   $      2.50   $      0.23    Ten years         7/1/01
Cleaners &
Laundromat
- ---------------------------------------------------------------------------------------------------------------------------------
Cortin Avenue      12,150      $    315,900.00   $      26.00  $     1.50   $      2.50   $      0.20   Twenty years       8/1/00
CVS
- ---------------------------------------------------------------------------------------------------------------------------------
Liquor Depot       14,000      $    196,000.00   $      14.00  $     1.50   $      2.50   $      0.20    Ten years         8/3/00

=================================================================================================================================
TOTAL            [ILLEGIBLE]       [ILLEGIBLE]    [ILLEGIBLE]  [ILLEGIBLE]  [ILLEGIBLE]   [ILLEGIBLE]   [ILLEGIBLE]   [ILLEGIBLE]
- ---------------------------------------------------------------------------------------------------------------------------------


                      Lease                          Renewal
   Tenant              Exp.                          Options
- ---------------------------------------------------------------------------------
                           
Stop & Shop                      Thirteen (13) five-year options @ $0.50 psf
Master Lease                     increase each renewal period
- ---------------------------------------------------------------------------------
Subway                 8/31/02   Five (5) two-year options @ lesser of 7% or
                                 increase in the CPI
- ---------------------------------------------------------------------------------
Mehran Loghmani        9/30/02   Three (3) three-year options @ 4% increases per
d/b/a  Video One                 each year in each extension period
- ---------------------------------------------------------------------------------
Webster Bank          11/30/06   Two (2) five-year options @ $18.63 1st renewal
                                 term; $20.50 2nd renewal term
- ---------------------------------------------------------------------------------
Rent-A-Center          4/30/08   One (1) five-year option @ $16.67
- ---------------------------------------------------------------------------------
Papa Gino's            2/28/11   Two (2) five-year options @ $26.45 1st renewal
                                 term; $30.40 2nd renewal term
- ---------------------------------------------------------------------------------
American               6/13/06   One (1) five-year option @ $20.00 psf
Wireless d/b/a
SNET Wireless
- ---------------------------------------------------------------------------------
Frazier's II          10/30/11    Two (2) five-year options @ $23.00 1st renewal
Cleaners &                       $26.45 2nd renewal term
Laundromat
- ---------------------------------------------------------------------------------
Cortin Avenue          1/31/22    Four (4) five-year options @ $28.60 1st renewal
CVS                               term; $30.32 2nd renewal; $32.13 3rd renewal
                                 $34.05 4th renewal
- ---------------------------------------------------------------------------------
Liquor Depot            8/2/10    Two (2) five-year options @ $18.00 1st renewal
                                 $20.00 2nd renewal
=================================================================================
TOTAL              [ILLEGIBLE]   [ILLEGIBLE]
- ---------------------------------------------------------------------------------




                                    EXHIBIT G

                                    CONTRACTS

     1.   Landscape Agreement with Quality Landscaping.
     2.   Parking Lot Sweeping Agreement with Litterbug, Inc.



                                    EXHIBIT H

                                    LICENSES

     1.   Certificates Of Occupancy



                                   APPENDIX A

CONTRACTS:          All written and oral: (i) management, leasing, service,
                    construction, architect, development, maintenance,
                    operating, repair and other contracts, agreements and
                    commitments (excluding the Leases) in any way relating to or
                    binding upon the Premises or any part thereof; (ii)
                    equipment leases and all rights and options of the Seller
                    thereunder relating to equipment or property located in or
                    upon the Premises or used in connection therewith; and (iii)
                    guarantees and warranties in effect with respect to the
                    Premises or any portion thereof.

HAZARDOUS           The term "Hazardous Materials" shall mean any substance,
MATERIALS:          material, waste, gas or particulate matter which is
                    regulated by any governmental authority, including, but not
                    limited to, any material or substance which is (i) defined
                    as a "hazardous waste," "hazardous material," "hazardous
                    substance," "extremely hazardous waste," or "restricted
                    hazardous waste" under any Legal Requirements, (ii)
                    petroleum, (iii) asbestos, (iv) polychlorinated biphenyl,
                    (v) radioactive material, (vi) designated as a "hazardous
                    substance" pursuant to Section 311 of the Clean Water Act,
                    33 U.S.C. {1251 et seq. (33 U.S.C. {1317), (vii) defined as
                    a "hazardous waste" pursuant to Section 1004 of the Resource
                    Conservation and Recovery Act, 42 U.S.C. {6901 et seq. (42
                    U.S.C. {6903), or (viii) defined as a "hazardous substance"
                    pursuant to Section 101 of the Comprehensive Environmental
                    Response, Compensation, and Liability Act, 42 U.S.C. {9601
                    et seq. (42 U.S.C. {9601).

INTANGIBLE          All logos, designs, trade names, trademarks, service marks,
PERSONAL            copyrights and other intellectual property, if any, owned
PROPERTY:           and used by the Seller in connection with the ownership and
                    operation of the Premises or any part thereof, together with
                    the goodwill of the business appurtenant thereto, including,
                    without limitation, the name "Cor-West Plaza", and any
                    other name or names by which the Premises is commonly known.

LEGAL               All laws, statutes, codes, acts, ordinances, orders,
REQUIREMENTS:       judgments, decrees, injunctions, rules, regulations,
                    permits, licenses, authorizations, order, directions and
                    requirements of all governments and governmental authorities
                    having jurisdiction of the Seller and/or the Premises
                    (including, for purposes hereof, any local Board of Fire
                    Underwriters), and the operation thereof.



LEASES:             The occupancy leases and other agreements (including any and
                    all amendments thereto and guaranties thereof) identified
                    and described in Exhibit C to this Agreement and otherwise
                    entered into in accordance with (and not in violation of)
                    the terms of this Agreement.

LICENSES:           All licenses, franchises, certifications, authorizations,
                    approvals and permits, if any, issued or approved by any
                    governmental authority and relating to Seller's operation,
                    ownership and maintenance of the Premises or any part
                    thereof.

PERMITTED           The Permitted Encumbrances and any other matters of
TITLE EXCEPTIONS:   record or that would be shown by an accurate survey of the
                    Premises that are not objected to by the Purchaser, or that
                    the Seller elects not to remove, pursuant to Paragraph 7 of
                    the Agreement.

SURVEY:             Current as-built survey of the Premises prepared by a
                    surveyor licensed by the State of Connecticut and certified
                    to Purchaser, Purchaser's lender, if any, the Title Insurer
                    and such other parties as Purchaser shall designate, to be
                    prepared in accordance with the Accuracy Standards and
                    Minimum Standard Detail Requirements for ALTA-ACSM Land
                    Title Surveys as adopted by the American Land Title
                    Association, the American Congress on Surveying and Mapping,
                    and the National Society of Professional Surveyors in 1999,
                    and prepared in accordance with the items set forth in the
                    Surveyor's Certificate attached hereto as Appendix A-1. The
                    Survey also shall include and depict the following matters:
                    (a) zoning classification of the Premises and all uses
                    permitted under such zoning classification; (b) all zoning
                    and recorded setback requirements and building height
                    requirements; (c) zoning parking requirements (including
                    handicapped requirements); (d) height and square footage of
                    all buildings located upon the Premises; (e) number and size
                    of parking spaces (including handicapped, all of which must
                    be shown on the plat as striped; (f) meters and bounds legal
                    description of the Premises; (g) list of all title
                    exceptions referenced in the Title Commitment; (h) all
                    matters referenced in the Title Commitment must be
                    accurately depicted on the plat, or, if not plottable, the
                    surveyor should indicate the same; (i) a statement from the
                    surveyor that the Premises has access to publicly dedicated
                    roadways, and identifying such roadways by name; (j) a list
                    of any encroachments from the Premises onto adjacent
                    property, from adjacent property in the Premises, and of any
                    building or other structures on the Premises onto or over
                    any easements that encumber the Premises or any
                    building/setback lines; (k) a list of all tax parcel
                    identification numbers relating to the Premises (together
                    with a statement that such parcel

                                        2


                    numbers constitute all of the parcel numbers related to the
                    Premises and such parcel numbers do not relate to any other
                    property); and (l) a statement that the property depicted on
                    the Survey is the same property described in the Title
                    Commitment.

TANGIBLE            All machinery, equipment, fixtures, furnishings and
PERSONAL PROPERTY:  other tangible personal property owned by the Seller and
                    situated in or upon and used in connection with the
                    operation or maintenance of the Premises or any part
                    thereof, and all replacements, additions or accessories
                    thereto between the date hereof and the Closing Date, but
                    excluding personal property owned by the tenants under the
                    Leases.

TITLE COMMITMENT:   A commitment for an ALTA Owner's Title Insurance Policy for
                    the Premises issued by the Title Insurer in the full amount
                    of the Purchase Price, covering title to the Premises on or
                    after the date hereof, showing Seller as owner of the
                    Premises in fee simple, and providing for full extended
                    coverage over all general title exceptions contained in such
                    policies and containing the following special endorsements
                    (collectively, the Special Title Endorsements); Zoning
                    Endorsements 3.1 (amended to include parking) owner's
                    comprehensive, access, survey (legal description
                    equivalency), separate tax parcel, contiguity (if
                    applicable), waiver of credit's rights, environmental
                    protection lien, encroachment (if applicable), utility
                    facility, subdivision, location, deletion of the arbitration
                    provision, and any other endorsements required by Purchaser
                    or Purchaser's lender, if any (collectively, the "Special
                    Title Endorsements").

TITLE POLICY:       A final owner's title insurance policy (or marked commitment
                    therefore with the unconditional agreement of the Title
                    Insurer to issue the final Title Policy) pursuant to which
                    the Title Insurer insures fee simple title (including any
                    easements and rights appurtenant to the Premises) in
                    Purchaser or its nominee, as the case may be, in the amount
                    of the Purchaser Price, subject only to the Permitted Title
                    Exceptions and containing the Special Title Endorsements and
                    any endorsements providing insurance over any Title/Survey
                    Objection.

                                        3


                                   EXHIBIT A-1

                             SURVEYOR'S CERTIFICATE

CERTIFIED TO:  Inland Real Estate Acquisitions, Inc., its successors and assigns
               Chicago Title Insurance Company

The undersigned does hereby certify that (i) this survey was made upon the
ground of the property reflected hereon on ____________, 2003 under my
supervision, for the benefit of and reliance by Inland Real Estate Acquisitions,
Inc., its successors and assigns, [Name of the individual property owner], its
successors and assigns, Chicago Title Insurance Company, and correctly shows and
represents the property reflected hereon (including the gross square footage
thereof) and the locations of all buildings, structures and other improvements
(including the gross square footage thereof) and visible items (including all
parking spaces (and a count thereof) located upon the property and the sizes of
such parking spaces) and known utilities located thereon, and the relation of
all such buildings, structures and other improvements to the property lines of
the property reflected hereon; (ii) the description of the property contained
hereon is correct and the physical evidence of boundary lines and lines of
possession or occupancy have been shown and proper notation made where in
conflict with the legal description, and such boundary lines "close" by
engineering calculations; (iii) the property reflected hereon has physical and
legal access to and from a dedicated public roadway, and the public roads,
highways, streets and alleys running adjacent to or upon the property reflected
hereon are shown; (iv) except as shown hereon, there are no discrepancies,
conflicts, shortages in area, encroachments (from the property reflected hereon
onto any adjacent property, including streets, roadways and alleys, and/or from
any adjacent property, including streets, roadways and alleys, onto the property
reflected hereon), visible improvements, overlapping of improvements, set-back
and/or building lines, easements (and no evidence on the ground of use of the
property that might suggest a possible claim of easement), rights-of-way,
drainage ditches, power lines or roadways that affect the property reflected
hereon, or, to the undersigned's knowledge, after diligent inquiry, platted
utilities that affect the property reflected hereon; (v) there are no gaps,
gores, or overlaps between parcels or roads, highways, streets, or alleys and
all parcels that comprise the property reflected hereon are contiguous; (vi) the
property reflected hereon is a separate tax lot; (vii) all utilities for the
operation of the property reflected hereon are available at the lot lines, enter
said tract through said tract at adjoining public streets and do not run through
or under any buildings or improvements not located on the property reflected
hereon; (viii) there are no violations of zoning ordinances, restriction or
other regulations with reference to the location of all buildings, structures
and improvements situated on the property reflected hereon and the number and
configuration of parking spaces; (ix) the gross and net areas (both acreage and
square footage) shown hereon are correct and there are no boundary line
discrepancies and no deficiencies in the quantity of the land described in the
legal description of the property reflected; (x) this property lies in Flood
Zone _________ according to Flood Insurance Rate Maps for the City of ________,
Community Panel No. ______________, dated _____________ and issued by the
Federal Emergency Management, and (xi) this survey conforms with the "Minimum
Standard Detail Requirements of ALTA/ACSM Land Title Surveys", jointly
established and adopted by American Land Title Association ("ALTA") and American
Congress on Surveying and Mapping ("ACSM") in 1999, and includes Table "A" items
1, 2, 3, 4, 6, 7(a)-(c), 8, 9, 10, 11(a) and (b), 13, 14, 15 and 16 therein.
This Survey correctly shows (i) the zoning classification of the Property, (ii)
the permitted uses within such classification, (iii) the parking requirements of
the zoning code applicable to the subject property, and (iv) the source of such
information. Pursuant to the Accuracy Standards as adopted by ALTA and ACSM and
in effect on the date of this certification, the undersigned further certifies
that proper field procedures, instrumentation and adequate survey personnel were
employed in order to achieve results



comparable to those outlined in the "Minimum Angle, Distance and Closure
Requirements for Survey Measurements Which Control Land Boundaries for ALTA/ACSM
Land Title Surveys." [Surveyor's Name]

By:
   ----------------------------
Date:
     --------------------------
Registered Land Surveyor No.
                            -----------
Date of Survey:
               ------------------------

                                        2

EX-10.54

                                                                   Exhibit 10.54

                          ASSIGNMENT AND ASSUMPTION OF
                           PURCHASE AND SALE AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into as of this 5th day of January, 2004 by
and between INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, as
Assignor ("Assignor"), and INLAND SOUTHEAST NEW BRITAIN, L.L.C., a Delaware
limited liability company, as Assignee ("Assignee").

                                    RECITALS:

     A.   Assignor previously has executed and entered into that certain
Purchase and Sale Agreement dated as of August 22, 2003, with DAM NB LLC (as
amended, the "Agreement").

     B.   Assignor desires to assign all of its right, title and interest in,
to and under the Agreement to Assignee, and Assignee desires to accept such
assignment and assumes all of Assignor's duties and obligations under the
Agreement that arise and accrue from and after the date of this Assignment, all
upon and subject to the terms and provisions of this Assignment.

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
agreement of the parties hereto and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1.   INCORPORATION OF RECITALS. The foregoing Recitals are, by this
reference, incorporated into the body of this Assignment as if the same had been
set forth in the body of this Assignment in their entirety.

     2.   ASSIGNMENT.  Assignor hereby assigns, conveys, transfers and sets over
to Assignee all of Assignor's right, title and interest in, to and under the
Agreement.

     3.   ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION. Assignee hereby accepts the
foregoing assignment and hereby assumes, and agrees to perform, all of
Assignor's duties and obligations under the Agreement that arise and accrue from
and after the date of this Assignment.

     4.   SEVERABILITY. If any provision of this Assignment or the application
thereof to any person or circumstance is or shall be deemed illegal, invalid or
unenforceable, the remaining provisions of this Assignment shall remain in full
force and effect and this Assignment shall be interpreted as if such illegal,
invalid or unenforceable provision did not exist.

     5.   BINDING EFFECT. Each provision of this Assignment shall extend to
and shall bind and inure to the benefit of Assignor and Assignee and their
respective heirs, legal representatives, successors and assigns.

     6.   TIME OF ESSENCE.  Time is of the essence of this Assignment and each
provision hereof.

     7.   ENTIRE AGREEMENT. This Assignment contains the entire agreement of
Assignor and Assignee with respect to subject matter hereof. No prior agreements
or understandings with respect to the subject matter hereof shall be valid or of
any force or effect.



     8.   GOVERNING LAW.  This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

     9.   COUNTERPARTS. This Assignment may be executed in separate
counterparts, each of which shall constitute an original copy hereof, but all of
which shall constitute but one and the same agreement.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the date and year first written above.

                                    ASSIGNOR:

                                    INLAND REAL ESTATE ACQUISITIONS, INC.,
                                    an Illinois corporation

                                    By:   /s/ Lou Quilici
                                       -----------------------------------------
                                        Name:     Lou Quilici
                                             -----------------------------------
                                        Its:   Senior Vice President
                                            ------------------------------------

                                    ASSIGNEE:

                                    INLAND SOUTHEAST NEW BRITAIN, L.L.C., a
                                    Delaware limited liability company

                                    By:  INLAND WESTERN RETAIL REAL
                                         ESTATE TRUST, INC., its sole member

                                         By:   /s/ Valerie Medina
                                            ------------------------------------
                                               Name:   Valerie Medina
                                                    ----------------------------
                                               Its:   Asst. Secretary
                                                   -----------------------------

                                        2

EX-10.55

                                                                   Exhibit 10.55

                               SIXTH AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS SIXTH AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "Sixth Amendment") is made and entered into as of the 16th day of January,
2004, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL ESTATE
ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY ("Escrow
Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7860
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center
(the "Property").

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   The Letter Agreement and the Escrow Instructions were amended pursuant
to that certain First Amendment to Letter Agreement and Escrow Trust
Instructions dated as of December 15, 2003 (the "First Amendment"), that certain
Second Amendment to Letter Agreement and Escrow Trust Instructions dated as of
December 22, 2003 (the "Second Amendment"), that certain Third Amendment to
Letter Agreement and Escrow Trust Instructions dated as of December 29, 2003
(the "Third Amendment"), that certain Fourth Amendment to Letter Agreement and
Escrow Trust Instructions dated as of January 6, 2004 (the "Fourth Amendment"),
and that certain Fifth Amendment to Letter Agreement and Escrow Trust
Instructions dated as of January 9, 2004 (the "Fifth Amendment"). The Letter
Agreement, Escrow Instructions, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment and the Fifth Amendment shall sometimes be
hereinafter referred to collectively as the "Agreement".

     D.   Seller, Purchaser and Escrow Agent desire to further amend the
Agreement as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Agreement and hereby agree as
follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this Sixth Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
Sixth Amendment, but defined in the Agreement, shall have the meanings given to
them in the Agreement.

     2.   CLOSING. The Section of the Escrow Instructions entitled "Delivery of
Deposits", as amended by the First Amendment, the Second Amendment, the Third
Amendment and [ILLEGIBLE] Fourth Amendment, is hereby further amended by
deleting "January 16, 2004" in the ninth line thereof and inserting "January 20,
2004" in lieu thereof. Notwithstanding anything contained in the Agreement to
the contrary, Seller and Purchaser acknowledge and agree that the closing under
the Letter Agreement and the Escrow Instructions shall occur on January 20,
2004.



     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This Sixth Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Agreement is hereby ratified and confirmed and shall remain in full force and
effect as originally written. This Sixth Amendment shall be deemed to be a part
of the Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

                                        2


     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:      /s/ Lou Quilici
                                       -------------------------------------
                                         Name:   Lou Quilici
                                              --------------------------
                                         Its:    SRVP
                                             ---------------------------

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------



                               FIFTH AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS FIFTH AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "Fifth Amendment") is made and entered into as of the 9th day of January,
2004, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL ESTATE
ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY ("Escrow
Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7860
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center
(the "Property").

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   The Letter Agreement and the Escrow Instructions were amended pursuant
to that certain First Amendment to Letter Agreement and Escrow Trust
Instructions dated as of December 15, 2003 (the "First Amendment"), that certain
Second Amendment to Letter Agreement and Escrow Trust Instructions dated as of
December 22, 2003 (the "Second Amendment"), that certain Third Amendment to
Letter Agreement and Escrow Trust Instructions dated as of December 29, 2003
(the "Third Amendment"), and that certain Fourth Amendment to Letter Agreement
and Escrow Trust Instructions dated as of January 6, 2004 (the "Fourth
Amendment"). The Letter Agreement, Escrow Instructions, First Amendment, Second
Amendment, Third Amendment and Fourth Amendment shall sometimes be hereinafter
referred to collectively as the "Agreement".

     D.   Seller, Purchaser and Escrow Agent desire to further amend the
Agreement as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Agreement and hereby agree as
follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this Fifth Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
Fifth Amendment, but defined in the Agreement, shall have the meanings given to
them in the Agreement.

     2.   ADDITIONAL CONDITIONS TO CLOSING. In addition to (and not in lieu of)
any and all conditions to closing contained in the Agreement, Purchaser's
obligation to perform under the Agreement and this Fifth Amendment is subject to
and contingent upon the following being satisfied to Purchaser's satisfaction on
or before the closing date set forth in Section 2 of the Fourth Amendment
(collectively, the "Additional Closing Conditions"):



          (a)  Resolution and completion, to Purchaser's satisfaction, of all
     title and survey matters, issues, objections and questions raised in
     Purchaser's e-mail messages to Seller (copies of which are attached hereto
     as Exhibit A).

          (b)  Delivery to Purchaser of the letters attached hereto as Exhibit B
     and made a part hereof executed by G-H Quarterfield Road, LLC
     ("Quarterfield").

          (c)  Finalization, execution and recordation of an amendment, in form
     and substance acceptable to Purchaser, to the Declaration of Covenants,
     Conditions, Restrictions and Easements encumbering the Property and that
     certain outparcel adjacent to the Property.

          (d)  Purchaser's and Seller's finalization, execution and delivery of
     all conveyance documents reasonably requested by Purchaser or Seller to be
     provided at the closing. The conveyance documents shall include, without
     limitation, an endorsement by Quarterfield of the original $24,972.73
     Promissory Note dated July 23, 2002 (the "Note"), made by Walter Mapson and
     Regenia R. Mapson (collectively, the "Mapsons") to the order of
     Quarterfield, and an assignment of any and all of Quarterfield's right,
     title and interest in, to and under that certain Settlement Agreement
     between Quarterfield and the Mapsons dated July 22, 2002. Seller agrees to
     deliver to Purchaser the original Note at closing.

          (e)  Resolution, to Purchaser's satisfaction, of the insurance credit
     claimed by Food-A-Rama, G.U., Inc. in its estoppel letter provided in
     connection with the transaction contemplated by the Agreement.

     If any one or more of the Additional Closing Conditions set forth in this
Section 2 shall not be satisfied by January 16, 2004, then Purchaser shall have
the right, at its option and by notice to Seller (and provided that Purchaser
has not waived such failure), to elect at any time thereafter to either
terminate the Agreement and this Fifth Amendment, in which event the $250,000
Earnest Money Deposit and any interest thereon shall forthwith be returned to
Purchaser, and all other funds and documents theretofore delivered hereunder or
deposited in escrow by either party shall be forthwith returned to such party.

     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This Fifth Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Agreement is hereby ratified and confirmed and shall remain in full force and
effect as originally written. This Fifth Amendment shall be deemed to be a part
of the Agreement.

                         [SIGNATURES ON FOLLOWING PAGE]

                                        2


         IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto
set their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:      /s/ Lou Quilici
                                       -------------------------------------
                                         Name:     Lou Quilici
                                              ------------------------------
                                         Its:      SRVP
                                             -------------------------------

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------



                                    EXHIBIT A

                                 [SEE ATTACHED]



                               FOURTH AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS FOURTH AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "Fourth Amendment") is made and entered into as of the 6th day of January,
2004, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL ESTATE
ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY ("Escrow
Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7860
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center.

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   The Letter Agreement and the Escrow Instructions were amended pursuant
to that certain First Amendment to Letter Agreement and Escrow Trust
Instructions dated as of December 15, 2003 (the "First Amendment"), that certain
Second Amendment to Letter Agreement and Escrow Trust Instructions dated as of
December 22, 2003 (the "Second Amendment"), and that certain Third Amendment to
Letter Agreement and Escrow Trust Instructions dated as of December 29, 2003
(the "Third Amendment").

     D.   Seller, Purchaser and Escrow Agent desire to further amend the Letter
Agreement, the Escrow Instructions, the First Amendment, the Second Amendment
and the Third Amendment as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Letter Agreement, the Escrow Trust
Instructions, the First Amendment, the Second Amendment and the Third Amendment
and hereby agree as follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this Fourth Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
Fourth Amendment, but defined in the Letter Agreement, the Escrow Instructions,
the First Amendment, the Second Amendment or the Third Amendment, shall have the
meanings given to them in the Letter Agreement, the Escrow Instructions, the
First Amendment, the Second Amendment or the Third Amendment, as the case may
be.

     2.   DUE DILIGENCE; CLOSING. The Section of the Escrow Instructions
entitled "Delivery of Deposits", as amended by the First Amendment, the Second
Amendment and the Third Amendment, is hereby further amended by (a) deleting
"January 6, 2004" in the third line thereof and inserting "January 9, 2004" in
lieu thereof, and (b) deleting "January 13, 2004" in the ninth line thereof and
inserting "January 16, 2004" in lieu thereof. Notwithstanding anything contained
in the Letter Agreement, the Escrow Instructions, the First Amendment, the
Second Amendment or the Third Amendment to the contrary, Seller and Purchaser
acknowledge and



agree that Purchaser's so-called due diligence period shall expire on January 9,
2004, and closing under the Letter Agreement and the Escrow Instructions shall
occur on January 16, 2004.

     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This Fourth Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Letter Agreement, the Escrow Instructions, the First Amendment, the Second
Amendment and the Third Amendment are hereby ratified and confirmed and shall
remain in full force and effect as originally written. This Fourth Amendment
shall be deemed to be a part of the Letter Agreement and the Escrow
Instructions.

     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:   /s/ Karen M. Kautz
                                       -------------------------------------
                                         Name:   Karen M. Kautz
                                              ------------------------------
                                         Its:    Vice President
                                             -------------------------------

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------

                                        2


                               THIRD AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS THIRD AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "Third Amendment") is made and entered into as of the 29th day of
December, 2003, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL
ESTATE ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY
("Escrow Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7860
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center.

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   The Letter Agreement and the Escrow Instructions were amended pursuant
to that certain First Amendment to Letter Agreement and Escrow Trust
Instructions dated as of December 15, 2003 (the "First Amendment"), and that
certain Second Amendment to Letter Agreement and Escrow Trust Instructions dated
as of December 22, 2003 (the "Second Amendment").

     D.   Seller, Purchaser and Escrow Agent desire to further amend the Letter
Agreement, the Escrow Instructions, the First Amendment and the Second Amendment
as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Letter Agreement, the Escrow Trust
Instructions, the First Amendment and the Second Amendment and hereby agree as
follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this Third Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
Third Amendment, but defined in the Letter Agreement, the Escrow Instructions,
the First Amendment or the Second Amendment, shall have the meanings given to
them in the Letter Agreement, the Escrow Instructions, the First Amendment or
the Second Amendment, as the case may be.

     2.   DUE DILIGENCE; CLOSING. The Section of the Escrow Instructions
entitled "Delivery of Deposits", as amended by the First Amendment and the
Second Amendment, is hereby further amended by (a) deleting "December 29, 2003"
in the third line thereof and inserting "January 6, 2004" in lieu thereof, and
(b) deleting "January 5, 2004" in the ninth line thereof and inserting "January
13, 2004" in lieu thereof. Notwithstanding anything contained in the Letter
Agreement, the Escrow Instructions, the First Amendment or the Second Amendment
to the contrary, Seller and Purchaser acknowledge and agree that Purchaser's
so-called due diligence period shall expire on January 6, 2004, and closing
under the Letter Agreement and the Escrow Instructions shall occur on
January 13, 2004.



     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This Third Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Letter Agreement, the Escrow Instructions, the First Amendment and the Second
Amendment are hereby ratified and confirmed and shall remain in full force and
effect as originally written. This Third Amendment shall be deemed to be a part
of the Letter Agreement and the Escrow Instructions.

     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------



                               SECOND AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS SECOND AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "Second Amendment") is made and entered into as of the 22nd day of
December, 2003, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL
ESTATE ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY
("Escrow Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7860
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center.

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   The Letter Agreement and the Escrow Instructions were amended pursuant
to that certain First Amendment to Letter Agreement and Escrow Trust
Instructions dated as of December 15, 2003 (the "First Amendment").

     D.   Seller, Purchaser and Escrow Agent desire to further amend the Letter
Agreement, the Escrow Instructions and the First Amendment as more particularly
set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Letter Agreement, the Escrow Trust
Instructions and the First Amendment and hereby agree as follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this Second Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
Second Amendment, but defined in the Letter Agreement, the Escrow Instructions
or the First Amendment, shall have the meanings given to them in the Letter
Agreement, the Escrow Instructions or the First Amendment, as the case may be.

     2.   DUE DILIGENCE; CLOSING. The Section of the Escrow Instructions
entitled "Delivery of Deposits", as amended by the First Amendment, is hereby
further amended by (a) deleting "December 22, 2003" in the third line thereof
and inserting "December 29, 2003" in lieu thereof, and (b) deleting "December
29, 2003" in the ninth line thereof and inserting "January 5, 2004" in lieu
thereof. Notwithstanding anything contained in the Letter Agreement, the Escrow
Instructions or the First Amendment to the contrary, Seller and Purchaser
acknowledge and agree that Purchaser's so-called due diligence period shall
expire on December 29, 2003, and closing under the Letter Agreement and the
Escrow Instructions shall occur on January 5, 2004.

     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This Second Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such



counterpart shall constitute but one and the same agreement and (b) by facsimile
which shall be considered and constitute an original, executed and delivered
agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Letter Agreement, the Escrow Instructions and the First Amendment are hereby
ratified and confirmed and shall remain in full force and effect as originally
written. This Second Amendment shall be deemed to be a part of the Letter
Agreement and the Escrow Instructions.

     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:    /s/ Lou Quilici
                                       -------------------------------------
                                         Lou Quilici
                                         Senior Vice President

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------



                               FIRST AMENDMENT TO
                 LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS

     THIS FIRST AMENDMENT TO LETTER AGREEMENT AND ESCROW TRUST INSTRUCTIONS
(this "First Amendment") is made and entered into as of the 15th day of
December, 2003, by and among UNITED REALTY COMPANIES LLC ("Seller"), INLAND REAL
ESTATE ACQUISITIONS, INC. ("Purchaser"), and CHICAGO TITLE AND TRUST COMPANY
("Escrow Agent").

                                    RECITALS:

     A.   Seller and Purchaser previously entered into that certain Letter
Agreement dated as of November 13, 2003 (the "Letter Agreement"), with respect
to certain real property and all improvements thereon located at 7858
Quarterfield Road, Severn, Maryland, and commonly known as Metro Square Center.

     B.   Seller, Purchaser and Escrow Agent previously entered into those
certain Modified Joint Order Escrow Trust Instructions (Escrow Trust No.
23188484) dated as of November 25, 2003 (the "Escrow Instructions"), with
respect to the deposit and disbursement of the Earnest Money Deposit (as defined
in the Escrow Instructions) under the Letter Agreement.

     C.   Seller, Purchaser and Escrow Agent desire to amend the Letter
Agreement and the Escrow Instructions as more particularly set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller,
Purchaser and Escrow Agent hereby amend the Letter Agreement and the Escrow
Trust Instructions and agree as follows:

     1.   INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are,
by this reference, incorporated into the text of this First Amendment as if
fully set forth herein. Initially capitalized terms used but not defined in this
First Amendment, but defined in the Letter Agreement, or the Escrow
Instructions, shall have the meanings given to them in the Letter Agreement or
the Escrow Instructions, as the case may be.

     2.   DUE DILIGENCE; CLOSING. The Section of the Escrow Instructions
entitled "Delivery of Deposits" is hereby amended by (a) deleting "December 15,
2003" in the third line thereof and inserting "December 22, 2003" in lieu
thereof, and(b) deleting "December 22, 2003" in the ninth line thereof and
inserting "December 29, 2003" in lieu thereof. Notwithstanding anything
contained in the Letter Agreement to the contrary, Seller and Purchaser
acknowledge and agree that Purchaser's so-called due diligence period shall
expire on December 22, 2003, closing under the Letter Agreement and the Escrow
Instructions shall occur on December 29, 2003.

     3.   COUNTERPARTS; FACSIMILE SIGNATURES. This First Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.

     4.   MISCELLANEOUS. Except to the extent amended and modified herein, the
Letter Agreement and the Escrow Instructions are hereby ratified and confirmed
and shall remain in full



force and effect as originally written. This First Amendment shall be deemed to
be a part of the Letter Agreement and the Escrow Instructions.

     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:    /s/ Lou Quilici
                                       -------------------------------------
                                         Lou Quilici
                                         Senior Vice President

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:      /s/ Peter J. Bonastia
                                       -------------------------------------
                                         Name:      Peter J. Bonastia
                                              ------------------------------
                                         Its:       Managing Member
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------

                                        2


force and effect as originally written. This First Amendment shall be deemed to
be a part of the Letter Agreement and the Escrow Instructions.

     IN WITNESS WHEREOF, Seller, Purchaser and Escrow Agent have hereunto set
their hands and seals as of the day and year first above written.

                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS,
                                    INC., an Illinois corporation


                                    By:
                                       -------------------------------------
                                         Lou Quilici
                                         Senior Vice President

                                    SELLER:

                                    UNITED REALTY COMPANIES LLC


                                    By:
                                       -------------------------------------
                                         Name:
                                              ------------------------------
                                         Its:
                                             -------------------------------


                                    ESCROW AGENT:

                                    CHICAGO TITLE AND TRUST COMPANY


                                    By: /s/ [ILLEGIBLE]
                                       -------------------------------------
                                         Name:   [ILLEGIBLE]
                                              ------------------------------
                                         Its:  Escrow Assistant
                                             -------------------------------

                                        2


[INLAND(R) LOGO]

2901 Butterfield Road
Oak Brook, IL 80523
Phone: (630) 218-4948 Fax: 4935
www.inlandgroup.com

                                             November 11, 2003

Seller or Beneficiary of the Titleholding Trust
or Holder of the Power of Direction
c/o J. H. Winokur, Inc. (Broker)
Attn: Paul Ellenbogen
501 Washington Ave.
Pleasantville, NY 10570

       Re:  SUPERVALU S/C
            SEVERN, MD

Dear Mr. Ellenbogen:

     This letter represents this corporation's offer to purchase the Supervalu
Shopping Center with 61,817 net rentable square feet, situated on approximately
________ acres of land, located at 7858 Quarterfield, Severn, MD.

     The above property shall include all the land and buildings and common
facilities, as well as all personalty within the buildings and common areas,
supplies, landscaping equipment, and any other items presently used on the site
and belonging to owner, and all intangible rights relating to the property.

     This corporation or its nominee will consummate this transaction on the
following basis:

     1.   The total purchase price shall be $10,972,049.00 all cash, plus or
          minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at
          CLOSING 30 DAYS following the acceptance of this agreement (see
          Paragraph 10).

          Purchaser shall allocate the land, building and depreciable
          improvements prior to closing.

     2.   Seller represents and warrants (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that the above referenced property is leased to the
          tenants described on Exhibit A on triple net leases covering the
          building and all of the land, parking areas, reciprocal easements and
          REA/OEA agreements (if any), for the entire terms and option periods.
          Any concessions given to any tenants that extend beyond the closing
          day shall be settled at closing by Seller giving a full cash credit to
          Purchaser for any and all of those concessions.

     3.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that the property is free of violations, and the interior
          and exterior structures are in a good state of repair, free of leaks,
          structural problems, and mold, and the property is in full compliance
          with Federal, State, City and County ordinances, environmental laws
          and concerns, and no one has a lease that exceeds the lease term
          stated in said leases, nor does anyone have an option or right of
          first refusal to purchase or extend, nor is there any contemplated
          condemnation of any part of the property, nor are there any current or
          contemplated assessments.

     4.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that during the term of the leases the tenants and
          guarantors are responsible for and pay all operating expenses relating
          to the property on a prorata basis, including but not limited to, real
          estate taxes, REA/OEA agreements, utilities, insurance, all common
          area maintenance, parking lot and the building, etc.



November 11, 2003

          Prior to closing, Seller shall not enter into or extend any agreements
          without Purchaser's approval and any contract presently in existence
          not accepted by Purchaser shall be terminated by Seller. Any work
          presently in progress on the property shall be completed by Seller
          prior to closing or, at Purchaser's option, Seller may credit
          Purchaser in cash with an amount required to finish said work.

     5.   Ten (10) days prior to closing Seller shall furnish Purchaser
          with estoppel letters acceptable to Purchaser from all tenants,
          guarantors, and parties to reciprocal and/or operating easement
          agreements, if applicable.

     6.   Seller is responsible for payment of any LEASING BROKERAGE
          FEES or commissions which are due any leasing brokers for the existing
          leases stated above or for the renewal of same.

     7.   This offer is subject to Seller supplying to Purchaser prior
          to closing a certificate of insurance from the tenants and guarantors
          in the form and coverage acceptable to Purchaser for the closing.

     8.   Seller shall supply to Purchaser 10 days prior to closing, and
          Seller shall pay for at closing, a certificate which must be
          acceptable to Purchaser from a certified hygienist for environmental
          concerns that there is no asbestos, PCBs, or hazardous substance in
          the buildings and on the property; in other words, a Level 1
          environmental audit (and Level 2 audit, if required).

     9.   The above sale of the real estate shall be consummated by
          conveyance of a full warranty deed from Seller to Purchaser's
          designee, with the Seller paying any city, state, or county transfer
          taxes for the closing, and Seller agrees to cooperate with Purchaser's
          lender, if any, and the money lender's escrow.

     10.  The closing shall occur through Chicago Title & Trust Company, in
          Chicago, Illinois with Nancy Castro as Escrowee, 30 days following
          acceptance of this agreement, at which time title to the above
          property shall be marketable; i.e., free and clear of all liens,
          encroachments and encumbrances and an ALTA form B owner's title policy
          with complete extended coverage and required endorsements, waiving off
          all construction, including 3.1 zoning including parking and loading
          docks, and insuring all improvements as legally conforming uses and
          not as non-conforming or conditional uses, paid by Seller, shall be
          issued, with all warranties and representations being true now and at
          closing and surviving the closing, and each party shall be paid in
          cash their respective credits, including, but not limited to, security
          deposits, rent and expenses, with a proration of real estate taxes
          based (at Purchaser's option) on the greater of 110% of the most
          recent bill or latest assessment, or the estimated assessments for
          2002 and 2003 using the Assessor's formula for these sales
          transactions, with a later reproration of taxes when the actual bills
          are received. At closing, no credit will be given to Sellers for any
          past due, unpaid or delinquent rents.

     12.  Neither Seller (Landlord) or any tenant and guarantor shall be in
          default on any lease or agreement at closing, nor is there any
          threatened or pending litigation.

     13.  Seller warrants and represents that he has paid all unemployment
          taxes to date.

     14.  Prior to closing, Seller shall furnish to Purchaser copies of all
          guarantees and warranties which Seller received from any and all
          contractors and sub-contractors pertaining to the property. This offer
          is subject to Purchaser's satisfaction that all guarantees and
          warranties survive the closing and are assignable and transferable to
          any titleholder now and in the future.



November 11, 2003

     15.  This offer is subject to the property being 100% occupied at
          the time of closing, with all tenants occupying their space, open for
          business, and paying full rent, including CAM, tax and insurance
          current, as shown on Exhibit A attached.

     16.  Seller shall be responsible for payment of a real estate brokerage
          commission, as per their agreement, to J. H. Winokur, Inc. Said
          commission shall be paid through the closing.

     17.  Fifteen (15) days prior to closing, Seller must provide the title as
          stated above and a current Urban ALTA/ACSM spotted survey in
          accordance with the minimum standard detail requirements for ALTA/ACSM
          Land Title surveys jointly established and adopted by ALTA and ACSM in
          1999 and includes all Table A optional survey responsibilities and
          acceptable to Purchaser and the title company.

     18.  Seller agrees that prior to closing it shall put all vacant spaces
          into rentable condition and ready for a new tenant to occupy
          immediately in accordance with all applicable laws, codes, etc.,
          including all requirements for a certificate of occupancy for said
          space.

     19.  Seller agrees to immediately make available and disclose all
          information that Purchaser needs to evaluate the above property,
          including all inducements, abatements, concessions or cash payments
          given to tenants, and for CAM, copies of the bills. Seller agrees to
          cooperate fully with Purchaser and Purchaser's representatives to
          facilitate Purchaser's evaluations and reports, including at least a
          one-year audit of the books and records of the property.

     This offer is, of course, predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA/OEA agreements, tenants' and guarantors'
financial statements, sales figures, representations of income and expenses made
by Seller, site inspection, environmental, appraisal, etc., and at least one
year of audited operating statements on said property is required that qualify,
comply with and can be used in a public offering.

     If this offer is acceptable, please HAVE THE SELLER sign the original of
this letter and initial each page, keeping copies for your files and returning
the original to me by NOVEMBER 17, 2003.

                                           Sincerely,

ACCEPTED:                                  INLAND REAL ESTATE ACQUISITIONS, INC.
                                           or nominee

By:         /s/ Peter J. Bonastia
      -----------------------------------
       Peter J. Bonastia, Managing Member    /s/ Lou Quilici
Date:  November 13, 2003                   ---------------------------------
                                           Lou Quilici
                                           Senior Vice President

                                           /s/ G. Joseph Cosenza
                                           G. Joseph Cosenza
                                           Vice Chairman

Subject to revisions contained in accompanying letter.



                                   "EXHIBIT A"



                                                                          LEASE          LEASE
                                            ANNUAL          RENT       COMMENCEMENT    EXPIRATION    SALES   MONTHLY
         TENANTS                  S.F.     BASE RENT    PER SQ. FOOT       DATE           DATE        PSF     RENT
- --------------------------------------------------------------------------------------------------------------------
                                                                                           
SHOPPERS SUPERVALUER FOOD
  WAREHOUSE**                    58,217    815,038.00     $  14.00     September-99   September-19              0.00

AZZ CLEANERS                      2,400     55,073.00     $  22.95     November-00    December-07               0.00

GREAT CLIPS                       1,200     27,537.00     $  22.95       July-00      December-05               0.00

                                                 0.00      #DIV/0!                                              0.00

**GUARANTOR IS SUPERVALU                         0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

                                                 0.00      #DIV/0!                                              0.00

TOTALS                           61,817    897,648.00
- --------------------------------------------------------


POPULATION 3 MILE 66,779

AVERAGE HH INCOME $66,243

EX-10.56

                                                                   Exhibit 10.56

                          ASSIGNMENT AND ASSUMPTION OF
                                LETTER AGREEMENT

     THIS ASSIGNMENT AND ASSUMPTION OF LETTER AGREEMENT (this "Assignment") is
made and entered into as of this 20th day of January, 2004 by and between INLAND
REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, as Assignor
("Assignor"), and INLAND WESTERN SEVERN, L.L.C., a Delaware limited liability
company, as Assignee ("Assignee").

                                    RECITALS:

     A.   Assignor previously has executed and entered into that certain Letter
Agreement dated as of November 13, 2003, with United Realty Companies, LLC, and
those certain Modified Joint Escrow Trust Instructions (Escrow Trust
No. 23188484) dated as of November 25, 2003, with United Realty Companies, LLC
and Chicago Title and Trust Company (collectively and as amended, the
"Agreement").

     B.   Assignor desires to assign all of its right, title and interest in, to
and under the Agreement to Assignee, and Assignee desires to accept such
assignment and assumes all of Assignor's duties and obligations under the
Agreement that arise and accrue from and after the date of this Assignment, all
upon and subject to the terms and provisions of this Assignment.

                                   AGREEMENT:

     NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
agreement of the parties hereto and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1.   INCORPORATION OF RECITALS. The foregoing Recitals are, by this
reference, incorporated into the body of this Assignment as if the same had been
set forth in the body of this Assignment in their entirety.

     2.   ASSIGNMENT. Assignor hereby assigns, conveys, transfers and sets over
to Assignee all of Assignor's right, title and interest in, to and under the
Agreement.

     3.   ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION. Assignee hereby accepts the
foregoing assignment and hereby assumes, and agrees to perform, all of
Assignor's duties and obligations under the Agreement that arise and accrue from
and after the date of this Assignment.

     4.   SEVERABILITY. If any provision of this Assignment or the application
thereof to any person or circumstance is or shall be deemed illegal, invalid or
unenforceable, the remaining provisions of this Assignment shall remain in full
force and effect and this Assignment shall be interpreted as if such illegal,
invalid or unenforceable provision did not exist.

     5.   BINDING EFFECT. Each provision of this Assignment shall extend to and
shall bind and inure to the benefit of Assignor and Assignee and their
respective heirs, legal representatives, successors and assigns.

     6.   TIME OF ESSENCE. Time is of the essence of this Assignment and each
provision hereof.



     7.   ENTIRE AGREEMENT. This Assignment contains the entire agreement of
Assignor and Assignee with respect to subject matter hereof. No prior agreements
or understandings with respect to the subject matter hereof shall be valid or of
any force or effect.

     8.   GOVERNING LAW. This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Illinois.

     9.   COUNTERPARTS. This Assignment may be executed in separate
counterparts, each of which shall constitute an original copy hereof, but all of
which shall constitute but one and the same agreement.

     IN WITNESS WHEREOF, Assignor and Assignee have executed and delivered this
Assignment as of the date and year first written above.

                                       ASSIGNOR:

                                       INLAND REAL ESTATE ACQUISITIONS, INC.,
                                       an Illinois corporation


                                       By: /s/ Karen M Kautz
                                          ------------------------------------
                                          Name:  Karen M Kautz
                                               -------------------------------
                                          Its: Vice President
                                               -------------------------------

                                       ASSIGNEE:

                                       INLAND WESTERN SEVERN, L.L.C., a Delaware
                                       limited liability company

                                       By:  INLAND WESTERN RETAIL REAL
                                            ESTATE TRUST, INC., its sole member


                                            By: /s/ Debra A Palmer
                                               -------------------------------
                                                  Name: Debra A Palmer
                                                       -----------------------
                                                  Its: Asst Secretary
                                                      ------------------------

EX-10.57

                                                                   Exhibit 10.57

                         REINSTATEMENT OF AND AMENDMENT
                         TO PURCHASE AND SALE AGREEMENT

                             (NORTH RANCH PAVILIONS)

     This Reinstatement of and Amendment to Purchase and Sale Agreement
("AMENDMENT") is made as of the 14 day of January, 2004, by and between CH
REALTY II/NORTH RANCH, L.P., a Delaware limited partnership ("SELLER"), and
INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("PURCHASER").

                                    RECITALS:

     WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale
Agreement (the "PURCHASE AND SALE AGREEMENT") dated effective December 17, 2003,
for the acquisition of the retail shopping center known locally as the North
Ranch Pavilions located in the City of Thousand Oaks, Ventura County, California
more particularly described in the Purchase and Sale Agreement (the "PROPERTY");

     WHEREAS, the Purchase and Sale Agreement terminated by its terms on
December 24, 2003, while the parties resolved certain due diligence issues; and

     WHEREAS, Seller and Purchaser mutually desire to reinstate and modify the
Purchase and Sale Agreement upon the terms and conditions set forth herein.

     NOW, THEREFORE, for and in consideration of the mutual agreements stated
herein and other good and valuable consideration, the receipt, sufficiency and
adequacy of each of which is hereby acknowledged and confessed, Seller and
Purchaser hereby agree as follows:

     1.   REINSTATEMENT. It is the express agreement of Seller and Purchaser
that, upon the execution of this Amendment by both parties, the Purchase and
Sale Agreement shall be deemed for all purposes reinstated and in full force and
effect except as modified hereby.

     2.   SATISFACTION OF ALL DUE DILIGENCE CONDITIONS. Purchaser, by its
execution hereof, acknowledges that it has fully waived its right to terminate
the Purchase and Sale Agreement pursuant to Section 4.4 of the Purchase and Sale
Agreement and further by its execution hereof agrees that the Earnest Money (as
defined in the Purchase and Sale Agreement) in the amount of $300,000.00
previously deposited with the Title Company shall be, save and except for a
default by Seller or the occurrence of any other event otherwise entitling
Purchaser to receive a return of the Earnest Money pursuant to the terms of the
Purchase and Sale Agreement, deemed earned and, in the event of a default by
Purchaser, forfeitable in accordance with the terms of the Purchase and Sale
Agreement. Expressly, Purchaser further agrees that it has accepted all matters
relating to title as set forth on the pro forma Title Policy issued by the Title
Company identified in the Purchase and Sale Agreement attached hereto as EXHIBIT
"A" (the "PRO FORMA POLICY"). Purchaser and Seller agree that the Title Policy
(as defined in the Purchase and sale Agreement) required to be issued at Closing
pursuant to SECTION 5.4 of the Purchase and Sale Agreement must conform in all
respects to the Pro Forma Policy unless otherwise accepted by Purchaser.

     3.   AUDIT LETTER. In order to satisfy the requirements of SECTION 12.22 of
the Purchase and Sale Agreement, the parties have negotiated and agreed that the
letter attached hereto as EXHIBIT "B" shall be executed and delivered by Seller
at the Closing in satisfaction of Seller's pre-closing obligations under
SECTION 12.22.

REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE AGREEMENT - Page 1



     4.   PRORATIONS/ADJUSTMENTS. The parties agree that prorations at Closing
for Rent shall be based upon the schedule attached as EXHIBIT "C" which provides
to Purchaser prorations based upon the full rental to be paid at the Property
for the month of Closing with the further proviso that the parties shall,
following the Closing, adjust the proration figures used on the Closing
Statements based upon actual collections at the Property for the month of
January, 2004. This PARAGRAPH 4 does not alter the obligations of the parties
pursuant to SECTION 8.1.3(b) of the Purchase and Sale Agreement. It is the
further agreement of the parties that, as to the repairs required on EXHIBIT
"D", Seller has completed the same, and that to the extent the City of Thousand
Oaks (the "CITY") requires post-closing additional work to be undertaken with
regard to the items completed by Seller reflected on EXHIBIT "D" (the
"ADDITIONAL WORK"), Seller shall, upon written notice from Purchaser and the
City, either (i) complete the Additional Work at its cost and expense or
(ii) reimburse Purchaser for all third-party costs incurred by Purchaser in the
completion of the Additional Work. The term "Additional Work" shall mean ONLY
work required by the City as to the items completed by Seller described on
EXHIBIT "D".

     5.   CLOSING DATE. The parties hereto hereby agree that the Closing shall
occur on or before 5:00 p.m. central standard time January 15, 2004, and that in
order to accommodate the recording requirements of the jurisdiction in which the
Property is located, the parties will execute and deliver to the Title Company
the documents required to consummate the transaction in time sufficient to
permit the same to be delivered for recordation with the County Recorder for the
Property such that the Closing can occur and the funds can be disbursed on or
before 5:00 p.m. central standard time January 15, 2004.

     6.   NO FURTHER MODIFICATION. Except as expressly modified herein, all
remaining terms and conditions of the Purchase and Sale Agreement shall remain
in full force as set forth therein. Terms and provisions as utilized herein
shall have the same meaning and effect as used in the Purchase and Sale
Agreement unless expressly modified herein.

     7.   MULTIPLE COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts. Each such counterpart is deemed an original for all
purposes and all such counterparts shall, collectively, constitute one
agreement, but, in making proof of this Amendment or the Purchase and Sale
Agreement, it shall not be necessary to produce or account for more than one
counterpart.

     8.   FACSIMILE TRANSMISSION. For the purposes of this Amendment, the
parties agree that they will accept and rely upon facsimile transmission and
execution of this Amendment to be binding upon each other. To the extent the
parties choose to rely upon execution by facsimile execution and transmission of
this Amendment, the parties shall cause "ink signed originals" of this Amendment
to be executed to each of the parties and the Title Company.

REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE AGREEMENT - Page 2



     EXECUTED as of the date first above written.

                                    SELLER:

                                    CH REALTY II/NORTH RANCH, L.P.,
                                    a Delaware limited partnership

                                    By:   CH Realty II/Retail GP, L.L.C.,
                                          a Delaware limited liability company,
                                          its General Partner

                                    By:   Crow Holdings Managers, L.L.C.,
                                          a Texas limited liability company,
                                          its Manager

                                          By: /s/ Robert A. McClain
                                             --------------------------------
                                          Name:       Robert A. McClain
                                               ------------------------------
                                          Title:      Vice President
                                                -----------------------------


                                    PURCHASER:

                                    INLAND REAL ESTATE ACQUISITIONS, INC.,
                                    an Illinois corporation


                                    By: /s/ E. Joseph Cosenza
                                        -------------------------------------
                                    Name: E. Joseph Cosenza
                                         ------------------------------------
                                    Title: President
                                          -----------------------------------

REINSTATEMENT OF AND AMENDMENT TO PURCHASE AND SALE AGREEMENT - Page 3



                                                                     [ILLEGIBLE]

                         AMERICAN LAND TITLE ASSOCIATION
                                 OWNER'S POLICY
                                   (10-17-92)

                                    EXHIBIT A

                         CHICAGO TITLE INSURANCE COMPANY


SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED
IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, CHICAGO TITLE INSURANCE
COMPANY, a Missouri corporation, herein called the Company, insures, as of Date
of Policy shown in Schedule A, against loss or damage, not exceeding the Amount
of Insurance stated in Schedule A, sustained or incurred by the insured by
reason of:

     1.   Title to the estate or interest described in Schedule A being vested
          other than as stated therein;

     2.   Any defect in or lien or encumbrance on the title;

     3.   Unmarketability of the title;

     4.   Lack of a right of access to and from the land.

The Company will also pay the costs, attorneys' fees and expenses incurred in
defense of the title, as insured, but only to the extent provided in the
Conditions and Stipulations.

IN WITNESS WHEREOF, CHICAGO TITLE INSURANCE COMPANY has caused this policy to be
signed and sealed as of Date of Policy shown in Schedule A, the policy to become
valid when countersigned by an authorized signatory.


Issued by:                                     CHICAGO TITLE INSURANCE COMPANY
CHICAGO TITLE COMPANY                                   By:
245 SOUTH LOS ROBLES AVENUE
SUITE 105
PASADENA, CA 91101-2820                                 /s/ [ILLEGIBLE]
(626) 432-7600                                                         President

                                     [SEAL]

                                                        By:

                                                        /s/ [ILLEGIBLE]
                                                                       Secretary

ALTA Owner's Policy (10-17-92)



                            EXCLUSIONS FROM COVERAGE

The following matters are expressly excluded from the coverage of this policy
and the Company will not pay loss or damage, costs, attorneys' fees or expenses
which arise by reason of:

1.   (a)  Any law, ordinance or governmental regulation (including but not
          limited to building and zoning laws, ordinances, or regulations)
          restricting, regulating, prohibiting or relating to (i) the occupancy,
          use, or enjoyment of the land; (ii) the character, dimensions or
          location of any improvement now or hereafter erected on the land;
          (iii) a separation in ownership or a change in the dimensions or area
          of the land or any parcel of which the land is or was a part; or (iv)
          environmental protection, or the effect of any violation of these
          laws, ordinances or governmental regulations, except to the extent
          that a notice of the enforcement thereof or a notice of a defect, lien
          or encumbrance resulting from a violation or alleged violation
          affecting the land has been recorded in the public records at Date of
          Policy.

     (b)  Any governmental police power not excluded by (a) above, except to the
          extent that a notice of the exercise thereof or a notice of a defect,
          lien or encumbrance resulting from a violation or alleged violation
          affecting the land has been recorded in the public records at Date of
          Policy.

2.   Rights of eminent domain unless notice of the exercise thereof has been
     recorded in the public records at Date of Policy, but not excluding from
     coverage any taking which has occurred prior to Date of Policy which would
     be binding on the rights of a purchaser for value without knowledge.

3.   Defects, liens, encumbrances, adverse claims or other matters:

     (a)  created, suffered, assumed or agreed to by the insured claimant;

     (b)  not known to the Company, not recorded in the public records at Date
          of Policy, but known to the insured claimant and not disclosed in
          writing to the Company by the insured claimant prior to the date the
          insured claimant became an insured under this policy;

     (c)  resulting in no loss or damage to the insured claimant;

     (d)  attaching or created subsequent to Date of Policy; or

     (e)  resulting in loss or damage which would not have been sustained
          if the insured claimant had paid value for the estate or interest
          insured by this policy.

4.   Any claim, which arises out of the transaction vesting in the insured
     the estate or interest insured by this policy, by reason of the operation
     of federal bankruptcy, state insolvency, or similar creditors' rights laws,
     that is based on:

     (i)  the transaction creating the estate or interest insured by this policy
          being deemed a fraudulent conveyance or fraudulent transfer; or

     (ii) the transaction creating the estate or interest insured by
          this policy being deemed a preferential transfer except where the
          preferential transfer results from the failure:

          (a)  to timely record the instrument of transfer; or

          (b)  of such recordation to impart notice to a purchaser for value or
               a judgment or lien creditor.



                           CONDITIONS AND STIPULATIONS

1.   DEFINITION OF TERMS

     The following terms when used in this policy mean:

     (a) "insured": the insured named in Schedule A, and, subject to any rights
or defenses the Company would have had against the named insured, those who
succeed to the interest of the named insured by operation of law as
distinguished from purchase including, but not limited to, heirs, distributes,
devisees, survivors, personal representatives, next of kin, or corporate or
fiduciary successors.

     (b) "insured claimant": an insured claiming loss or damage.

     (c) "knowledge" or "known": actual knowledge, not constructive knowledge or
notice which may be imputed to an insured by reason of the public records as
defined in this policy or any other records which impart constructive notice of
matters affecting the land.

     (d) "land": the land described or referred to in Schedule A, and
Improvements affixed thereto which by law constitute real property. The term
"land" does not include any property beyond the lines of the area described or
referred to in Schedule A, nor any right, title, interest, estate or easement in
abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing
herein shall modify or limit the extent to which a right of access to and from
the land is insured by this policy.

     (e) "mortgage": mortgage, deed of trust, trust deed, or other security
instrument.

     (f) "public records": records established under state statutes at Date of
Policy for the purpose of imparting constructive notice of matters relating to
real property to purchasers for value and without knowledge. With respect to
Section 1(a)(iv) of the Exclusions From Coverage, "public records" shall also
include environmental protection liens filed in the records of the clerk of the
United States district court for the district in which the land is located.

     (g) "unmarketability of the title": an alleged or apparent matter affecting
the title to the land, not excluded or excepted from coverage, which would
entitle a purchaser of the estate or interest described in Schedule A to be
released from the obligation to purchase by virtue of a contractual condition
requiring the delivery of marketable title.

2.   CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE

     The coverage of this policy shall continue in force as of Date of Policy in
favor of an insured only so long as the insured retains an estate or interest in
the land, or holds an indebtedness secured by a purchase money mortgage given by
a purchaser from the insured, or only so long as the insured shall have
liability by reason of covenants of warranty made by the insured in any transfer
or conveyance of the estate or interest. This policy shall not continue in force
in favor of any purchaser from the insured of either (i) an estate or interest
in the land, or (ii) an indebtedness secured by a purchase money mortgage given
to the insured.

3.   NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT

     The insured shall notify the Company promptly in writing (i) in case of any
litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come
to an insured hereunder of any claim of title or interest which is adverse to
the title to the estate or interest, as insured, and which might cause loss or
damage for which the Company may be liable by virtue of this policy, or (iii) if
title to the estate or interest, as insured, is rejected as unmarketable. If
prompt notice shall not be given to the Company, then as to the insured all
liability of the Company shall terminate with regard to the matter or matters
for which prompt notice is required; provided, however, that failure to notify
the Company shall in no case prejudice the rights of any insured under this
policy unless the Company shall be prejudiced by the failure and then only to
the extent of the prejudice.

4.   DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE

     (a) Upon written request by the insured and subject to the options
contained in Section 6 of these Conditions and Stipulations, the Company, at its
own cost and without unreasonable delay, shall provide for the defense of an
insured in litigation in which any third party asserts a claim adverse to the
title or interest as insured, but only as to those stated causes of action
alleging a defect, lien or encumbrance or other matter insured against by this
policy. The Company shall have the right to select counsel of its choice
(subject to the right of the insured to object for reasonable cause) to
represent the insured as to those stated causes of action and shall not be
liable for and will not pay the fees of any other counsel. The Company will not
pay any fees, costs or expenses incurred by the insured in the defense of those
causes of action which allege matters not insured against by this policy.

     (b) The Company shall have the right, at its own cost, to institute and
prosecute any action or proceeding or to do any other act which in its opinion
may be necessary or desirable to establish the title to the estate or interest,
as insured, or to prevent or reduce loss or damage to the insured. The Company
may take any appropriate action under the terms of this policy, whether or not
it shall be liable hereunder, and shall not thereby concede liability or waive
any provision of this policy. If the Company shall exercise its rights under
this paragraph, it shall do so diligently.

     (c) Whenever the Company shall have brought an action or interposed a
defense as required or permitted by the provisions of this policy, the Company
may pursue any litigation to final determination by a court of competent
jurisdiction and expressly reserves the right, in its sole discretion, to appeal
from any adverse judgment or order.

     (d) In all cases where this policy permits or requires the Company to
prosecute or provide for the defense of any action or proceeding, the insured
shall secure to the Company the right to so prosecute or provide defense in the
action or proceeding, and all appeals therein, and permit the Company to use, at
its option, the name of the Insured for this purpose. Whenever requested by the
Company, the insured, at the Company's expense, shall give the Company all
reasonable aid (i) in any action or proceeding, securing evidence, obtaining
witnesses, prosecuting or defending the action or proceeding, or affecting
settlement, and (ii) in any other lawful act which in the opinion of the Company
may be necessary or desirable to establish the title to the estate or interest
as insured. If the Company is prejudiced by the failure of the insured to
furnish the required cooperation, the Company's obligations to the insured under
the policy shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, with regard to the matter or matters
requiring such cooperation.

5.   PROOF OF LOSS OR DAMAGE

     In addition to and after the notices required under Section 3 of these
Conditions and Stipulations have been provided the Company, a proof of loss or
damage signed and sworn to by the insured claimant shall be furnished to the
Company within 90 days after the insured claimant shall ascertain the facts
giving rise to the loss or damage. The proof of loss or damage shall describe
the defect in, or lien or encumbrance on the title, or other matter insured
against by this policy which constitutes the basis of loss or damage and shall
state, to the extent possible, the basis of calculating the amount of the loss
or damage. If the Company is prejudiced by the failure of the insured claimant
to provide the required proof of loss or damage, the Company's obligations to
the insured under the policy shall terminate, including any liability or
obligation to defend, prosecute, or continue any litigation, with regard to the
matter or matters requiring such proof of loss or damage.

     In addition, the insured claimant may reasonably be required to submit to
examination under oath by any authorized representative of the Company and shall
produce for examination, inspection and copying, at such reasonable times and
places as may be designated by any authorized representative of the Company, all
records, books, ledgers, checks, correspondence and memoranda, whether bearing a
date before or after Date of Policy, which reasonably pertain to the loss or
damage. Further, if requested by any authorized representative of the Company,
the insured claimant shall grant its permission, in writing, for any authorized
representative of the Company to examine, inspect and copy all records, books,
ledgers, checks, correspondence and memoranda in the custody or control of a
third party, which reasonably pertain to the loss or damage. All information
designated as confidential by the insured claimant provided to the Company
pursuant to this Section shall not be disclosed to others unless. In the
reasonable judgment of the Company, it is necessary in the administration of the
claim. Failure of the insured claimant to submit for examination under oath,
produce other reasonably requested information or grant permission to secure
reasonably necessary information from third parties as required in this
paragraph shall terminate any liability of the Company under this policy as to
that claim.

6.   OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY

     In case of a claim under this policy, the Company shall have the following
additional options:

     (a)  TO PAY OR TENDER PAYMENT OF THE AMOUNT OF INSURANCE.

     To pay or tender payment of the amount of insurance under this policy
together with any costs, attorneys' fees and expenses incurred by the insured
claimant, which were authorized by the Company, up to the time of payment or
tender of payment and which the Company is obligated to pay.

    Upon the exercise by the Company of this option, all liability and
obligations to the insured under this policy, other than to make the payment
required, shall terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, and the policy shall be surrendered to
the Company for cancellation.

     (b)  TO PAY OR OTHERWISE SETTLE WITH PARTIES OTHER THAN THE INSURED OR WITH
          THE INSURED CLAIMANT.

     (i)  to pay or otherwise settle with other parties for or in the name of an
insured claimant any claim insured against under this policy, together with any
costs, attorneys' fees and expenses incurred by the insured claimant which were
authorized by the Company up to the time of payment and which the Company is
obligated to pay; or

     (ii) to pay or otherwise settle with the insured claimant the loss or
damage provided for under this policy, together with any costs, attorneys' fees
and expenses incurred by the insured claimant which were authorized by the
Company up to the time of payment and which the Company is obligated to pay.



     Upon the exercise by the Company of either of [ILLEGIBLE] Options provided
for in paragraphs (b)(i) or (ii), the Company's obligations [ILLEGIBLE] the
insured under this policy for the claimed loss or damage, other than the
payments required to be made, shall terminate, including any liability or
obligation to defend, prosecute or continue any litigation.

7.   DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE

     This policy is a contract of indemnity against actual monetary loss or
damage sustained or incurred by the insured claimant who has suffered loss or
damage by reason of matters insured against by this policy and only to the
extent herein described.

     (a)  The liability of the Company under this policy shall not exceed the
least of:

     (i)  the Amount of Insurance stated in Schedule A; or,

     (ii) the difference between the value of the insured estate or interest as
insured and the value of the insured estate or interest subject to the defect,
lien or encumbrance insured against by this policy.

     (b)  In the event the Amount of Insurance stated in Schedule A at the Date
of Policy is less than 80 percent of the value of the insured estate or interest
or the full consideration paid for the land, whichever is less, or if subsequent
to the Date of Policy an improvement is erected on the land which increases the
value of the insured estate or interest by at least 20 percent over the Amount
of Insurance stated in Schedule A, then this Policy is subject to the following:

     (i)  where no subsequent improvement has been made, as to any partial loss,
the Company shall only pay the loss pro rata in the proportion that the amount
of insurance at Date of Policy bears to the total value of the insured estate or
interest at Date of Policy; or

     (ii) where a subsequent improvement has been made, as to any partial loss,
the Company shall only pay the loss pro rata in the proportion that 120 percent
of the Amount of Insurance stated in Schedule A bears to the sum of the Amount
of Insurance stated in Schedule A and the amount expended for the improvement.

     The provisions of this paragraph shall not apply to costs, attorneys' fees
and expenses for which the Company is liable under this policy, and shall only
apply to that portion of any loss which exceeds, in the aggregate, 10 percent of
the Amount of Insurance stated in Schedule A.

     (c)  The Company will pay only those costs, attorneys' fees and expenses
incurred in accordance with Section 4 of these Conditions and Stipulations.

8.   APPORTIONMENT

     If the land described in Schedule A consists of two or more parcels which
are not used as a single site, and a loss is established affecting one or more
of the parcels but not all, the loss shall be computed and settled on a pro rata
basis as if the amount of insurance under this policy was divided pro rata as to
the value on Date of Policy of each separate parcel to the whole, exclusive of
any improvements made subsequent to Date of Policy, unless a liability or value
has otherwise been agreed upon as to each parcel by the Company and the insured
at the time of the issuance of this policy and shown by an express statement or
by an endorsement attached to this policy.

9.   LIMITATION OF LIABILITY

     (a)  If the Company establishes the title, or removes the alleged defect,
lien or encumbrance, or cures the lack of a right of access to or from the land,
or cures the claim of unmarketability of title, all as insured, in a reasonably
diligent manner by any method, including litigation and the completion of any
appeals therefrom, it shall have fully performed its obligations with respect to
that matter and shall not be liable for any loss or damage caused thereby.

     (b)  In the event of any litigation, including litigation by the Company or
with the Company's consent, the Company shall have no liability for loss or
damage until there has been a final determination by a court of competent
jurisdiction, and disposition of all appeals therefrom, adverse to the title as
insured.

     (c)  The Company shall not be liable for loss or damage to any insured for
liability voluntarily assumed by the insured in settling any claim or suit
without the prior written consent of the Company.

10.  REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY

     All payments under this policy, except payments made for costs, attorneys'
fees and expenses, shall reduce the amount of the insurance pro tanto.

11.  LIABILITY NONCUMULATIVE

     It is expressly understood that the amount of insurance under this policy
shall be reduced by any amount the Company may pay under any policy insuring a
mortgage to which exception is taken in Schedule B or to which the insured has
agreed, assumed, or taken subject, or which is hereafter executed by an insured
and which is a charge or lien on the estate or interest described or referred to
in Schedule A, and the amount so paid shall be deemed a payment under this
policy to the insured owner.

12.  PAYMENT OF LOSS

     (a)  No payment shall be made without producing this policy for endorsement
of the payment unless the policy has been lost or destroyed, in which case proof
of loss or destruction shall be furnished to the satisfaction of the Company.

     (b)  When liability and the [ILLEGIBLE] of loss or damage has been
definitely fixed in accordance with these [ILLEGIBLE] and Stipulations, the loss
or damage shall be payable within 30 days thereafter.

13.  SUBROGATION UPON PAYMENT OR SETTLEMENT

     (a)  THE COMPANY'S RIGHT OF SUBROGATION.

     Whenever the Company shall have settled and paid a claim under this policy,
all right of subrogation shall vest in the Company unaffected by any act of the
insured claimant.

     The Company shall be subrogated to and be entitled to all rights and
remedies which the insured claimant would have had against any person or
property in respect to the claim had this policy not been issued, if requested
by the Company, the insured claimant shall transfer to the Company all rights
and remedies against any person or property necessary in order to perfect this
right of subrogation. The insured claimant shall permit the Company to sue,
compromise or settle in the name of the insured claimant and to use the name of
the insured claimant in any transaction or litigation involving these rights or
remedies.

     If a payment on account of a claim does not fully cover the loss of the
insured claimant, the Company shall be subrogated to these rights and remedies
in the proportion which the Company's payment bears to the whole amount of the
loss.

     If loss should result from any act of the insured claimant, as stated
above, that act shall not void this policy, but the Company, in that event,
shall be required to pay only that part of any losses insured against by this
policy which shall exceed the amount, if any, lost to the Company by reason of
the impairment by the insured claimant of the Company's right of subrogation.

     (b)  THE COMPANY'S RIGHTS AGAINST NON-INSURED OBLIGORS.

     The Company's right of subrogation against non-insured obligors shall exist
and shall include, without limitation, the rights of the insured to indemnities,
guaranties, other policies of insurance or bonds, notwithstanding any terms or
conditions contained in those instruments which provide for subrogation rights
by reason of this policy.

14.  ARBITRATION

     Unless prohibited by applicable law, either the Company or the insured may
demand arbitration pursuant to the Title Insurance Arbitration Rules of the
American Arbitration Association. Arbitrable matters may include, but are not
limited to; any controversy or claim between the Company and the insured arising
out of or relating to this policy, any service of the Company in connection with
its issuance or the breach of a policy provision or other obligation. All
arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be
arbitrated at the option of either the Company or the insured. All arbitrable
matters when the Amount of Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the insured. Arbitration
pursuant to this policy and under the Rules in effect on the date the demand for
arbitration is made or, at the option of the insured, the Rules in effect at
Date of Policy shall be binding upon the parties. The award may include
attorneys' fees only if the laws of the state in which the land is located
permit a court to award attorneys' fees to a prevailing party. Judgment upon the
award rendered by the Arbitrator(s) may be entered in any court having
jurisdiction thereof.

     The law of the situs of the land shall apply to an arbitration under the
Title Insurance Arbitration Rules.

     A copy of the Rules may be obtained from the Company upon request.

15.  LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT

     (a)  This policy together with all endorsements, if any, attached hereto by
the Company is the entire policy and contract between the insured and the
Company. In interpreting any provision of this policy, this policy shall be
construed as a whole.

     (b)  Any claim of loss or damage, whether or not based on negligence, and
which arises out of the status of the title to the estate or interest covered
hereby or by any action asserting such claim, shall be restricted to this
policy.

     (c)  No amendment of or endorsement to this policy can be made except by a
writing endorsed hereon or attached hereto signed by either the President, a
Vice President, the Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.

16.  SEVERABILITY

     In the event any provision of the policy is held invalid or unenforceable
under applicable law, the policy shall be deemed not to include that provision
and all other provisions shall remain in full force and effect.

17.  NOTICES, WHERE SENT

     All notices required to be given the Company and any statement in writing
required to be furnished the Company shall include the number of this policy and
shall be addressed to the Company at the issuing office or to:

                    Chicago Title Insurance Company
                    Claims Department
                    171 North Clark Street
                    Chicago, Illinois 60601-3294



          NOTE: This is a PRO-FORMA POLICY, furnished or on behalf of the
          [ILLEGIBLE] to be insured. It does not reflect the present status of
          title and is NOT A COMMITMENT to insure the estate or interest as
          shown herein, nor does it evidence the willingness of the Company to
          provide any affirmative coverage shown herein. Any such committment
          must be an express, written undertaking on appropriate forms of the
          Company.

                                   SCHEDULE A

                                                     Policy No: 31006316A - X14
                                                       Premium: $________
Amount of Insurance:       $18,468,000.00
Date of Policy:      PROFORMA               at  8:00 A.M.

1.   Name of Insured:

INLAND WESTERN THOUSAND OAKS L.L.C., A ______________ LIMITED LIABILITY COMPANY


2.   The estate or interest in the land hereinafter described or referred to
     covered by this policy is:


A FEE AS TO PARCELS A AND B;
AN EASEMENT MORE FULLY DESCRIBED BELOW AS TO PARCEL C


3.   Title to said estate or interest at the date hereof is vested in:

INLAND WESTERN THOUSAND OAKS L.L.C.,  A ____________ LIMITED LIABILITY COMPANY


4.   The land referred to in this policy is situated in the State of California,
     County of         and is described as follows:

                            SEE ATTACHED DESCRIPTION



Policy No:   31006316A - X14
Page 1

                                   DESCRIPTION

PARCEL A:

PARCELS 3 THROUGH 6, INCLUSIVE, AS SHOWN A PARCEL MAP LD-591, IN THE CITY OF
THOUSAND OAKS, COUNTY OF VENTURA, STATE OF CALIFORNIA, FILED IN BOOK 50, PAGES 1
AND 2 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING WITHIN AND UNDER THAT
PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET MEASURED VERTICALLY FROM
THE SURFACE OF SAID LAND, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE
OF SAID LAND NOR INTO THAT PORTION OF THE SUBSURFACE THEREOF LYING ABOVE A DEPTH
OF 500 FEET MEASURED VERTICALLY FROM SAID SURFACE.

PARCEL B:

LOT 162 OF TRACT NO. 3507-3, IN THE CITY OF THOUSAND OAKS, AS PER MAP RECORDED
IN BOOK 96, PAGES 77 THROUGH 85, INCLUSIVE, OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.

EXCEPT ALL OIL, GAS AND OTHER HYDROCARBON SUBSTANCES LYING WITHIN AND UNDER THAT
PORTION OF SAID LAND LYING BELOW A DEPTH OF 500 FEET MEASURED VERTICALLY FROM
THE SURFACE OF SAID LAND, WITHOUT, HOWEVER, ANY RIGHT TO ENTER UPON THE SURFACE
OF SAID LAND NOR INTO THAT PORTION OF THE SUBSURFACE THEREOF, LYING ABOVE A
DEPTH OF 500 FEET MEASURED VERTICALLY FROM SAID SURFACE.

PARCEL C:

THOSE INTEREST RETAINED FOR INGRESS AND EGRESS AND SPECIFICALLY DESCRIBED AS
STRIPS "A', "B" AND "C" AS CONTAINED IN THAT CERTAIN MAP FILED MAY 21, 1990, IN
BOOK 50, PAGE 1 AND 2 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.



                                   SCHEDULE B

                                                      Policy No: 31006316A - X14

                            EXCEPTIONS FROM COVERAGE

     This Policy does not insure against loss or damage (and the Company will
     not pay costs, attorneys' fees or expenses) which arise by reason of;

A    1.   PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY
          ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2003-2004

          1ST INSTALLMENT:          $9,619.04 (PAID)
          2ND INSTALLMENT:          $9,619.04
          PENALTY AND COST:         $971.90 (DUE AFTER APRIL 10)
          HOMEOWNERS
            EXEMPTION:              $NONE
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-035

          AFFECTS:                   PARCEL 3


B    2.   PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY
          ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2003-2004

          1ST INSTALLMENT:          $7,044.15 (PAID)
          2ND INSTALLMENT:          $7,044.15
          PENALTY AND COST:         $714.41 (DUE AFTER APRIL 10)
          HOMEOWNERS
            EXEMPTION:              $NONE
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-045

          AFFECTS:                   PARCEL 4


C    3.   PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY
          ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2003-2004

          1ST INSTALLMENT:          $14,724.43 (PAID)
          2ND INSTALLMENT:          $14,724.43
          PENALTY AND COST:         $1,482.44 (DUE AFTER APRIL 10)
          HOMEOWNERS
            EXEMPTION:              $NONE
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-055

          AFFECTS:                   PARCEL 5


D    4.   SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 2002-2003, ASSESSED
          PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75)
          OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA.



Policy No:  31006316A - X14
Page 1

                                   SCHEDULE B
                                   (CONTINUED)

          1ST INSTALLMENT:          $38.63 (PAID)
          2ND INSTALLMENT:          $38.63
          PENALTY:                  $13.86
          DELINQUENT:                APRIL 12, 2004
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-055

          AFFECTS:                   PARCEL 5


E    5.   SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 2002-2003, ASSESSED
          PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75)
          OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA.

          1ST INSTALLMENT:          $123.08 (PAID)
          2ND INSTALLMENT:          $123.08
          PENALTY:                  $22.30
          DELINQUENT:                APRIL 12, 2004
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-055

          AFFECTS:                   PARCEL 5


F    6.   PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY
          ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2003-2004

          1ST INSTALLMENT:          $25,508.33 (PAID)
          2ND INSTALLMENT:          $25,508.33
          PENALTY AND COST:         $2,560.83 (DUE AFTER APRIL 10)
          HOMEOWNERS
            EXEMPTION:              $NONE
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-065

          AFFECTS:                   PARCEL 6


G    7.   PROPERTY TAXES, INCLUDING ANY PERSONAL PROPERTY TAXES AND ANY
          ASSESSMENTS COLLECTED WITH TAXES, FOR THE FISCAL YEAR 2003-2004

          1ST INSTALLMENT:          $8,813.70 (PAID)
          2ND INSTALLMENT:          $8,813.70
          PENALTY AND COST:         $891.37 (DUE AFTER APRIL 10)
          HOMEOWNERS
            EXEMPTION:              $NONE
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-075



Policy No:  31006316A - X14
Page 2

                                   SCHEDULE B
                                   (CONTINUED)

          AFFECTS:                   LOT 162


H    8.   SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 2001-2002, ASSESSED
          PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75)
          OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA.

          1ST INSTALLMENT:          $1,398.66 (PAID)
          2ND INSTALLMENT:          $1,398.66
          PENALTY:                  $149.86
          DELINQUENT:                APRIL 12, 2004
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-075

          AFFECTS:                   LOT 162


I    9.   SUPPLEMENTAL OR ESCAPED TAXES FOR THE FISCAL YEAR 2002-2003, ASSESSED
          PURSUANT TO THE PROVISIONS OF CHAPTER 3.5 (COMMENCING WITH SECTION 75)
          OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA.

          1ST INSTALLMENT:          $8,356.40 (PAID)
          2ND INSTALLMENT:          $8,356.40
          PENALTY:                  $845.64
          DELINQUENT:                APRIL 12, 2004
          CODE AREA:                 008106
          ASSESSMENT NO:             689-470-075

          AFFECTS:                   LOT 162


J    10.  THE LIEN OF SUPPLEMENTAL OR ESCAPED ASSESSMENTS OF PROPERTY TAXES, IF
          ANY, MADE PURSUANT TO THE PROVISIONS OF PART 0.5, CHAPTER 3.5 OR PART
          2, CHAPTER 3, ARTICLES 3 AND 4 RESPECTIVELY (COMMENCING WITH SECTION
          75) OF THE REVENUE AND TAXATION CODE OF THE STATE OF CALIFORNIA AS A
          RESULT OF THE TRANSFER OF TITLE TO THE VESTEE NAMED IN SCHEDULE A; OR
          AS A RESULT OF CHANGES IN OWNERSHIP OR NEW CONSTRUCTION OCCURRING
          PRIOR TO DATE OF POLICY.

K    11.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SET FORTH IN A DOCUMENT

          GRANTED TO:         SOUTHERN CALIFORNIA EDISON COMPANY
          PURPOSE:            ELECTRIC LINES, CONSISTING OF ONE OR MORE LINES OF
                              STEEL TOWERS OR STEEL POLES OR BOTH AND WIRES,
                              CABLES, INCLUDING GROUND WIRES, BOTH OVERHEAD AND
                              UNDERGROUND FOR THE PURPOSE OF TRANSMITTING,
                              DISTRIBUTING, REGULATING AND CONTROLLING ELECTRIC
                              ENERGY TO BE USED



Policy No:  31006316A - X14
Page 3

                                   SCHEDULE B
                                   (CONTINUED)

                              FOR LIGHT, HEAT, POWER, COMMUNICATION AND/OR OTHER
                              PURPOSES, TOGETHER WITH THE EASEMENT AND RIGHT OF
                              WAY FOR INGRESS AND EGRESS
          RECORDED:           OCTOBER 7, 1965 IN BOOK 2875, PAGE 230, OFFICIAL
                              RECORDS
          AFFECTS:            A PORTION OF SAID LAND

L         RESTRICTIONS ON THE USE, BY THE OWNERS OF SAID LAND, OF THE EASEMENT
          AREA AS SET OUT IN SAID DOCUMENT.

M    12.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SET FORTH IN A DOCUMENT

          GRANTED TO:         AMERICAN-HAWAIIAN PROPERTIES, INC., A DELAWARE
                              CORPORATION (NO REPRESENTATION IS MADE AS TO THE
                              PRESENT OWNERSHIP OF SAID EASEMENT)
          PURPOSE:            TO CONSTRUCT, INSTALL, USE, MAINTAIN, ALTER, ADD
                              TO, REPAIR, REPLACE, REMOVE AND OTHERWISE OPERATE
                              A COMMUNITY ANTENNA TELEVISION SYSTEM
          RECORDED:           JUNE 9, 1966 IN BOOK 2999, PAGE 398 OF OFFICIAL
                              RECORDS
          AFFECTS:            A PORTION OF SAID LAND

N         SAID INSTRUMENT, AMONG OTHER THINGS, PROVIDES AT SUCH TIME THAT A
          FINAL TRACT MAP IS RECORDED WITH RESPECT TO ALL OR ANY PORTION OF SAID
          PROPERTY (SAID PROPERTY INCLUDED WITHIN ANY SUCH FINAL TRACT MAP BEING
          HEREINAFTER CALLED THE "SUBDIVISION PROPERTY"), THE EXCLUSIVE EASEMENT
          DESCRIBED ABOVE SHALL THEN BE RESTRICTED AND LOCATED IN THE
          SUBDIVISION PROPERTY WITHIN THE BOUNDARIES OF ALL DEDICATED OR PRIVATE
          STREET, AREAS DESIGNATED AS OR COVERED BY UTILITY OR PUBLIC UTILITY
          LICENSES OF EASEMENTS, AND ANY OTHER PUBLIC EASEMENTS OF ANY NATURE
          WHATSOEVER, AS SUCH IS SHOWN ON SAID FINAL RECORDED TRACT MAP.

O    13.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SET FORTH IN A DOCUMENT

          GRANTED TO:         CALLEGUAS MUNICIPAL WATER DISTRICT
          PURPOSE:            WATER LINES
          RECORDED:           SEPTEMBER 2, 1971 IN BOOK 3858, PAGE 707 OF
                              OFFICIAL RECORDS
          AFFECTS:            THE NORTHWESTERLY PORTION OF PARCEL 6

P    14.  THE FOLLOWING MATTERS AFFECTING LOT 162 DISCLOSED OR CREATED BY
          MAP OF TRACT 3507-3 RECORDED IN BOOK 96, PAGE 77-85:

          A)   EASEMENT FOR OPEN SPACE INCLUDING PROVISION PROVIDING FOR "THE
               RIGHT TO PROHIBIT THE CONSTRUCTION OF ANY RESIDENTIAL BUILDINGS
               OVER SAID LOT 162".



Policy No.  31006316A - X14
Page  4

                                   SCHEDULE B
                                   (CONTINUED)

          B)   PROPOSED EASEMENT TO SOUTHERN CALIFORNIA EDISON COMPANY
          C)   THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE
               RIGHTS OF ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID
               LAND, SUCH RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID
               TRACT.

               AFFECTS:   LOT 162 ABUTTING LINDERO CANYON ROAD

Q    15.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SET FORTH IN A DOCUMENT

          GRANTED TO:         SOUTHERN CALIFORNIA EDISON COMPANY
          PURPOSE:            ELECTRICAL SYSTEMS AND COMMUNICATION SYSTEMS BOTH
                              OVERHEAD AND UNDERGROUND, FOR CONVEYING ELECTRIC
                              ENERGY
          RECORDED:           OCTOBER 17, 1983 AS DOCUMENT NO. 117862, OFFICIAL
                              RECORDS
          AFFECTS:            PORTION OF LOT 162


R    16.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS RESERVED IN A DOCUMENT

          PURPOSE:            INSTALLATION OF LANDSCAPING AND AN ENTRANCE
                              MONUMENT, TOGETHER WITH IRRIGATION SYSTEM AND
                              APPURTENANT EQUIPMENT AND FACILITIES, INCLUDING
                              THE RIGHT OF INGRESS THERETO AND EGRESS THEREFROM
                              TO MAINTAIN, REPAIR AND REPLACE SUCH LANDSCAPING,
                              IRRIGATION SYSTEM, ENTRANCE MONUMENT AND
                              APPURTENANT EQUIPMENT AND FACILITIES
          RECORDED:           SEPTEMBER 4, 1987, AS DOCUMENT NO. 87-144083,
                              OFFICIAL RECORDS
          AFFECTS:            A STRIP OF LAND 20 FEET WIDE OVER A PORTION OF
                              PARCELS 3 AND 4 AND THAT PORTION OF LOT 162
                              DESIGNATED ON THE MAP OF SAID LOT AS "PROPOSED
                              EDISON EASEMENT"


S    17.  COVENANTS, CONDITIONS AND RESTRICTIONS (BUT OMITTING THEREFROM ANY
          COVENANT OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP,
          FAMILIAL STATUS, OR NATIONAL ORIGIN, IF ANY, UNLESS AND ONLY TO THE
          EXTENT THAT SAID COVENANT (A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607
          OF THE UNITED STATES CODE OR (B) RELATES TO HANDICAP BUT DOES NOT
          DISCRIMINATE AGAINST HANDICAPPED PERSONS) AS SET FORTH IN THE DOCUMENT

          RECORDED:           SEPTEMBER 4, 1987 AS DOCUMENT NO. 87-144083,
                              OFFICIAL RECORDS

T         AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

          AN EASEMENT OVER THE PORTION OF SAID LAND AND FOR THE PURPOSES THEREIN
          SHOWN, AND RIGHTS INCIDENTAL THERETO



Policy No.  31006316A - X14
Page  5

                                   SCHEDULE B
                                   (CONTINUED)

          FOR:                IN THE EVENT LOTS 161 AND 162 OR ANY PORTION
                              THEREOF ARE INCLUDED WITHIN A LANDSCAPE AND
                              RELATED IMPROVEMENTS DISTRICT WHEREBY THE CITY OF
                              THOUSAND OAKS ASSUMES RESPONSIBILITY THEN SUCH
                              LOTS, PORTIONS THEREOF OR EASEMENTS THEREON SHALL
                              BE CONVEYED TO THE CITY.
          AFFECTS:            LOT 162


U    18.  THE MATTERS CONTAINED IN A COVENANT AND AGREEMENT DATED OCTOBER 17,
          1989, EXECUTED BY AND BETWEEN EL PASEO ASSOCIATES, A CALIFORNIA
          GENERAL PARTNERSHIP AND THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, A
          NEW JERSEY CORPORATION AND RECORDED DECEMBER 8, 1989 AS DOCUMENT NO.
          89-195379 OF OFFICIAL RECORDS.

V    19.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SHOWN OR AS OFFERED FOR DEDICATION ON THE RECORDED MAP SHOWN BELOW.

          MAP OF:             PARCEL MAP LD-591
          RECORDED:            FILED IN BOOK 50, PAGES 1 AND 2 OF PARCEL MAPS
          EASEMENT
            PURPOSE:          PROPOSED COMMON DRIVEWAY
          AFFECTS:            PORTIONS OF PARCELS 3, 4, 5 & 6

W    20.  THE PROVISIONS CONTAINED ON THE DEDICATION SHEET OF THE RECORDED MAP
          SHOWN BELOW:

          MAP OF:             LD-591 FILED IN BOOK 50, PAGES 1 AND 2 OF PARCEL
                              MAPS
          PROVISIONS:         "THIS MAP IS SUBJECT TO CONDITIONS, ORDINANCES,
                              REGULATIONS, STANDARDS AND POLICIES WHICH HAVE
                              BEEN IMPOSED AS A CONDITION OF APPROVAL OF THE
                              MAP. PLEASE REFER TO CITY OF THOUSAND OAKS
                              PLANNING COMMISSION RESOLUTION NO. 36-89."

X    21.  THE FACT THAT THE OWNERSHIP OF SAID LAND DOES NOT INCLUDE RIGHTS OF
          ACCESS TO OR FROM THE STREET OR HIGHWAY ABUTTING SAID LAND, SUCH
          RIGHTS HAVING BEEN RELINQUISHED BY THE MAP OF SAID TRACT.

          AFFECTS:            THE SOUTHERLY AND SOUTHWESTERLY LINE OF PARCELS 1,
                              2, 5 AND 6 ABUTTING LAKEVIEW CANYON ROAD EXCEPTING
                              THEREFROM STRIPS "A" AND "B". THE WESTERLY AND
                              NORTHWESTERLY LINE OF PARCEL 6 ABUTTING FALLING
                              STAR AVENUE.
                              THE NORTHERLY LINE OF PARCELS 3, 4 AND 6 ABUTTING
                              KANAN ROAD EXCEPTING THEREFROM STRIP "C".

Y    22.  COVENANTS, CONDITIONS AND RESTRICTIONS (BUT OMITTING THEREFROM ANY
          COVENANT



Policy No.  31006316A - X14
Page  6

                                   SCHEDULE B
                                   (CONTINUED)

          OR RESTRICTION BASED ON RACE, COLOR, RELIGION, SEX, HANDICAP, FAMILIAL
          STATUS, OR NATIONAL ORIGIN, IF ANY, UNLESS AND ONLY TO THE EXTENT THAT
          SAID COVENANT (A) IS EXEMPT UNDER CHAPTER 42, SECTION 3607 OF THE
          UNITED STATES CODE OR (B) RELATES TO HANDICAP BUT DOES NOT
          DISCRIMINATE AGAINST HANDICAPPED PERSONS) AS SET FORTH IN THE DOCUMENT

          RECORDED:           MAY 21, 1990 AS DOCUMENT NO. 90-075999 OF OFFICIAL
                              RECORDS


Z         SAID COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDE THAT A VIOLATION
          THEREOF SHALL NOT DEFEAT THE LIEN OF ANY MORTGAGE OR DEED OF TRUST
          MADE IN GOOD FAITH AND FOR VALUE.

AA        AMONG OTHER THINGS, SAID DOCUMENT PROVIDES:

          PAYMENT BY OWNERS AND TENANTS OF PARCELS IN THE PROJECT THEIR PRO RATA
          SHARE OF THE COMMON AREA EXPENSES AT THEREIN SET FORTH. SAID DOCUMENT
          ALSO PROVIDES THAT IF ANY OWNER FAILS TO PAY ANY PROPERTY TAX OR
          ASSESSMENT AND IF THE FAILURE TO MAKE SUCH PAYMENT WOULD MATERIALLY OR
          ADVERSELY AFFECT ANY OTHER OWNERS PARCEL OR RIGHTS IN THE COMMON AREA,
          SUCH OWNER SHALL HAVE THE RIGHT TO APY SUCH TAX LIEN AND SHALL HAVE A
          LIEN ON THE NON-PAYING OWNERS PARCEL FOR THE AMOUNT PAID AS THEREIN
          SET FORTH. ANY SUCH LIEN SHALL BE SUBORDINATE TO AND SHALL IN NO WAY
          IMPAIR THE LIEN OR CHARGE OF ANY BONA FIDE FIRST MORTGAGE OR FIRST
          DEED OF TRUST UPON THE SAME OR ANY PART THEREOF AT ANY TIME GIVEN OR
          MADE. SAID DOCUMENT ALSO PROVIDES FOR VARIOUS EASEMENTS AS THEREIN SET
          FORTH.

AB   23.  AN EASEMENT FOR THE PURPOSE SHOWN BELOW AND RIGHTS INCIDENTAL THERETO
          AS SET FORTH IN A DOCUMENT

          GRANTED TO:         CALIFORNIA WATER SERVICE COMPANY
          PURPOSE:            PIPELINES, INGRESS AND EGRESS
          RECORDED:           JANUARY 27, 1992 AS DOCUMENT NO. 92-013200,
                              OFFICIAL RECORDS
          AFFECTS:            A PORTION OF PARCELS 4, 5 AND 6


AC   24.  INTENTIONALLY OMITTED.

AD   25.  INTENTIONALLY OMITTED.

AE   26.  INTENTIONALLY OMITTED.

AF   27.  EASEMENT IN FAVOR OF THE WORLD SAVINGS BANK, FSB RECORDED
          FEBRUARY 26, 1996 AS DOCUMENT NO. 96-021872.

AG   28.  INTENTIONALLY OMITTED.

AH   29.  INTENTIONALLY OMITTED.

AI   30.  INTENTIONALLY OMITTED.



Policy No.  31006316A - X14
Page  7

                                   SCHEDULE B
                                   (CONTINUED)

AJ   31.  INTENTIONALLY OMITTED.

AK   32.  INTENTIONALLY OMITTED.

AL   33.  INTENTIONALLY OMITTED.

AM   34.  INTENTIONALLY OMITTED.

AN   35.  INTENTIONALLY OMITTED.

AO   36.  INTENTIONALLY OMITTED.

AP   37.  INTENTIONALLY OMITTED.

AQ   38.  INTENTIONALLY OMITTED.

AR   39.  INTENTIONALLY OMITTED.

AS   40.  INTENTIONALLY OMITTED.

AT   41.  INTENTIONALLY OMITTED.

AU   42.  INTENTIONALLY OMITTED.

AV   43.  INTENTIONALLY OMITTED.

AW   44.  WATER RIGHTS, CLAIMS OR TITLE TO WATER, WHETHER OR NOT SHOWN BY THE
          PUBLIC RECORDS.

AX   45.  ANY EASEMENTS NOT DISCLOSED BY THOSE PUBLIC RECORDS WHICH IMPART
          CONSTRUCTIVE NOTICE AND WHICH ARE NOT VISIBLE AND APPARENT FROM AN
          INSPECTION OF THE SURFACE OF SAID LAND.

AY   46.  INTENTIONALLY OMITTED.

AZ   47.  INTENTIONALLY OMITTED.

BA   48.  ANY RIGHTS, INTERESTS, OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF
          THE FOLLOWING FACTS SHOWN ON A SURVEY PLAT ENTITLED "JOB NO. 03-848B",
          DATED DECEMBER 15, 2003 PREPARED BY CHRIS NELSON & ASSOCIATES:

          A)   PLANTERS LOCATED ALONG THE NORTHEASTERLY BOUNDARY OF
               SUBJECT PROPERTY EXTEND ONTO THE PUBLIC RIGHT-OF-WAY FOR KANAN
               DUME ROAD.
          B)   ELECTRIC UTILITIES, FIRE HYDRANTS AND MANHOLES ARE SITUATED IN
               VARIOUS LOCATIONS ON SUBJECT PROPERTY.

BB   49.  AN UNRECORDED LEASE WITH CERTAIN TERMS, COVENANTS, CONDITIONS, AND
          PROVISIONS AS SET FORTH THEREIN, AS DISCLOSED BY INSPECTION AND/OR
          INVESTIGATION.



Policy No.  31006316A - X14
Page  8

                                   SCHEDULE B
                                   (CONTINUED)

               LESSEE:        A) RUSTICO RESTAURANT
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A1
                              B) SUSHI TEI
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A1B
                              C) WE FRAME IT TOO
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A2
                              D) KAYS NAILS
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A3
                              E) STATE FARM
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A4
                              F) TAE KWON DO
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A5
                              G) TREASURED MEMORIES
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A7
                              H) TOTAL BODY FITNESS
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A8
                              I) SETA'S ALTERATIONS
                              AFFECTS:  1125 LINDERO CANYON ROAD, SUITE A11

                              NOTE:   THE ABOVE A - I AFFECT PARCEL 5

                              J) BANK OF AMERICA
                              AFFECTS:  1155 LINDERO CANYON ROAD
                              K) PRUDENTIAL
                              AFFECTS:  1155 LINDERO CANYON ROAD

                              NOTE:   THE ABOVE J THROUGH K AFFECTS PARCEL 3

                              L) MALIBU GYMNASTICS
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE C1
                              M) HALLMARK
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE C2
                              N) DANCE TRENDS
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D1
                              O) CLEANERS
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D2
                              P) COOKIES BY DESIGN
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D3
                              Q) WALTON PORTRAITS
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D4
                              R) SUDORE PILATES
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D7
                              S) ILENE'S BOUTIQUE
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D8
                              T) SAVVY KIDS
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D10
                              U) THAI RANCH
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D11
                              V) LAMPOST PIZZA
                              AFFECTS:  1145 LINDERO CANYON ROAD, SUITE D12



Policy No.  31006316A - X14
Page  9

                                   SCHEDULE B
                                   (CONTINUED)

                              NOTE:   THE ABOVE L THROUGH V AFFECT PARCEL 6

                              W) SAVVY SALON & SPA, SAVVY KIDS
                              AFFECTS:  1165 LINDERO CANYON ROAD

                              NOTE:   THE ABOVE W AFFECTS PARCEL 4


         AUTHORIZED SIGNATORY
                             --------------------------------------------



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO. 31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


          The Company hereby insures the insured against loss or damage which
the insured shall sustain by reason of the failure of the land to be the same as
that delineated on the plat of a survey made by CHRIS NELSON & ASSOCIATES


on DECEMBER 15, 2003     , designated Job No. 03-848B           , a copy of
which is attached hereto and made a part hereof.


          This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does it increase
the face amount thereof.


Dated:


                                    CHICAGO TITLE INSURANCE COMPANY


                                    By:                 SAMPLE FORM
                                    -------------------------------
                                           Authorized Signatory

                                    CLTA Form 116.1
                                    ALTA or CLTA - Owner



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO. 31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


          The Company hereby insures the insured against loss which the insured
shall sustain by reason of the failure of the land described in Schedule A to
constitute a lawfully created parcel according to the Subdivision Map Act
(Section 66410, et seq., of the California Government Code) and local ordinances
adopted pursuant thereto.


          This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does it increase
the face amount thereof.


Dated:-


                                    CHICAGO TITLE INSURANCE COMPANY


                                    By:                SAMPLE FORM
                                        --------------------------

                                              CLTA Form 116.7



                                   ENDORSEMENT

                        Attached to and forming a part of

                            POLICY NO. 31006316A X14

                                    ISSUED BY

                         CHICAGO TITLE INSURANCE COMPANY

The Company hereby insures the insured against loss or damage which the insured
shall sustain by reason of any inaccuracies in the following assurance:

Water, gas, electric, sanitary sewer and telephone exist either over, under or
upon public rights of way directly adjacent to the land described in Schedule A,
or over, under, upon an easement (not terminable by the grantor thereof or by
his heirs, personal representatives, successors or assigns) for the benefit of
said land that connects to public rights of way.

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and of any prior endorsements thereto. Except to the
extent expressly stated it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the face amount
thereof.

  Dated:   -

                                    CHICAGO TITLE INSURANCE COMPANY

                                    By:          SAMPLE FORM
                                    ------------------------
                                        Authorized Signatory



CTI ENDORSEMENT FORM
ALTA - Lender
(Special Utilities Endorsement)



                                  ENDORSEMENT

                       Attached to and forming a part of


                           POLICY NO.  31006316A X14

                                    ISSUED BY

                         CHICAGO TITLE INSURANCE COMPANY


     The Company hereby insures the insured against loss or damage which the
insured shall sustain by reason of the failure of the land described in
Schedule A to be contiguous parcels.


     This endorsement is made a part of the policy and is subject to all of the
terms and provisions thereof and of any prior endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount
thereof.

Dated: -


                                    CHICAGO TITLE INSURANCE COMPANY


                                    By:                 SAMPLE FORM
                                    -------------------------------
                                        Authorized Signatory

                                    CLTA Form 116.4



                                   ENDORSEMENT

                        Attached to and forming a part of


                           POLICY NO.    31006316A X14

                                    ISSUED BY

                         CHICAGO TITLE INSURANCE COMPANY


The Policy is hereby amended by deleting paragraph(s)  4
OF EXCLUSIONS FROM COVERAGE


This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and of any prior endorsements thereto. Except to the
extent expressly stated, it neither modifies any of the terms and provisions of
the policy and any prior endorsements, nor does it extend the effective date of
the policy and any prior endorsements, nor does it increase the face amount
thereof.


Dated:



                                    CHICAGO TITLE INSURANCE COMPANY


                                    By:                 SAMPLE FORM
                                    -------------------------------
                                            Authorized Signatory

                                    CLTA Form 110.1 (Rev.9-10-93)
                                    ALTA or CLTA - Owner or Lender


                                   ENDORSEMENT

                        Attached to and forming a part of

                          POLICY NO.  31006316A - X14

                                    ISSUED BY

                         CHICAGO TITLE INSURANCE COMPANY


          The Policy is hereby amended by deleting PARAGRAPH 14 OF CONDITIONS
AND STIPULATIONS


          This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does it increase
the face amount thereof.


Dated:

                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                    SAMPLE FORM
                                     ----------------------------------
                                              Authorized Signatory
                                     CLTA Form 110.1(modified)
                                     ALTA or CLTA - Owner or Lender



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO.  31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY

     The insurance afforded by this endorsement is only effective if the land is
used or is to be used primarily for Commercial purposes.

     The Company insures the Insured against loss or damage sustained by reason
of:

          (a) any environmental protection lien which, at Date of Policy, is
recorded in those records established under state statutes at Date of Policy for
the purpose of imparting constructive notice of matters relating to real
property to purchasers for value and without knowledge, or filed in the records
of the clerk of the United States district court for the district in which the
land is located, except as set forth in Schedule B; or

          (b) any environmental protection lien provided for by any state
statute in effect at Date of Policy, except environmental protection liens
provided for by the following state statutes:

NONE

     This endorsement is made a part of the policy and is subject to all of the
terms and provisions thereof and of any prior endorsements thereto. Except to
the extent expressly stated, it neither modifies any of the terms and provisions
of the policy and any prior endorsements, nor does it extend the effective date
of the policy and any prior endorsements, nor does it increase the face amount
thereof.

Dated: ~


                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                      SAMPLE FORM
                                        --------------------------------


                                     CLTA Form 110.9



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO.  31006316A  X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


          The Company hereby insures the insured against loss or damage by
reason of any inaccuracy in the following assurance: The land referred to as
Parcel ~ in Schedule A herein is completely covered by tax identification
numbers:



          IDENTIFICATION NO:         AFFECTS:
                                  
          689-470-035                PARCEL 3
          689-470-045                PARCEL 4
          689-470-055                PARCEL 5
          689-470-065                PARCEL 6
          689-470-075                LOT 162


          The above mentioned tax identification numbers do not include any
          other land, the company hereby insures the Insured against loss which
          said insured shall sustain in the event said assurances herein shall
          prove to be incorrect.

          This endorsement is made a part of policy and is subject to all of the
          terms and provisions thereof and of any prior endorsements thereto.
          Except to the extent expressly stated, it neither modifies any of the
          terms and provisions of the policy and any prior endorsements, nor
          does it extend the effective date of the policy and any prior
          endorsements, nor does it increase the face amount thereof.

          Dated: ~


                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                   SAMPLE FORM
                                        -------------------------------

                                     TAX PARCEL ENDORSEMENT



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO.  31006316A  X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


The Company hereby insures the insured against loss or damage sustained by
reason of:

1. The existence at Date of Policy of any of the following unless Schedule B
expressly excepts the same:

(a) Present violations on the land of any enforceable covenants, conditions or
restrictions, and any existing improvements on the land which violate any
building setback lines shown on a plat of subdivision recorded or filed in the
public records.

(b) Any instrument referred to in Schedule B as containing covenants, conditions
or restrictions on the land, which, in addition, (i) establishes an easement on
the land; (ii) provides for an option to purchase, a right of first refusal or
the prior approval of a future purchaser or occupant; (iii) provides a right of
reentry, possibility of reverter of right of forfeiture because of violations on
the land of any enforceable covenants, conditions or restrictions.

(c) Any encroachment of existing improvements located on the land onto adjoining
land, or any encroachment onto the land of existing improvements located on
adjoining land.

(d) Any encroachment of existing improvements located on the land onto that
portion of the land subject to any easement excepted in Schedule B.

(e) Any notices of violation of covenants, conditions and restrictions relating
to environmental protection recorded or filed in the public records.

 2. Damage to existing buildings:

(a) which are located on or encroach upon that portion of the land subject to
any easement excepted in Schedule B, which damage results from the exercise of
the right to maintain the easement for the purpose for which it was granted or
reserved;

(b) resulting from the future exercise of any right exisiting the Date of Policy
to use the surface of the land for the extraction or development of minerals
excepted from the description of the land or excepted in Schedule B.

3. Any final court order or judgment requiring the removal from any land
adjoining the land of any encroachment, other than fences, landscaping or
driveways, excepted in Schedule B.

4. Any final court order or judgment denying the right to maintain any existing
improvements on the land because of any violation of covenants, conditions or
restrictions or building setback lines shown on a plat of subdivision recorded
or filed in the public records.

Wherever in this endorsement the words "covenants, conditions or restrictions"
appear,

                                    CONTINUED



    ENDORSEMENT CONTINUED
    PAGE 2

they shall not be deemed to refer to or include the terms, covenants, conditions
or limitations contained in an instrument creating a lease.

As used in paragraphs 1(a), the words "covenants, conditions or restrictions"
shall not be deemed to refer to or include any covenants, conditions or
restrictions relating to environmental protection.

This endorsement is made a part of the policy and is subject to all of the terms
and provisions thereof and any prior endorsements thereto. Except to the extent
expressly stated, it neither modifies any of the terms and provisions of the
policy and any prior endorsements, nor does it extend the effective date of the
policy and any prior endorsements, nor does it increase the face amount thereof.

Dated: ~


                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                    SAMPLE FORM
                                        -------------------------------



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO.  31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


          The Company hereby insures the insured against loss or damage which
the insured shall sustain by reason of the failure of the land to access and
abut upon a physically open street known as

          KANAN ROAD, LAKEVIEW CANYON ROAD AND LINDERO CANYON ROAD


          This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does in increase
the face amount thereof.

Dated: ~


                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                    SAMPLE FORM
                                        -------------------------------

                                     CLTA Form 103.7



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO. 31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY


          General exception numbers 1, 2, 3, 4 and 5 of Schedule B of this
Policy are hereby deleted.

          This endorsement is made a part of the policy and is subject to all of
the terms and provisions thereof and of any prior endorsements thereto. Except
to the extent expressly stated, it neither modifies any of the terms and
provisions of the policy and any prior endorsements, nor does it extend the
effective date of the policy and any prior endorsements, nor does it increase
the face amount thereof.


Dated: ~


                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                    SAMPLE FORM
                                        -------------------------------


                                     POLICY MODIFICATION ENDORSEMENT 4



                                   ENDORSEMENT

                        Attached to and forming a part of


                            POLICY NO. 31006316A X14

                                    ISSUED BY
                         CHICAGO TITLE INSURANCE COMPANY

1.    The Company insures the Insured against loss or damage sustained by reason
      of any incorrectness in the assurance that, at Date of Policy:
      (a)   According to applicable zoning ordinances and amendments thereto,
            the land is not classified zone
            C2

      (b)   The following use or uses are allowed under that classification:
            SHOPPING CENTER OR MAJOR MALL

            and there shall be no liability under this paragraph 1(b) if the use
            or uses are not allowed as the result of any lack of compliance with
            any conditions, restrictions, or requirements contained in the
            zoning ordinances and amendments thereto mentioned above, including
            but not limited to secure necessary consents or authorizations as a
            prerequisite to the use or uses:

2.    The Company further insures the Insured against loss or damage arising
      from a final decree of a court of competent jurisdiction

      (a)   prohibiting the use of the land, with any structure presently
            located thereon, as specified in Paragraph 1(b); or

      (b)   requiring the removal or alteration of the structure on the basis
            that, at Date of Policy, the ordinances and amendments thereto have
            been violated with respect to any of the following matters:

            (i)   Area, width or depth of the land as a building site for the
                  structure;

            (ii)  Floor space area of the structure;

            (iii) Setback of the structure from the property lines of the land,
                  or

            (iv)  Height of the structure.

            (v)   Number of parking spaces.

            (vi)  Location of Loading Docks.

      There shall be no liability under this endorsement based on:

(a)   The invalidity of the ordinances and amendments thereto mentioned until
      after a final decree of a court of competent jurisdiction adjudicating the
      invalidity, the effects of which is to prohibit the use or uses.

                                    CONTINUED



      ENDORSEMENT CONTINUED
      PAGE 2

(b)   The refusal of any person to purchase, lease or lend money on the estate
      or interest by this policy.

      This endorsement is made a part of the policy and is subject to all of the
      terms and provisions thereof and of any prior endorsements thereto. Except
      to the extent expressly stated, it neither modifies any of the terms and
      provisions of the policy and any prior endorsements, nor does it extend
      the effective date of the policy and any prior endorsements, nor does it
      increase the face amount thereof.

      Dated: ~

                                     CHICAGO TITLE INSURANCE COMPANY


                                     By:                             SAMPLE FORM
                                        ----------------------------------------

                                     CLTA Form 123.2



                                    Exhibit B

January ______, 2004


KPMG LLP
KPMG Plaza
303 East Wacker Drive
Chicago, IL 60601

Ladies and Gentlemen:

We, as the owner and Seller (herein so called) of the North Ranch Pavilions (the
"Property") are confirming our understanding that your audit of the Historical
Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of
the North Ranch Pavilions for the years ended DECEMBER 31, 2002 AND DECEMBER 31,
2003, during our period of ownership will be made for the purpose of expressing
an opinion to your client, Inland Western Thousand Oaks, L.L.C., as to whether
the Historical Summary presents fairly, in all material respects, the gross
income and direct operating expenses in conformity with the CASH OR ACCRUAL
basis of accounting. In connection with your audit, we confirm, to our actual
knowledge without additional investigation or inquiry, the following
representations are made as to the audit:


1.   We will make available to you:

     a)   All financial records and related data for the Property reasonably
          requested by you in our possession.

2.   There have been no:

     a)   Instances of fraud involving any member of management or employees who
          have significant roles in internal control, nor are we aware of
          instances of fraud by others.

     b)   Communications from regulatory agencies concerning non-compliance
          with, or deficiencies in, financial reporting practices received by
          the undersigned that could reasonably be expected to have a material
          effect on the Historical Summary.

     c)   Violations or possible violations of laws or regulations for which we
          have received actual notices, the effects of which should be
          considered for disclosure in the Historical Summary or as a basis for
          recording the loss contingency, nor are we aware of any violations of
          laws or regulations that to our actual knowledge would have an adverse
          impact upon the materials delivered to you.

     d)   Nor are we aware of any entries in the minutes of any applicable board
          or summary of recent meetings for which minutes have not yet been
          prepared which conflict with the financial records provided or the
          statements made herein.

3.   There are no:

     a)   Material transactions that have not been properly recorded in the
          accounting records underlying the Historical Summary.

     b)   Events that have occurred subsequent to the balance sheet date and
          through the date of this latter that would require adjustment to or
          disclosure in the Historical Summary.

     c)   Uninsured claims, asserted claims, material liabilities or loss
          contingencies that we believe should have been recorded in the
          financial statements that have not been recorded.



4.   We have received no notices indicating that the Property has failed to
     comply with all aspects of the contractual agreements that would have a
     material effect on the Historical Summary in the event of noncompliance.

5.   All income from operating leases is included as gross income in the
     Historical Summary. No other forms of revenue are included in the
     Historical Summary.

6.   Terms such as "to our knowledge," "to the best of our knowledge", "to our
     actual knowledge" or like phrases mean the actual present and conscious
     awareness or knowledge of Michael Wenaas ("Seller's Representative"),
     without any duty of inquiry or investigation; provided that so qualifying
     Seller's knowledge shall in no event give rise to any personal liability on
     the part of Seller's Representative, or any of them, or any other officer
     or employee of Seller, on account of any breach of any representation or
     warranty made by Seller herein. Said terms do not include constructive
     knowledge, imputed knowledge, or knowledge Seller or such persons do not
     have but could have obtained through further investigation or inquiry.

Further, we confirm that to our knowledge the financial records do not fail to
disclose any material factors for the Historical Summary.


Very Truly Yours,

CH REALTY II/NORTH RANCH, L.P.,
a Delaware limited partnership

By:      CH Realty II/Retail GP, L.L.C.,
         a Delaware limited liability company,
         its General Partner

         By:      Crow Holdings Managers, L.L.C.,
                  a Texas limited liability company,
                  its Manager


                  By:
                     -------------------------------------
                  Name:
                       -----------------------------------
                  Title:
                        ----------------------------------



                                    Exhibit C

NORTH RANCH PAVILIONS
SALE TO INLAND REAL ESTATE ACQUISITIONS, INC.
RENT PRORATIONS
JANUARY 15, 2004 CLOSE



                                                                                                       Seller
                                       Square                 Additional Rent                          Prorated     Buyer Prorated
                                        Feet     Base Rent     (CAM/TAX/INS)   Other    Total Rent*     Share           Share
                                                                                                 
Andi's Hallmark                         3,740   $   5,610.00    $  1,581.00            $   7,191.00   $   3,247.55    $  3,943.45
Bank of America, N.A.                   4,500   $  14,416.26    $  1,877.00            $  16,293.26   $   7,358.25    $  8,935.01
Clubhouse Cleaners                      1,505   $   3,645.33    $    732.00            $   4,377.33   $   1,976.86    $  2,400.47
Cookies by Design                       1,353   $   2,655.49    $    669.00            $   3,324.49   $   1,501.36    $  1,823.11
Dance Trends                            2,338   $   3,343.34    $  1,099.00            $   4,442.34   $   2,006.22    $  2,436.12
Exotic Thai, Inc.                       1,746                   $    833.00            $     833.00   $     376.19    $    456.81
Ilene's Boutique                        2,105   $   4,299.20    $  1,040.00            $   5,339.20   $   2,411.25    $  2,927.95
Kay's Nails                             1,028   $   2,014.88    $    506.00            $   2,522.88   $   1,139.37    $  1,383.51
Lamppost Pizza                          3,600   $   7,512.10    $  1,707.00            $   9,219.10   $   4,163.46    $  5,055.64
Malibu Gymnastics, Inc.                 3,040   $   4,560.00    $  1,478.00            $   6,038.00   $   2,726.84    $  3,311.16
North Ranch Denistry                    1,306   $   3,199.70    $    635.00            $   3,834.70   $   1,731.60    $  2,102.90
Postal Club                             1,086   $   2,019.96    $    522.00            $   2,541.96   $   1,147.98    $  1,393.98
Rustico Food, Inc.                      3,495   $   7,638.48    $  1,680.00            $   9,318.48   $   4,208.35    $  5,110.13
Savvy Enterprises, LLC                  6,500   $   6,344.39    $  3,160.00            $   9,504.39   $   4,292.31    $  5,212.08
Seta's Shoes                            1,086   $   1.629.00    $    ?2?.00            $   2,157.00   $     974.13    $  1,182.87
State Farm                              1,023   $   1,843.96    $    52?.00            $   2,371.96   $   1,071.21    $  1,300.75
Sudore Pilates                          1,346   $   2,051.56    $    696.00            $   2,747.56   $     523.34    $  2,224.22
Sushi-Tei                               1,725   $   4,264.20    $    891.00            $   5,155.20   $   2,328.15    $  2,?27.05
Tae Kwon Do Academy, Inc.               1,512   $   2,803.25    $    781.00            $   3,584.25   $   1,61?.69    $  1,965.56
The Prudential California Realty        3,379   $   7,941.00    $  1,410.00            $   9,351.00   $   4,223.03    $  5,127.97
The Vons Companies, Inc.               50,970                   $  7,337.00            $   7,337.00   $   3,313.4?    $  4,023.52
Total Body Fitness, Inc.                1,998   $   3,086.91    $  1,032.00            $   4,118.91   $   1,860.15    $  2,258.76
Treasured Memories                      3,691   $   3,732.16    $  1,795.00            $   5,527.16   $   2,496.14    $  3,031.02
Two for One Photo                       1,066   $   1,926.10    $    518.00            $   2,444.10   $   1,103.79    $  1,340.31
Walton's Portrait Studio                1,300   $   2.413.55    $    669.00            $   3,082.55   $   1,392.12    $  1,690.43
We Frame It Too                         1,526   $   2,884.14    $    789.00            $   3,673.14   $   1,658.84    $  2,014.30
World Savings Bank                      6,500                   $    936.00            $     936.00   $     422.71    $    513.29

                                                $ 101,834.96    $ 35,431.00    $   -   $ 137,265.96   $  61,273.59    $ 75,992.37

CREDIT TO BUYER                                                                                                       $ 75,992.37




                                   EXHIBIT "D"

                                 ADDITIONAL WORK

North Ranch
Savvy Salon


Imperial Paving installed stairs with handrails at the main entrance to Savvy
Salon.

Day Star Builders demolished two existing planters and installed two new
planters (with irrigation and plant material) per the original Conditional Use
Permit drawings. In addition, one parking lot light standard was relocated to
its original location. The City waived relocating the second parking lot light
standard s it was only moved approx. two feet from its original location.



                           PURCHASE AND SALE AGREEMENT

                                     BETWEEN

                         CH REALTY II/NORTH RANCH, L.P.
                                    AS SELLER

                                       AND

                      INLAND REAL ESTATE ACQUISITIONS, INC.
                                  AS PURCHASER

                             DATED DECEMBER 17, 2003



                                TABLE OF CONTENTS



                                                                                    Page No.
                                                                                    --------
                                                                                   
ARTICLE 1          BASIC INFORMATION......................................................1
     1.1    Certain Basic Terms...........................................................1
     1.2    Closing Costs.................................................................3
     1.3    Notice Addresses:.............................................................3

ARTICLE 2          PROPERTY...............................................................4
     2.1    Property......................................................................4

ARTICLE 3          EARNEST MONEY..........................................................5
     3.1    Deposit and Investment of Earnest Money.......................................5
     3.2    Independent Consideration.....................................................5
     3.3    Form; Failure to Deposit......................................................5
     3.4    Disposition of Earnest Money..................................................6

ARTICLE 4          DUE DILIGENCE..........................................................6
     4.1    Due Diligence Materials To Be Delivered.......................................6
     4.2    Due Diligence Materials To Be Made Available..................................7
     4.3    Physical Due Diligence........................................................7
     4.4    Due Diligence/Termination Right...............................................8
     4.5    Return of Documents and Reports...............................................8
     4.6    Service Contracts.............................................................8
     4.7    Proprietary Information; Confidentiality......................................9
     4.8    No Representation or Warranty by Seller.......................................9
     4.9    Purchaser's Responsibilities..................................................9
     4.10   Purchaser's Agreement to Indemnify...........................................10
     4.11   Environmental Studies; Seller's Right to Terminate...........................10

ARTICLE 5          TITLE AND SURVEY......................................................10
     5.1    Title Commitment.............................................................10
     5.2    New or Updated Survey........................................................11
     5.3    Title Review.................................................................11
     5.4    Delivery of Title Policy at Closing..........................................11

ARTICLE 6          OPERATIONS AND RISK OF LOSS...........................................11
     6.1    Ongoing Operations...........................................................11
     6.2    Damage.......................................................................12
     6.3    Condemnation.................................................................13

ARTICLE 7          CLOSING...............................................................13
     7.1    Closing......................................................................13
     7.2    Conditions to Parties' Obligation to Close...................................13
     7.3    Seller's Deliveries in Escrow................................................14
     7.4    Purchaser's Deliveries in Escrow.............................................16


                                        i


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                    Page No.
                                                                                    --------
                                                                                   
     7.5    Closing Statements...........................................................16
     7.6    Purchase Price...............................................................16
     7.7    Possession...................................................................16
     7.8    Delivery of Books and Records................................................17
     7.9    Notice to Tenants............................................................17

ARTICLE 8          PRORATIONS, DEPOSITS, COMMISSIONS.....................................17
     8.1    Prorations...................................................................17
     8.2    Leasing Costs................................................................19
     8.3    Closing Costs................................................................19
     8.4    Final Adjustment After Closing...............................................20
     8.5    Tenant Deposits..............................................................20
     8.6    Commissions..................................................................20
     8.7    PCR/Property Repairs Credit..................................................20

ARTICLE 9          REPRESENTATIONS AND WARRANTIES........................................20
     9.1    Seller's Representations and Warranties......................................20
     9.2    Purchaser's Representations and Warranties...................................21
     9.3    Survival of Representations and Warranties...................................22

ARTICLE 10         DEFAULT AND REMEDIES..................................................23
     10.1   Seller's Remedies............................................................23
     10.2   Purchaser's Remedies.........................................................24
     10.3   Attorneys' Fees..............................................................24
     10.4   Other Expenses...............................................................24

ARTICLE 11         DISCLAIMERS, RELEASE AND INDEMNITY....................................25
     11.1   Disclaimers By Seller........................................................25
     11.2   Sale "As Is, Where Is".......................................................25
     11.3   Seller Released from Liability...............................................26
     11.4   "Hazardous Materials" Defined................................................27
     11.5   Indemnity....................................................................27
     11.6   Survival.....................................................................27

ARTICLE 12         MISCELLANEOUS.........................................................27
     12.1   Parties Bound; Assignment....................................................27
     12.2   Headings.....................................................................27
     12.3   Invalidity and Waiver........................................................28
     12.4   Governing Law................................................................28
     12.5   Survival.....................................................................28
     12.6   Entirety and Amendments......................................................28
     12.7   Time.........................................................................28
     12.8   Confidentiality..............................................................28
     12.9   No Electronic Transactions...................................................28


                                       ii


                                TABLE OF CONTENTS
                                   (CONTINUED)



                                                                                    Page No.
                                                                                    --------
                                                                                   
     12.10  Notices......................................................................28
     12.11  Construction.................................................................29
     12.12  Calculation of Time Periods..................................................29
     12.13  Execution in Counterparts....................................................29
     12.14  No Recordation...............................................................29
     12.15  Further Assurances...........................................................30
     12.16  Discharge of Obligations.....................................................30
     12.17  ERISA........................................................................30
     12.18  No Third Party Beneficiary...................................................30
     12.19  Reporting Person.............................................................30
     12.20  Mandatory Arbitration........................................................30
     12.21  Like-Kind Exchange...........................................................30
     12.22  Post-Closing Audit...........................................................30



                              LIST OF DEFINED TERMS



Page No.
- --------
                                                                                  
Additional Property Information...........................................................7
Agreement.................................................................................1
Assignment...............................................................................14
Broker....................................................................................2
Casualty Notice..........................................................................12
CERCLA...................................................................................26
Closing..................................................................................13
Closing Date..............................................................................2
Code.....................................................................................22
Deed.....................................................................................14
Due Diligence Termination Notice..........................................................8
Earnest Money.............................................................................1
Effective Date............................................................................2
ERISA................................................................................16, 22
Escrow Agent..............................................................................2
Exchange.................................................................................30
Hazardous Materials......................................................................27
Improvements..............................................................................4
Independent Consideration.................................................................5
Initial Earnest Money.....................................................................1
Inspection Period.........................................................................2


                                       iii


                              LIST OF DEFINED TERMS
                                   (CONTINUED)



                                                                                    Page No.
                                                                                    --------
                                                                                      
Intangible Personal Property..............................................................5
Land......................................................................................4
Lease Files...............................................................................7
Leases....................................................................................4
Leasing Costs............................................................................19
License Agreements........................................................................5
Material Damage..........................................................................13
Materially Damaged.......................................................................13
OFAC.....................................................................................22
Operating Statements......................................................................6
Permitted Exceptions.....................................................................11
Permitted Outside Parties.................................................................9
Plan.....................................................................................22
Property..................................................................................4
Property Documents........................................................................8
Property Information......................................................................6
Property Information Delivery Date........................................................2
Purchase Price............................................................................1
Purchaser.................................................................................1
Real Property.............................................................................4
Rent Roll.................................................................................6
Report....................................................................................8
Reports...................................................................................8
REQUIRED ENDORSEMENTS....................................................................11
Seller....................................................................................1
Seller's Representatives.................................................................22
Service Contracts.........................................................................5
Survey...................................................................................11
Survival Period..........................................................................22
Tangible Personal Property................................................................4
Taxes....................................................................................17
Tenant Receivables.......................................................................17
Title and Survey Review Period............................................................2
Title Commitment.........................................................................10
Title Commitment Delivery Date............................................................2
Title Company.............................................................................1
Title Policy.............................................................................11
to Seller's knowledge....................................................................22
to the best of Seller's knowledge........................................................22
Unbilled Tenant Receivables..............................................................18
Uncollected Delinquent Tenant Receivables................................................18


                                       iv


                           PURCHASE AND SALE AGREEMENT

                NORTH RANCH PAVILIONS, THOUSAND OAKS, CALIFORNIA

       This Purchase and Sale Agreement (this "AGREEMENT") is made and entered
into by and between Purchaser and Seller.

                                    RECITALS

       A.     Defined terms are indicated by initial capital letters. Defined
terms shall have the meaning set forth herein, whether or not such terms are
used before or after the definitions are set forth.

       B.     Purchaser desires to purchase the Property and Seller desires to
sell the Property, all upon the terms and conditions set forth in this
Agreement.

       NOW, THEREFORE, in consideration of the mutual terms, provisions,
covenants and agreements set forth herein, as well as the sums to be paid by
Purchaser to Seller, and for other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, Purchaser and Seller agree as
follows:

                                    ARTICLE 1
                                BASIC INFORMATION

       1.1    CERTAIN BASIC TERMS. The following defined terms shall have the
meanings set forth below:


              1.1.1   SELLER:           CH Realty II/North Ranch, L.P.,
                                        a Delaware limited partnership
              1.1.2   PURCHASER:        Inland Real Estate Acquisitions, Inc.,
                                        an Illinois corporation
              1.1.3   PURCHASE PRICE:   $18,468,000.00

              1.1.4   EARNEST MONEY:    $300,000.00 [(THE "INITIAL EARNEST
                                        MONEY")], including interest thereon,
                                        to be deposited in accordance with
                                        SECTION 3.1 below.

              1.1.5   TITLE COMPANY:    Chicago Title Insurance Company
                                        2001 Bryan Street
                                        Suite 1700
                                        Dallas, Texas 75201-3005
                                        Attn: Joycelyn Armstrong
                                        Telephone: (214)965-1668
                                        Facsimile: (214)965-1625
                                        Email: armstrongio@ctt.com


PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 1



              1.1.6    ESCROW AGENT:    Chicago Title Insurance Company
                                        2001 Bryan Street
                                        Suite 1700
                                        Dallas, Texas 75201-3005
                                        Attn: Joycelyn Armstrong
                                        Telephone: (214)965-1668
                                        Facsimile: (214)965-1625
                                        Email: armstrongjo@ctt.com

              1.1.7   BROKER:           CB Richard Ellis, Inc.
                                        3501 Jamboree Road, Suite 100
                                        Newport Beach, California 92660-2940

              1.1.8   EFFECTIVE DATE:   The date on which this Agreement is
                                        executed by the latter to sign of
                                        Purchaser or Seller, as indicated on the
                                        signature page of this Agreement. If the
                                        execution date is left blank by either
                                        Purchaser or Seller, the Effective Date
                                        shall be the execution date inserted by
                                        the other party.

              1.1.9   PROPERTY          December 1,2003
                      INFORMATION
                      DELIVERY DATE:

              1.1.10  TITLE COMMITMENT  December 1,2003
                      DELIVERY DATE:

              1.1.11  TITLE AND SURVEY  The period ending on December 24,2003.
                      REVIEW PERIOD:

              1.1.12  INSPECTION        The period beginning on December 1,
                      PERIOD:           2003, and ending December 24, 2003.

              1.1.13  CLOSING DATE:     The date which is thirty (30) days from
                                        the Effective Date or such earlier date
                                        in January, 2004 that the parties agree.
                                        Purchaser may request an earlier Closing
                                        Date so long as the Closing occurs and
                                        funds on or before 2:00 p.m. CST on
                                        December 29, 2003.


PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 2



       1.2    CLOSING COSTS. Closing costs shall be allocated and paid as
follows:



                              COST                                       RESPONSIBLE PARTY
- ------------------------------------------------------------------------------------------
                                                                      
Title Commitment required to be delivered pursuant to SECTION 5.1             Seller

Premium for standard form Title Policy required to be delivered               Seller
pursuant to SECTION 5.4

Premium for any upgrade of Title Policy for extended or additional            Seller,
coverage and any endorsements desired by Purchaser, any                   up to $2,216.16,
inspection fee charged by the Title Company, tax certificates,             and Purchaser
municipal and utility lien certificates, and any other Title                for excess
Company charges

Costs of any revisions, modifications or recertifications to                 Purchaser
Survey delivered by Seller to Purchaser

Costs for UCC Searches                                                        Seller

Recording Fees                                                               Purchaser

Any deed taxes, documentary stamps, transfer taxes, intangible                 Seller
taxes, mortgage taxes or other similar taxes, fees
or assessments

Any escrow fee charged by Escrow Agent for holding the Earnest             Purchaser 1/2
Money or conducting the Closing                                              Seller 1/2

Real Estate Sales Commission to Broker                                        Seller

All other closing costs, expenses, charges and fees per custom           Purchaser/Seller


       1.3    NOTICE ADDRESSES:

                                                
         Purchaser:  Inland Real Estate Acquisitions, Inc.  Copy to:   The Inland Real Estate
                     2901 Butterfield Road                             Group, Inc.
                     Oak Brook, IL 60523                               2901 Butterfield Road
                     Attention: G. Joseph Cosenza                      Oak Brook, Illinois 60523
                     Telephone: 630-218-4948                           Attention: Gary Pechter, Esq.
                     Facsimile: 630-218-4935                           Telephone: 630-645-2084
                     E-mail: joe@inlandgroup.com                       Facsimile: 630-218-4900
                                                                       E-mail:gpechter@inlandgroup.com

         Seller:     CH Realty II/North Ranch, L.P.         Copy to:   Crow Holdings
                     c/o. Crow Holdings                                2100 Mckinney Avenue,
                     2100 McKinney Avenue, Suite                       Suite 700
                     700                                               Dallas, Texas 75201
                     Dallas, Texas 75201                               Attention: M. Kevin Bryant
                     Attention: Rodney Whitley                         Telephone: 214-661-8110
                     Telephone: 214-661-8137                           Facsimile: 214-661-8041
                     Facsimile: 214-661-8041                           E-mail:
                     E-mail:                                           kbryant@crowholdings.com
                     rwhitley@crowholdings.com

         


PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 3



                                                
                                                            With copy to:

                                                                       John M. Nolan, Esq.
                                                                       Winstead Sechrest & Minick P.C.
                                                                       1201 Elm Street, Suite 5400
                                                                       Dallas, Texas 75270
                                                                       Telephone:214-745-5251
                                                                       Facsimile: 214-745-5390
                                                                       Email:
                                                                       jnolan@winstead.com

         

                                    ARTICLE 2
                                    PROPERTY

       2.1    PROPERTY. Subject to the terms and conditions of this Agreement,
Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from
Seller, the following property (collectively, the "PROPERTY"):

              2.1.1   REAL PROPERTY. The land described in EXHIBIT A attached
hereto (the "LAND"), together with (a) all improvements located thereon, but
expressly excluding improvements and structures owned by any tenant
("IMPROVEMENTS"), (b) without warranty, all right, title and interest of Seller,
if any, in and to the rights, benefits, privileges, easements, tenements,
hereditaments, and appurtenances thereon or in anywise appertaining thereto, and
(c) without warranty, all right, title, and interest of Seller, if any, in and
to all strips and gores and any land lying in the bed of any street, road or
alley, open or proposed, adjoining the Land (collectively, the "REAL PROPERTY").

              2.1.2   LEASES. All of Seller's right, title and interest, without
warranty other than as set forth herein, in all leases of the Real Property
(other than License Agreements), including leases which may be made by Seller
after the Effective Date and prior to Closing as permitted by this Agreement
(the "LEASES").

              2.1.3   TANGIBLE PERSONAL PROPERTY. All of Seller's right, title
and interest, without warranty, in the equipment, machinery, furniture,
furnishings, supplies and other tangible personal property, if any, owned by
Seller and now or hereafter located in and used in connection with the
operation, ownership or management of the Real Property, but specifically
excluding any items of personal property owned or leased by Seller's property
manager or tenants at or on the Real Property and further excluding any items of
personal property by third parties and leased to Seller (collectively, the
"TANGIBLE PERSONAL PROPERTY").

              2.1.4   INTANGIBLE PERSONAL PROPERTY. All of Seller's right, title
and interest, if any, without warranty, in all intangible personal property
related to the Real Property and the Improvements, including, without
limitation: all trade names and trade marks associated with the Real Property
and the Improvements, including Seller's rights and interests, if any, in the
name of the Real Property; the plans and specifications and other architectural
and engineering drawings


PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 4



for the Improvements, if any (to the extent assignable without cost to Seller);
contract rights related to the operation, ownership or management of the Real
Property, including maintenance, service, construction, supply and equipment
rental contracts, if any, but not including Leases or License Agreements
(collectively, the "SERVICE CONTRACTS") (but only to the extent assignable
without cost to Seller and Seller's obligations thereunder are expressly assumed
by Purchaser pursuant to this Agreement); warranties (to the extent assignable
without cost to Seller); governmental permits, approvals and licenses, if any
(to the extent assignable without cost to Seller); and telephone exchange
numbers (to the extent assignable without cost to Seller (all of the items
described in this SECTION 2.1.4 collectively referred to as the "INTANGIBLE
PERSONAL PROPERTY"). Tangible Personal Property and Intangible Personal Property
shall not include (a) any appraisals or other economic evaluations of, or
projections with respect to, all or any portion of the Property, including,
without limitation, budgets prepared by or on behalf of Seller or any affiliate
of Seller, (b) any documents, materials or information which are subject to
attorney/client, work product or similar privilege, which constitute attorney
communications with respect to the Property and/or Seller, or which are subject
to a confidentiality agreement, and (c) any trade name, mark or other
identifying material that includes the name "Trammell Crow" or the name "Crow
Holdings" or any derivative thereof.

              2.15    LICENSE AGREEMENTS. All of Seller's right, title and
interest, without warranty, in and to all agreements (other than Leases), if
any, for the leasing or licensing of rooftop space or equipment,
telecommunications equipment, cable access and other space, equipment and
facilities that are located on or within the Real Property and generate income
to Seller as the owner of the Real Property, including agreements which may be
made by Seller after the Effective Date and prior to Closing as permitted by
this Agreement (the "LICENSE AGREEMENTS"). Anything in this Agreement to the
contrary notwithstanding, Purchaser shall assume the obligations of the "lessor"
or "licensor" under all License Agreements, some or all of which may be
non-cancelable.

                                    ARTICLE 3
                                  EARNEST MONEY

       3.1    DEPOSIT AND INVESTMENT OF EARNEST MONEY. One (1) business day
after the Effective Date, Purchaser shall deposit the Earnest Money with Escrow
Agent into a joint order escrow. Escrow Agent shall invest the Earnest Money in
government insured interest-bearing accounts satisfactory to Seller and
Purchaser, shall not commingle the Earnest Money with any funds of Escrow Agent
or others, and shall promptly provide Purchaser and Seller with confirmation of
the investments made. Such account shall have no penalty for early withdrawal,
and as between Seller and Purchaser, Purchaser accepts all risks with regard to
such account.

       3.2    INDEPENDENT CONSIDERATION. If Purchaser elects to terminate this
Agreement for any reason and is entitled to receive a return of the Earnest
Money pursuant to the terms hereof, the Escrow Agent shall first disburse to
Seller One Hundred and No/100 Dollars ($100.00) as independent consideration for
Seller's performance under this Agreement ("INDEPENDENT CONSIDERATION"), which
shall be retained by Seller in all instances.

       3.3    FORM: FAILURE TO DEPOSIT. The Earnest Money shall be in the form
of a certified or cashier's check or the wire transfer to Escrow Agent of
immediately available U.S. federal


PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 5



funds. If Purchaser fails to timely deposit any portion of the Earnest Money
within the time periods required, Seller may terminate this Agreement by written
notice to Purchaser, in which event any Earnest Money that has previously been
deposited by Purchaser with Escrow Agent shall be immediately delivered to
Seller and thereafter the parties hereto shall have no further rights or
obligations hereunder, except for rights or obligations which, by their terms,
survive the termination hereof.

       3.4    DISPOSITION OF EARNEST MONEY. The Earnest Money shall be applied
as a credit to the Purchase Price at Closing. However, if Purchaser elects to
terminate this Agreement prior to the expiration of the Inspection Period
pursuant to SECTION 4.4, Escrow Agent shall pay the entire Earnest Money (less
the Independent Consideration) to Purchaser one business day following receipt
of the Due Diligence Termination Notice from Purchaser (as long as the current
investment can be liquidated and disbursed in one business day). No notice to
Escrow Agent from Seller shall be required for the release of the Earnest Money
to Purchaser by Escrow Agent if Purchaser terminates this Agreement pursuant to
SECTION 4.4. In the event of a termination of this Agreement by either Seller or
Purchaser for any reason other than pursuant to SECTION 4.4 Escrow Agent is
authorized to deliver the Earnest Money to the party hereto entitled to same
pursuant to the terms hereof on or before the tenth business day following
receipt by Escrow Agent and the non-terminating party of written notice of such
termination from the terminating party, unless the other party hereto notifies
Escrow Agent that it disputes the right of the other party to receive the
Earnest Money. In such event, Escrow Agent may interplead the Earnest Money into
a court of competent jurisdiction in the county in which the Earnest Money has
been deposited. All attorneys' fees and costs and Escrow Agent's costs and
expenses incurred in connection with such interpleader shall be assessed against
the party that is not awarded the Earnest Money, or if the Earnest Money is
distributed in part to both parties, then in the inverse proporation of such
distribution.

                                    ARTICLE 4
                                  DUE DILIGENCE

       4.1    DUE DILIGENCE MATERIALS TO BE DELIVERED. Seller shall deliver to
Purchaser the following (the "PROPERTY INFORMATION") on or before the Property
Information Delivery Date:

              4.1.1   RENT ROLL. A current rent roll ("RENT ROLL") for the
Property. Seller shall deliver an updated Rent Roll at Closing certified to its
knowledge to be true and complete.

              4.1.2   FINANCIAL INFORMATION. Copy of operating statements and a
summary of capital expenditures pertaining to the Property for the 12 months
preceding the Effective Date or such lesser period as Seller has owned the
Property ("OPERATING STATEMENTS");

              4.1.3   ENVIRONMENTAL REPORTS. Copy of any environmental reports
or site assessments related to the Property prepared for the benefit of Seller;

              4.1.4   TAX STATEMENTS. Copy of ad valorem tax statements relating
to the Property for the current tax period;

              4.1.5   TITLE AND SURVEY. Copy of Seller's most current title
insurance information and survey of the Property;


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              4.1.6   SERVICE CONTRACTS. A list, together with copies, of
Service Contracts;

              4.1.7   PERSONAL PROPERTY. A list of Tangible Personal Property;
and

              4.1.8   LICENSE AGREEMENTS. A list, together with copies, of any
License Agreements.

              4.1.9   LEASE FILES. The lease files for all tenants, including
the Leases, amendments, guaranties, any letter agreements and assignments which
are then in effect ("LEASE FILES");

              4.1.10  LICENSES, PERMITS AND CERTIFICATES OF OCCUPANCY. Copies of
licenses, permits and certificates of occupancy relating to the Property to the
extent in Seller's possession.

              Except for the Rent Roll contemplated in SECTION 4.1.4, Seller's
obligations to deliver the items listed in this SECTION 4.1 shall be limited to
the extent such items are in the possession of Seller or its property management
company.

       4.2    DUE DILIGENCE MATERIALS TO BE MADE AVAILABLE. To the extent such
items are in Seller's possession, Seller shall make available to Purchaser for
Purchaser's review, at Seller's option at either the offices of Seller's
property manager or at the Property, the following items and information (the
"ADDITIONAL PROPERTY INFORMATION") on or before the Property Information
Delivery Date, and Purchaser at its expense shall have the right to make copies
of same:

              4.2.1   MAINTENANCE RECORDS AND WARRANTIES. Maintenance work
orders for the 12 months preceding the Effective Date and warranties, if any, on
roofs, air conditioning units, fixtures and equipment;

              4.2.2   PLANS AND SPECIFICATIONS. Building plans and
specifications relating to the Property; and

       4.3    PHYSICAL DUE DILIGENCE. Commencing on the Effective Date and
continuing until the Closing, Purchaser shall have reasonable access to the
Property at all reasonable times during normal business hours, upon appropriate
notice to tenants as permitted or required under the Leases, for the purpose of
conducting reasonably necessary tests, including surveys and architectural,
engineering, geotechnical and environmental inspections and tests, provided that
(a) Purchaser must give Seller one full business days' prior telephone or
written notice of any such inspection or test, and with respect to any intrusive
inspection or test (i.e., core sampling) or communication with tenants must
obtain Seller's prior written consent (which consent may be given, withheld or
conditioned in Seller's sole discretion), (b) prior to performing any inspection
or test, Purchaser must deliver a certificate of insurance to Seller evidencing
that Purchaser and its contractors, agents and representatives have in place
reasonable amounts of commercial general liability insurance and workers
compensation insurance for its activities on the Property in terms and amounts
reasonably satisfactory to Seller covering any accident arising in connection
with the presence of Purchaser, its contractors, agents and representatives on
the Property, which insurance shall name Seller as an additional insured
thereunder, and (c) all such tests shall be conducted by Purchaser in compliance
with Purchaser's responsibilities set forth in

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SECTION 4.9 below. Purchaser shall bear the cost of all such inspections or
tests and shall be responsible for and act as the generator with respect to any
wastes generated by those tests. Subject to the provisions of SECTION 4.7
hereof, Purchaser or Purchaser's representatives may meet with any tenant;
provided, however, Purchaser must contact Seller at least one full business day
in advance by telephone to inform Seller of Purchaser's intended meeting and to
allow Seller the opportunity to attend such meeting if Seller desires. Subject
to the provisions of SECTION 4.7 hereof. Purchaser or Purchaser's
representatives may meet with any governmental authority for the sole purpose of
gathering information in connection with the transaction contemplated by this
Agreement; provided, however, Purchaser must contact Seller at least two full
business days in advance by telephone to inform Seller of Purchaser's intended
meeting and to allow Seller the opportunity to attend such meeting if Seller
desires.

       4.4    DUE DILIGENCE/TERMINATION RIGHT. Purchaser shall have through the
last day of the Inspection Period in which to (a) examine, inspect, and
investigate the Property Information and the Additional Property Information
(collectively, the "PROPERTY DOCUMENTS") and the Property and, in Purchaser's
sole and absolute judgment and discretion, determine whether the Property is
acceptable to Purchaser, (b) obtain all necessary internal approvals, and (c)
satisfy all other contingencies of Purchaser. Notwithstanding anything to the
contrary in this Agreement, Purchaser may terminate this Agreement for any
reason or no reason by giving written notice of termination to Seller and Escrow
Agent (the "DUE DILIGENCE TERMINATION NOTICE") on or before the last day of the
Inspection Period. If Purchaser does not give a Due Diligence Termination
Notice, this Agreement shall continue in full force and effect, Purchaser shall
be deemed to have waived its right to terminate this Agreement pursuant to this
SECTION 4.4, and Purchaser shall be deemed to have acknowledged that it has
received or had access to all Property Documents and conducted all inspections
and tests of the Property that it considers important.

       4.5    RETURN OF DOCUMENTS AND REPORTS. As additional consideration for
the transaction contemplated herein, Purchaser shall provide to Seller,
immediately following receipt of same by Purchaser, copies of all third party
reports, investigations and studies, other than economic analyses (collectively,
the "REPORTS" and, individually, a "REPORT") prepared for Purchaser in
connection with its due diligence review of the Property, including, without
limitation, any and all Reports involving structural or geological conditions,
environmental, hazardous waste or hazardous substances contamination of the
Property, if any, which Reports shall be addressed to both Seller and Purchaser
at no cost to Seller. The Reports shall be delivered to Seller without any
representation or warranty as to the completeness or accuracy of the Reports or
any other matter relating thereto. Purchaser's obligation to deliver the
Property Documents and the Reports to Seller shall survive the termination of
this Agreement.

       4.6    SERVICE CONTRACTS. On or prior to the last day of the Inspection
Period, Purchaser will advise Seller in writing of which Service Contracts it
will assume and for which Service Contracts Purchaser requests that Seller
deliver written termination at or prior to Closing, provided Seller shall have
no obligation to terminate, and Purchaser shall be obligated to assume, any
Service Contracts which by their terms cannot be terminated without penalty or
payment of a fee. Seller shall deliver at Closing notices of termination of all
Service Contracts that are not so assumed. Purchaser must assume the obligations
arising from and after the Closing Date under those Service Contracts (a) that
Purchaser has agreed to assume, or that Purchaser is obligated to

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assume pursuant to this SECTION 4.6, and (b) for which a termination notice is
delivered as of or prior to Closing but for which termination is not effective
until after Closing.

       4.7    PROPRIETARY INFORMATION; CONFIDENTIALITY. Purchaser acknowledges
that the Property Documents are proprietary and confidential and will be
delivered to Purchaser solely to assist Purchaser in determining the feasibility
of purchasing the Property. Purchaser shall not use the Property Documents for
any purpose other than as set forth in the preceding sentence. Purchaser shall
not disclose the contents to any person other than to those persons who are
responsible for determining the feasibility of Purchaser's acquisition of the
Property including, without limitation, engineers, environmental consultants,
and appraisers, as well as potential lenders, and who have agreed to preserve
the confidentiality of such information as required hereby (collectively,
"PERMITTED OUTSIDE PARTIES"). At any time and from time to time, within two
business days after Seller's request, Purchaser shall deliver to Seller a list
of all parties to whom Purchaser has provided any Property Documents or any
information taken from the Property Documents. Purchaser shall not divulge the
contents of the Property Documents and other information except in strict
accordance with the confidentiality standards set forth in this SECTION 4.7. In
permitting Purchaser to review the Property Documents or any other information,
Seller has not waived any privilege or claim of confidentiality with respect
thereto, and no third party benefits or relationships of any kind, either
express or implied, have been offered, intended or created.

       4.8    NO REPRESENTATION OR WARRANTY BY SELLER. Purchaser acknowledges
that, except as expressly set forth in this Agreement, Seller has not made and
does not make any warranty or representation regarding the truth, accuracy or
completeness of the Property Documents or the source(s) thereof. Purchaser
further acknowledges that some if not all of the Property Documents were
prepared by third parties other than Seller. Seller expressly disclaims any and
all liability for representations or warranties, express or implied, statements
of fact and other matters contained in such information, or for omissions from
the Property Documents, or in any other written or oral communications
transmitted or made available to Purchaser. Purchaser shall rely solely upon its
own investigation with respect to the Property, including, without limitation,
the Property's physical, environmental or economic condition, compliance or lack
of compliance with any ordinance, order, permit or regulation or any other
attribute or matter relating thereto. Seller has not undertaken any independent
investigation as to the truth, accuracy or completeness of the Property
Documents and are providing the Property Documents solely as an accommodation to
Purchaser.

       4.9    PURCHASER'S RESPONSIBILITIES. In conducting any inspections,
investigations or tests of the Property and/or Property Documents, Purchaser and
its agents and representatives shall: (a) not unreasonably disturb the tenants
or interfere with their use of the Property pursuant to their respective Leases;
(b) not unreasonably interfere with the operation and maintenance of the
Property; (c) not damage any part of the Property or any personal property owned
or held by any tenant or any third party; (d) not injure or otherwise cause
bodily harm to Seller or its agents, guests, invitees, contractors and employees
or any tenants or their guests or invitees; (e) comply with all applicable laws;
(f) promptly pay when due the costs of all tests, investigations, and
examinations done with regard to the Property; (g) not permit any liens to
attach to the Real Property by reason of the exercise of its rights hereunder;
(h) repair any damage to the Real Property resulting directly or indirectly from
any such inspection or tests; and (i) not reveal or

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disclose prior to Closing any information obtained during the Inspection Period
concerning the Property and the Property Documents to anyone other than the
Permitted Outside Parties, in accordance with the confidentiality standards set
forth in SECTION 4.7 above, or except as may be otherwise required by law.

       4.10   PURCHASER'S AGREEMENT TO INDEMNIFY. Purchaser hereby agrees to
indemnify, defend and hold Seller harmless from and against any and all liens,
claims, causes of action, damages, liabilities and expenses (including
reasonable attorneys' fees) arising out of Purchaser's inspections or tests
permitted under this Agreement or any violation of the provisions of SECTIONS
4.3, 4.7 and 4.9; provided, however, the indemnity shall not extend to protect
Seller from any pre-existing liabilities for matters merely discovered by
Purchaser (i.e., latent environmental contamination) so long as Purchaser's
actions do not aggravate any pre-existing liability of Seller. Purchaser also
hereby agrees to indemnify, defend and hold any tenant harmless from and against
any and all claims, causes of action, damages, liabilities and expenses which
such tenant may suffer or incur due to Purchaser's breach of its obligation
under SECTION 4.7 to maintain the confidential nature of any Property Documents
or other information relative to such tenant. Purchaser's obligations under this
SECTION 4.10 shall survive the termination of this Agreement and shall survive
the Closing.

       4.11   ENVIRONMENTAL STUDIES; SELLER'S RIGHT TO TERMINATE. As additional
consideration for the transaction contemplated in this Agreement, Purchaser must
provide to Seller, immediately following the receipt of same by Purchaser,
copies of any and all reports, tests or studies involving contamination of or
other environmental concerns relating to the Property; provided, however,
Purchaser shall have no obligation to cause any such tests or studies to be
performed on the Property. Seller acknowledges that Purchaser has not made and
does not make any warranty or representation regarding the truth or accuracy of
any such studies or reports. Notwithstanding SECTION 4.10, Purchaser shall have
no liability or culpability of any nature as a result of having provided such
information to Seller or as a result of Seller's reliance thereon or arising out
of the fact that Purchaser merely conducted such tests or studies, so long as
Purchaser's actions do not aggravate any pre-existing liability of Seller. In
the event that such reports, tests or studies indicate the existence or
reasonable potential existence of any contamination of any portion of the
Property that is not disclosed in the Property Documents and that is material
(meaning that the reasonably estimated cost of remediation and/or other
liability associated therewith, as determined by the parties' environmental
consultants, exceeds $125,000.00), then Seller may terminate this Agreement by
giving written notice to Purchaser within ten business days after Purchaser has
provided Seller with copies of such reports, tests or studies, whereupon the
Earnest Money shall be returned to Purchaser, the parties shall have no further
obligations hereunder except for obligations that expressly survive the
termination hereof.

                                    ARTICLE 5
                                TITLE AND SURVEY

       5.1    TITLE COMMITMENT. Seller has caused to be prepared and delivered
to Purchaser: (a) a current commitment for title insurance or preliminary title
report (the "TITLE COMMITMENT") issued by the Title Company, in the amount of
the Purchase Price and on an ALTA 1992 Standard Form commitment, with Purchaser
as the proposed insured, and (b) copies

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Page 10



of all documents of record referred to in the Title Commitment as exceptions to
title to the Property.

       5.2    NEW OR UPDATED SURVEY. Purchaser may elect to obtain a new survey
or revise, modify, or re-certify an existing survey ("SURVEY") as necessary in
order for the Title Company to delete the survey exception from the Title Policy
or to otherwise satisfy Purchaser's objectives.

       5.3    TITLE REVIEW. During the Title and Survey Review Period, Purchaser
shall review title to the Property as disclosed by the Title Commitment and the
Survey. Seller shall have no obligation to cure title objections except
financing liens of an ascertainable amount created by, under or through Seller,
which liens Seller shall cause to be released at or prior to Closing (with
Seller having the right to apply the Purchase Price or a portion thereof for
such purpose), and Seller shall deliver the Property free and clear of any such
financing liens. Seller further agrees to remove any exceptions or encumbrances
to title which are voluntarily created by, under or through Seller after the
Effective Date without Purchaser's consent (if requested, such consent shall not
be unreasonably withheld or delayed). The term "PERMITTED EXCEPTIONS" shall
mean: the specific exceptions (excluding exceptions that are part of the
promulgated title insurance form) in the Title Commitment that the Title Company
has not agreed to remove from the Title Commitment as of the end of the Title
and Survey Review Period and that Seller is not required to remove as provided
above; matters created by, through or under Purchaser; items shown on the Survey
which have not been removed as of the end of the Inspection Period (or if
Purchaser does not obtain a Survey, all matters that a current, accurate survey
of the Property would show); real estate taxes not yet due and payable; rights
of tenants under the Leases; rights of tenants or licensees under License
Agreements; and any licensees under any Service Contracts not terminated as of
Closing.

       5.4    DELIVERY OF TITLE POLICY AT CLOSING. In the event that the Title
Company does not issue at Closing, or unconditionally commit at Closing to
issue, to Purchaser, an owner's title policy in accordance with the Title
Commitment, insuring Purchaser's title to the Property in the amount of the
Purchase Price, subject only to the standard exceptions and exclusions from
coverage contained in such policy, the Permitted Exceptions (the "TITLE POLICY")
and the "REQUIRED ENDORSEMENTS" (herein so called) set forth on EXHIBIT J
attached hereto, Purchaser shall have the right to terminate this Agreement, in
which case the Earnest Money shall be immediately returned to Purchaser and the
parties hereto shall have no further rights or obligations, other than those
that by their terms survive the termination of this Agreement.

                                    ARTICLE 6
                           OPERATIONS AND RISK OF LOSS

       6.1    ONGOING OPERATIONS. From the Effective Date through Closing:

              6.1.1   LEASES, SERVICE CONTRACTS AND LICENSE AGREEMENTS. Seller
will perform its material obligations under the Leases, Service Contracts and
License Agreements.

              6.1.2   NEW CONTRACTS. Except as provided in SECTION 6.1.4, Seller
will not enter into any contract that will be an obligation affecting the
Property subsequent to the Closing,

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Page 11



except contracts entered into in the ordinary course of business that are
terminable without cause and without the payment of any termination penalty on
not more than 30 days' prior notice.

              6.1.3   MAINTENANCE OF IMPROVEMENTS: REMOVAL OF PERSONAL PROPERTY.
Subject to SECTIONS 6.2 and 6.3, Seller shall maintain or cause the tenants
under the Leases to maintain all Improvements substantially in their present
condition (ordinary wear and tear and casualty excepted) and in a manner
consistent with Seller's maintenance of the Improvements during Seller's period
of ownership. Seller will not remove any Tangible Personal Property except as
may be required for necessary repair or replacement, and replacement shall be of
approximately equal quality and quantity as the removed item of Tangible
Personal Property.

              6.1.4   LEASING; LICENSE AGREEMENTS. Seller will not amend or
terminate any existing Lease or License Agreement or enter into any new Lease or
new License Agreement without providing Purchaser (a) all relevant supporting
documentation, as reasonably determined by Seller, including, without
limitation, tenant financial information to the extent in Seller's possession,
and (b) as to any such amendment or termination of a Lease or License Agreement
or new Lease or new License Agreement which is to be executed after the
expiration of the Inspection Period, Seller's request for Purchaser's approval.
Purchaser agrees to give Seller written notice of approval or disapproval of a
proposed amendment or termination of a Lease or License Agreement or new Lease
or new License Agreement within three business days after Purchaser's receipt of
the items in SECTION 6.1.4. If Purchaser does not respond to Seller's request
within such time period, then Purchaser will be deemed to have approved such
amendment, termination or new Lease or new License Agreement. With respect to a
request for approval delivered by Seller to Purchaser, Purchaser may withhold
its consent at its reasonable discretion, and Seller may not amend or terminate
a Lease or License Agreement or enter into a new Lease or new License Agreement
without Purchaser's written consent.

       6.2    DAMAGE. If prior to Closing the Property is damaged by fire or
other casualty, Seller shall estimate the cost to repair and the time required
to complete repairs and will provide Purchaser written notice of Seller's
estimation (the "CASUALTY NOTICE") as soon as reasonably possible after the
occurrence of the casualty.

              6.2.1   MATERIAL. In the event of any Material Damage to or
destruction of the Property or any portion thereof prior to Closing, Purchaser
may, at its option, terminate this Agreement by delivering written notice to
Seller on or before the expiration of 30 days after the date Seller delivers the
Casualty Notice to Purchaser (and if necessary, the Closing Date shall be
extended to give Purchaser the full thirty-day period to make such election and
to obtain insurance settlement agreements with Seller's insurers). Upon any such
termination, the Earnest Money shall be returned to Purchaser and the parties
hereto shall have no further rights or obligations hereunder, other than those
that by their terms survive the termination of this Agreement. If Purchaser does
not terminate this Agreement within said 30-day period, then the parties shall
proceed under this Agreement and close on schedule (subject to extension of
Closing as provided above), and as of Closing Seller shall assign to Purchaser,
without representation or warranty by or recourse against Seller, all of
Seller's rights in and to any resulting insurance proceeds (including any rent
loss insurance applicable to any period on and after the Closing Date) due
Seller as a result of such damage or destruction and Purchaser shall assume full
responsibility for all needed repairs, and Purchaser shall receive a credit at
Closing

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 12



for any deductible amount under such insurance policies (but the amount of the
deductible plus insurance proceeds shall not exceed the lesser of (a) the cost
of repair or (b) the Purchase Price and a pro rata share of the rental or
business loss proceeds, if any). For the purposes of this Agreement, "MATERIAL
DAMAGE" and "MATERIALLY DAMAGED" means damage which, in Seller's reasonable
estimation, exceeds $300,000.00 to repair.

              6.2.2   NOT MATERIAL. If the Property is not Materially Damaged,
then Purchaser shall have no right to terminate this Agreement, and Seller
shall, at its option, either (a) repair the damage before the Closing in a
manner reasonably satisfactory to Purchaser (and if necessary, Seller may extend
the Closing Date up to 30 days to complete such repairs), or (b) credit
Purchaser at Closing for the reasonable cost to complete the repair (in which
case Seller shall retain all insurance proceeds and Purchaser shall assume full
responsibility for all needed repairs).

       6.3    CONDEMNATION. If proceedings in eminent domain are instituted, or
if Seller receives notice from any applicable governmental authority stating
that such proceedings will be initiated, with respect to the Property or any
portion thereof, Purchaser may, at its option, by written notice to Seller given
within ten days after Seller notifies Purchaser of such proceedings (and if
necessary the Closing Date shall be automatically extended to give Purchaser the
full ten-day period to make such election), either: (a) terminate this
Agreement, in which case the Earnest Money shall be immediately returned to
Purchaser and the parties hereto shall have no further rights or obligations,
other than those that by their terms survive the termination of this Agreement,
or (b) proceed under this Agreement, in which event Seller shall, at the
Closing, assign to Purchaser its entire right, title and interest in and to any
condemnation award, and Purchaser shall have the sole right after the Closing to
negotiate and otherwise deal with the condemning authority in respect of such
matter. If Purchaser does not give Seller written notice of its election within
the time required above, then Purchaser shall be deemed to have elected option
(b) above.

                                    ARTICLE 7
                                     CLOSING

       7.1    CLOSING. The consummation of the transaction contemplated herein
("CLOSING") shall occur on the Closing Date at the offices of Escrow Agent (or
such other location as may be mutually agreed upon by Seller and Purchaser).
Funds shall be deposited into and held by Escrow Agent in a closing escrow
account with a bank satisfactory to Purchaser and Seller. Upon satisfaction or
completion of all closing conditions and deliveries, the parties shall direct
Escrow Agent to immediately record and deliver the closing documents to the
appropriate parties and make disbursements according to the closing statements
executed by Seller and Purchaser.

       7.2    CONDITIONS TO PARTIES' OBLIGATION TO CLOSE. In addition to all
other conditions set forth herein, the obligation of Seller, on the one hand,
and Purchaser, on the other hand, to consummate the transactions contemplated
hereunder are conditioned upon the following:

              7.2.1   REPRESENTATIONS AND WARRANTIES. The other party's
representations and warranties contained herein shall be true and correct in all
material respects as of the Effective Date and the Closing Date, except for
representations and warranties made as of, or limited by, a

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Page 13



specific date, which will be true and correct in all material respects as of the
specified date or as limited by the specified date;

              7.2.2   DELIVERIES. As of the Closing Date, the other party shall
have tendered all deliveries to be made at Closing; and

              7.2.3   ACTIONS, SUITS, ETC. There shall exist no pending or
threatened actions, suits, arbitrations, claims, attachments, proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization
or other proceedings, against the other party that would materially and
adversely affect the operation or value of the Property or the other party's
ability to perform its obligations under this Agreement.

       So long as a party is not in default hereunder, if any condition to such
party's obligation to proceed with the Closing hereunder has not been satisfied
as of the Closing Date (or such earlier date as is provided herein), subject to
any applicable notice and cure periods provided in SECTIONS 10.1 and 10.2, such
party may, in its sole discretion, terminate this Agreement by delivering
written notice to the other party on or before the Closing Date (or such earlier
date as is provided herein), or elect to close (or to permit any such earlier
termination deadline to pass) notwithstanding the non-satisfaction of such
condition, in which event such party shall be deemed to have waived any such
condition. In the event such party elects to close (or to permit any such
earlier termination deadline to pass), notwithstanding the non-satisfaction of
such condition, said party shall be deemed to have waived said condition, and
there shall be no liability on the part of any other party hereto for breaches
of representations and warranties of which the party electing to close had
knowledge at the Closing.

       7.3    SELLER'S DELIVERIES IN ESCROW. As of or prior to the Closing Date,
Seller shall deliver in escrow to Escrow Agent the following:

              7.3.1   DEED. A special warranty deed in the form of EXHIBIT B
hereto (or other limited warranty deed, as Seller's local counsel or Title
Company shall advise, warranting title only against any party claiming by,
through or under Seller) in form acceptable for recordation under the law of the
state where the Property is located and restating the provisions of ARTICLE 11
hereof and including a list of Permitted Exceptions to which the conveyance
shall be subject, executed and acknowledged by Seller, conveying to Purchaser
Seller's interest in the Real Property (the "DEED");

              7.3.2   BILL OF SALE, ASSIGNMENT AND ASSUMPTION. A Bill of Sale,
Assignment and Assumption of Contracts and an Assignment and Assumption of
Leases in the form of EXHIBIT C-1 and EXHIBIT C-2, respectively, attached hereto
(collectively, the "ASSIGNMENT"), executed and acknowledged by Seller, vesting
in Purchaser, without warranty other than as set forth herein, Seller's right,
title and interest in and to the property described therein free of any claims,
except for the Permitted Exceptions to the extent applicable;

              7.3.3   CONVEYANCING OR TRANSFER TAX FORMS OR RETURNS. Such
conveyancing or transfer tax forms or returns, if any, as are required to be
delivered or signed by Seller by applicable state and local law in connection
with the conveyance of the Real Property;

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              7.3.4   FIRPTA. A Foreign Investment in Real Property Tax Act
affidavit in the form of EXHIBIT D hereto executed by Seller;

              7.3.5   AUTHORITY. Evidence of the existence, organization and
authority of Seller and of the authority of the persons executing documents on
behalf of Seller reasonably satisfactory to the underwriter for the Title
Policy;

              7.3.6   ADDITIONAL DOCUMENTS. Any additional documents that Escrow
Agent or the Title Company may reasonably require for the proper consummation of
the transaction contemplated by this Agreement (provided, however, no such
additional document shall expand any obligation, covenant, representation or
warranty of Seller or result in any new or additional obligation, covenant,
representation or warranty of Seller under this Agreement beyond those expressly
set forth in this Agreement); and

              7.3.7   TENANT ESTOPPEL CERTIFICATES. Tenant Estoppel Certificates
substantially in the form of EXHIBIT G-1 (or, if a tenant's Lease specifies or
contemplates another form of tenant estoppel certificate, then such other
specified or contemplated form) executed by tenants occupying not less than 90%
of the square feet in the Improvements leased to tenants. Seller shall not be
obligated to expend any funds in connection with obtaining any such tenant
estoppel certificates, and the failure of Seller to obtain any such tenant
estoppel certificates shall not be a breach or default hereunder. Seller shall
use commercially reasonable efforts to reconcile factual discrepancies between
the Tenant Estoppel Certificates and the Lease Files and Rent Roll so long as
Seller is not obligated to incur costs to do so. If Seller is unable to deliver
the tenant estoppel certificates referred to in this SECTION 7.3.7 in the manner
and time frames required hereby, including reconciliation of the same in the
manner described above, then Purchaser's sole remedies and recourses shall be
limited to either (a) waiving the requirement for the tenant estoppel
certificate(s) in question and proceeding to Closing without reduction of the
Purchase Price or (b) terminating this Agreement by immediate notification to
Seller, in which event this Agreement shall be terminated as provided for in
SECTION 10.2 even if it is determined that the Tenant Estoppel Certificates
cannot be obtained following the expiration of the Inspection Period. Either
decision must be made within three(3) business days of receipt of the Tenant
Estoppel Certificates or Purchaser will be deemed to have elected to proceed
under (a) above. The parties further agree that Seller may extend the Closing
for a period of up to but not in excess of fifteen (15) days in order to permit
Seller additional time to secure the requested Tenant Estoppel Certificates and
in such instance Purchaser cannot terminate until the expiration of the
aforesaid fifteen (15) day period.

              7.3.8   DECLARATION ESTOPPEL CERTIFICATES. Declaration Estoppel
Certificates substantially in the form of EXHIBIT G-2 executed by The Vons
Companies, Inc. and World Savings Bank, FSB. Seller shall not be obligated to
expend any funds in connection with obtaining any such Declaration Estoppel
Certificates, and the failure of Seller to obtain any such Declaration Estoppel
Certificates shall not be a breach or default hereunder. If Seller is unable to
deliver the Declaration Estoppel Certificates referred to in this SECTION 7.3.8,
then Purchaser's sole remedies and recourses shall be limited to either (a)
waiving the requirement for the Declaration Estoppel Certificates in question
and proceeding to Closing without reduction of the Purchase Price or (b)
terminating this Agreement by immediate notification to Seller, in which event
this Agreement shall be terminated as provided for in SECTION 10.2. Either
decision must

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
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be made within three (3) business days of receipt of the Declaration Estoppel
Certificates or Purchaser will be deemed to have elected to proceed under (a)
above. The parties further agree that Seller may extend the Closing for a period
of up to but not in excess of fifteen (15) days in order to permit Seller
additional time to secure the requested Declaration Estoppel Certificates.

       7.4    PURCHASER'S DELIVERIES IN ESCROW. As of or prior to the Closing
Date, Purchaser shall deliver in escrow to Escrow Agent the following:

              7.4.1   BILL OF SALE, ASSIGNMENT AND ASSUMPTION. The Assignment,
executed and acknowledged by Purchaser;

              7.4.2   ERISA LETTER. A letter to Seller in the form of EXHIBIT E
attached hereto duly executed by Purchaser, confirming that Purchaser is not
acquiring the Property with the assets of an employee benefit plan as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA")
and, in the event Purchaser is unable or unwilling to make such a
representation, Purchaser shall be deemed to be in default hereunder, and Seller
shall have the right to terminate this Agreement and to receive and retain the
Earnest Money;

              7.4.3   CONVEYANCING OR TRANSFER TAX FORMS OR RETURNS. Such
conveyancing or transfer tax forms or returns, if any, as are required to be
delivered or signed by Purchaser by applicable state and local law in connection
with the conveyance of Real Property;

              7.4.4   AUTHORITY. Evidence of the existence, organization and
authority of Purchaser and of the authority of the persons executing documents
on behalf of Purchaser reasonably satisfactory to the underwriter for the Title
Policy; and

              7.4.5   ADDITIONAL DOCUMENTS. Any additional documents that
Seller, Escrow Agent or the Title Company may reasonably require for the proper
consummation of the transaction contemplated by this Agreement (provided,
however, no such additional document shall expand any obligation, covenant,
representation or warranty of Purchaser or result in any new or additional
obligation, covenant, representation or warranty of Purchaser under this
Agreement beyond those expressly set forth in this Agreement).

       7.5    CLOSING STATEMENTS. As of or prior to the Closing Date, Seller and
Purchaser shall deposit with Escrow Agent executed closing statements consistent
with this Agreement in the form required by Escrow Agent.

       7.6    PURCHASE PRICE. At or before 1:00 p.m. local time on the Closing
Date, Purchaser shall deliver to Escrow Agent the Purchase Price, less the
Earnest Money that is applied to the Purchase Price, plus or minus applicable
prorations, in immediate, same-day U.S. federal funds wired for credit into
Escrow Agent's escrow account, which funds must be delivered in a manner to
permit Escrow Agent to deliver good funds to Seller or its designee on the
Closing Date (and, if requested by Seller, by wire transfer); in the event that
Escrow Agent is unable to deliver good funds to Seller or its designee on the
Closing Date, then the closing statements and related prorations will be revised
as necessary.

       7.7    POSSESSION. Seller shall deliver possession of the Property to
Purchaser at the Closing subject only to the Permitted Exceptions.

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       7.8    DELIVERY OF BOOKS AND RECORDS. After the Closing, Seller shall
deliver to the offices of Purchaser's property manager or to the Real Property
to the extent in Seller's or its property manager's possession or control: Lease
Files; License Agreements; maintenance records and warranties; plans and
specifications; licenses, permits and certificates of occupancy; copies or
originals of all books and records of account, contracts, and copies of
correspondence with tenants and suppliers; all advertising materials; booklets;
and keys.

       7.9    NOTICE TO TENANTS. Seller and Purchaser shall each execute, and
Purchaser shall deliver to each tenant immediately after the Closing, a notice
regarding the sale in substantially the form of EXHIBIT F attached hereto, or
such other form as may be required by applicable state law. This obligation on
the part of Purchaser shall survive the Closing.

                                    ARTICLE 8
                        PRORATIONS, DEPOSITS, COMMISSIONS

       8.1    PRORATIONS. At Closing, the following items shall be prorated as
of the date of Closing with all items of income and expense for the Property
being borne by Purchaser from and after (and including) the date of Closing:
"Tenant Receivables" and "Credits" (as each is defined below) and other income
and rents that have been collected by Seller as of Closing; fees and
assessments; prepaid expenses and obligations under Service Contracts; accrued
operating expenses; real and personal ad valorem taxes ("TAXES"); and any
assessments by private covenant for the then-current calendar year of Closing.
Specifically, the following shall apply to such prorations and to post-Closing
collections of Tenant Receivables:

              8.1.1   TAXES. If Taxes for the year of Closing are not known or
cannot be reasonably estimated, Taxes shall be prorated based on Taxes for the
year prior to Closing.

              8.1.2   UTILITIES. Purchaser shall take all steps necessary to
effectuate the transfer of all utilities to its name as of the Closing Date, and
where necessary, post deposits with the utility companies. Seller shall ensure
that all utility meters are read as of the Closing Date. Seller shall be
entitled to recover any and all deposits held by any utility company as of the
Closing Date.

              8.1.3   TENANT RECEIVABLES AND CREDITS. Rents due from tenants
under Leases and from tenants or licensees under License Agreements and
operating expenses and/or taxes payable by tenants under Leases (collectively,
"TENANT RECEIVABLES") and not collected by Seller as of Closing shall not be
prorated between Seller and Purchaser at Closing but shall be apportioned on the
basis of the period for which the same is payable and if, as and when collected,
as follows:

                      (a)    Tenant Receivables and other income received from
       tenants under Leases and/or tenants or licensees under License Agreements
       after Closing shall be applied in the following order of priority; (A)
       first, to payment of the current Tenant Receivables then due for the
       month in which the Closing Date occurs, which amount shall be apportioned
       between Purchaser and Seller as of the Closing Date as set forth in
       SECTION 8.1 hereof (with Seller's portion thereof to be delivered to
       Seller); (B) second, to payment of Tenant Receivables first coming due
       after Closing but applicable to the period

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Page 17



       of time before Closing, including, without limitation, the Tenant
       Receivables described in SECTION 8.1.3(c) (collectively, "UNBILLED TENANT
       RECEIVABLES"), which amount shall be delivered to Seller; (C) third, to
       Tenant Receivables first coming due after Closing and applicable to the
       period of time after Closing, which amount shall be retained by
       Purchaser; and (D) thereafter, to delinquent Tenant Receivables which
       were due and payable as of Closing but not collected by Seller as of
       Closing (collectively, "UNCOLLECTED DELINQUENT TENANT RECEIVABLES"),
       which amount shall be delivered to Seller. Notwithstanding the foregoing,
       Seller shall have the right to pursue the collection of Uncollected
       Delinquent Tenant Receivables for a period of one year after Closing
       without prejudice to Seller's rights or Purchaser's obligations
       hereunder, provided, however, Seller shall have no right to cause any
       such tenant or licensee to be evicted or to exercise any other "landlord"
       remedy (as set forth in such tenant's Lease or licensee's License
       Agreement) against such tenant other than to sue for collection. Any sums
       received by Purchaser to which Seller is entitled shall be held in trust
       for Seller on account of such past due rents payable to Seller, and
       Purchaser shall remit to Seller any such sums received by Purchaser to
       which Seller is entitled within ten business days after receipt thereof
       less reasonable, actual costs and expenses of collection, including
       reasonable attorneys' fees, court costs and disbursements, if any. Seller
       expressly agrees that if Seller receives any amounts after the Closing
       Date which are attributable, in whole or in part, to any period after the
       Closing Date, Seller shall remit to Purchaser that portion of the monies
       so received by Seller to which Purchaser is entitled within ten business
       days after receipt thereof. With respect to Unbilled Tenant Receivables,
       Purchaser covenants and agrees to (A) bill the same when billable and (B)
       cooperate with Seller to determine the correct amount of operating
       expenses and/or taxes due. The provisions of this SECTION 8.1.3(a) shall
       survive the Closing.

                      (b)    Purchaser and Seller further agree that Purchaser
       accepts the loss of rent for those portions of the space currently
       vacant. Seller agrees that at Closing, Purchaser shall be entitled to a
       credit (i) in an amount equal to $225.01 per day from the Closing through
       January 31, 2004, the date on which Savvy Enterprises, LLC ("SAVVY") is
       scheduled to commence payment of full rent, (ii) in an amount equal to
       $99.57 per day from the date of Closing through January 9, 2004, the date
       on which Kristine Skeate and Yanire Bentato (Pilates) is scheduled to
       commence payment of full rent, and (iii) in an amount equal to $143.50
       per day from the date of Closing through March 1, 2004, the date on which
       Exotic Thai, Inc. is scheduled to commence payment of full rent
       (collectively, the "CREDITS"). Further, any costs incurred in causing
       such tenants to finalize leases and commence occupancy including leasing
       commissions and tenant improvement costs of its space paying full rent
       from the Closing until such time as each such tenant has commenced full
       rental payment shall be borne by Seller. The parties agree that if Savvy
       does not commence full payment of rent on February 1, 2004, then $225.01
       per day shall be remitted from Seller to Purchaser for each day from
       February 1, 2004, through (x) the earlier of the date that Savvy does
       commence full rental payment or (y) the "CUT OFF DATE" (herein so
       called). The parties agree that if Kristine Skeate and Yanire Bentato
       (Pilates) do not commence full payment of rent on January 9, 2004, then
       $99.57 per day shall be remitted from Seller to Purchaser for each day
       from January 9, 2004 through (x) the earlier of the date on which such
       tenant commences full rental payment or (y) the Cut Off Date. The parties
       further agree that if Exotic Thai. Inc. does

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       not commence full payment of rent on March 1, 2004, then $143.50 per day
       shall be remitted (i) from Seller to Purchaser for each day from March 1,
       2004 through (x) the earlier of the date on which such tenant commences
       full rental payment or (y) the Cut Off Date, and (ii) from Purchaser to
       Seller for each day after such tenant commences full payment of rent
       subsequent to Closing but prior to March 1, 2004. If any of the aforesaid
       tenants commences to pay full rental following the Closing but prior to
       the date for which a Credit was calculated as a closing proration,
       Purchaser shall pay to Seller the portion of the Credit(s) from the
       earlier date the tenant commenced paying full rental and the date used to
       calculate the Credit. For purposes of this Section 8.1.3(b), the term
       "Cut Off Date" shall mean six (6) months from the date that the payment
       of full rent was scheduled to commence for each applicable lease as
       recited above. The obligations of each party pursuant to this SECTION
       8.1.3(b) shall expressly survive a Closing hereunder, and such
       obligations shall be fulfilled on or prior to the final adjustment after
       closing referenced in SECTION 8.4 below.

                      (c)    Without limiting the generality of the requirements
       of SECTION 8.1.3(a)(B) above, if the final reconciliation or
       determination of operating expenses and/or taxes due under the Leases
       shows that a net amount is owed by Seller to Purchaser, said amount shall
       be paid by Seller to Purchaser within ten business days of such final
       determination under the Leases. If the final determination of operating
       expenses and/or taxes due under the Leases shows that a net amount is
       owed by Purchaser to Seller, Purchaser shall, within ten business days of
       such final determination, remit said amount to Seller to the extent
       monies have been received by Purchaser from the tenant(s) in question.
       Purchaser agrees to receive and hold any monies received on account of
       such past due expenses and/or taxes in trust for Seller and to pay same
       promptly to Seller as aforesaid. The provisions of this SECTION 8.1.3(c)
       shall survive the Closing.

       8.2    LEASING COSTS. Seller agrees to pay or discharge at or prior to
Closing all leasing commissions, costs for tenant improvements, lease buyout
costs, moving allowances, design allowances, legal fees and other costs,
expenses and allowances incurred or accrued in order to induce a tenant to enter
into a Lease or Lease renewal or extension or to induce a licensee to enter into
a License Agreement (collectively, "LEASING COSTS") that are due and payable
prior to Closing with respect to Leases and License Agreements in force as of or
prior to the Effective Date; provided, however, that Seller shall have no
obligation to pay, and as of Closing Purchaser shall assume the obligation to
pay, all Leasing Costs payable with respect to any option to renew or option to
expand that has not been exercised prior to the Effective Date, which obligation
shall survive the Closing. Additionally, as of Closing, Purchaser shall assume
Seller's obligations for (a) Leasing Costs that are due and payable after
Closing with respect to Leases and License Agreements in force as of or prior to
the Effective Date, and (b) Leasing Costs incurred with respect to Leases and
Lease renewals and extensions and License Agreements and License Agreement
renewals and extensions executed subsequent to the Effective Date.

       8.3    CLOSING COSTS. Closing costs shall be allocated between Seller and
Purchaser in accordance with SECTION 1.2.

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       8.4    FINAL ADJUSTMENT AFTER CLOSING. If final bills are not available
or cannot be issued prior to Closing for any item being prorated under SECTION
8.1, then Purchaser and Seller agree to allocate such items on a fair and
equitable basis as soon as such bills are available, final adjustment to be made
as soon as reasonably possible after the Closing. Payments in connection with
the final adjustment shall be due within 30 days of written notice. All such
rights and obligations shall survive the Closing.

       8.5    TENANT DEPOSITS. All tenant and licensee security deposits
collected and not applied by Seller (and interest thereon if required by law or
contract) shall be transferred or credited to Purchaser at Closing. As of the
Closing, Purchaser shall assume Seller's obligations related to tenant and
licensee security deposits, but only to the extent they are credited or
transferred to Purchaser.

       8.6    COMMISSIONS. Seller shall be responsible to Broker for a real
estate sales commission at Closing (but only in the event of a Closing in strict
accordance with this Agreement) in accordance with a separate agreement between
Seller and Broker. Broker may share its commission with any other licensed
broker involved in this transaction, but the payment of the commission by Seller
to Broker shall fully satisfy any obligations of Seller to pay a commission
hereunder. Under no circumstances shall Seller owe a commission or other
compensation directly to any other broker, agent or person. Any cooperating
broker shall not be an affiliate, subsidiary or related in any way to Purchaser.
Other than as stated above in this SECTION 8.6, Seller and Purchaser each
represent and warrant to the other that no real estate brokerage commission is
payable to any person or entity in connection with the transaction contemplated
hereby, and each agrees to and does hereby indemnify and hold the other harmless
against the payment of any commission to any other person or entity claiming by,
through or under Seller or Purchaser, as applicable. This indemnification shall
extend to any and all claims, liabilities, costs and expenses (including
reasonable attorneys' fees and litigation costs) arising as a result of such
claims and shall survive the Closing.

       8.7    PCR/PROPERTY REPAIRS CREDIT. Purchaser acknowledges its receipt
and acceptance of the terms and conditions of the certain Property Condition
Report prepared by National Planning & Zoning Consulting Service updated April
18, 2002 with respect to the Property, PZR Site number 10808, and acknowledges
that it shall receive at Closing Credits of $8,000.00 for wood replacement,
$220,150.00 for roof replacement and $9,850.00 for sealing and striping the
parking lot in consideration for its acceptance of the aforesaid Report and its
waiver of rights to terminate this Agreement as a result of any additional
physical inspections of the Property.

                                    ARTICLE 9
                         REPRESENTATIONS AND WARRANTIES

       9.1    SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants to Purchaser that:

              9.1.1   ORGANIZATION AND AUTHORITY. Seller has been duly
organized, is validly existing, and is in good standing in the state in which it
was formed. Seller has the full right and authority and has obtained any and all
consents required to enter into this Agreement and to

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Page 20



consummate or cause to be consummated the transactions contemplated hereby. This
Agreement has been, and all of the documents to be delivered by Seller at the
Closing will be, authorized and executed and constitute, or will constitute, as
appropriate, the valid and binding obligation of Seller, enforceable in
accordance with their terms.

              9.1.2   CONFLICTS AND PENDING ACTIONS. There is no agreement to
which Seller is a party or, to Seller's knowledge, that is binding on Seller
which is in conflict with this Agreement. To Seller's knowledge, there is no
action or proceeding pending or threatened against Seller or relating to the
Property, which challenges or impairs Seller's ability to execute or perform its
obligations under this Agreement.

              9.1.3   TENANT LEASES. As of the Effective Date, EXHIBIT H lists
all tenants of the Property and the Lease Files include leases and amendments.
The Lease Files are true, correct, and complete as to the matters in Seller's
possession. To Seller's knowledge, except as disclosed on the Lease Files, no
tenant is in default, except as reflected therein, all tenants are in possession
and paying rent, and no concessions are required to be paid to tenants following
Closing. Seller has received no written notice from any tenant claiming default
by Seller or requesting rent concessions, offset, or abatement.

              9.1.4   SERVICE CONTRACTS AND LICENSE AGREEMENTS. To Seller's
knowledge, the list of Service Contracts and License Agreements to be delivered
to Purchaser pursuant to this Agreement will be correct and complete as of the
date of its delivery.

              9.1.5   NOTICES FROM GOVERNMENTAL AUTHORITIES. To Seller's
knowledge, Seller has not received from any governmental authority written
notice of any material violation of any laws applicable (or alleged to be
applicable) to the Real Property, or any part thereof, that has not been
corrected, except as may be reflected by the Property Documents or otherwise
disclosed in writing to Purchaser nor has Seller received notice from any
governmental authority stating that the Real Property would be subject to a
special assessment except as may be included in the Property Documents or Title
Commitment.

              9.1.6   CONDEMNATION. To Seller's knowledge, no condemnation or
similar proceedings have been instituted or threatened against the Land or any
part thereof, and Seller has not received notice of any such proceedings.

              9.1.7   FINANCIAL COVENANT. For a period of not less than six
months following closing, Seller will maintain a net worth of not less than
$250,000.00.

              9.1.8   NOTICES OF ENVIRONMENTAL LIENS OR VIOLATIONS. To Seller's
knowledge, Seller has not received from any governmental authority written
notice of any violation of any applicable environmental laws (or alleged to be
applicable) or environmental liens relating to the Real Property, or any part
thereof, except as may be reflected by the Property Documents or otherwise
disclosed in writing to Purchaser.

       9.2    PURCHASER'S REPRESENTATIONS AND WARRANTIES. Purchaser represents
and warrants to Seller that:

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 21



              9.2.1   ORGANIZATION AND AUTHORITY. Purchaser has been duly
organized and is validly existing as a corporation in good standing in the State
of Illinois and is qualified to do business in the state in which the Real
Property is located. Purchaser has the full right and authority and has obtained
any and all consents required to enter into this Agreement and to consummate or
cause to be consummated the transactions contemplated hereby. This Agreement has
been, and all of the documents to be delivered by Purchaser at the Closing will
be, authorized and properly executed and constitute, or will constitute, as
appropriate, the valid and binding obligation of Purchaser, enforceable in
accordance with their terms.

              9.2.2   CONFLICTS AND PENDING ACTION. There is no agreement to
which Purchaser is a party or to Purchaser's knowledge binding on Purchaser
which is in conflict with this Agreement. There is no action or proceeding
pending or, to Purchaser's knowledge, threatened against Purchaser which
challenges or impairs Purchaser's ability to execute or perform its obligations
under this Agreement.

              9.2.3   ERISA. Purchaser is not an employee benefit plan (a
"PLAN") subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "CODE"), assets of a Plan are not being used to acquire the
Property, Purchaser is not a "party in interest" (as that term is defined in
Section 3(14) of ERISA) with respect to any Plan that is an investor in Seller,
and Purchaser's acquisition of the Property will not constitute or result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.

              9.2.4   PROHIBITED PERSONS AND TRANSACTIONS. Neither Purchaser nor
any of its affiliates, nor any of their respective partners, members,
shareholders or other equity owners, and none of their respective employees,
officers, directors, representatives or agents is, nor will they become, a
person or entity with whom U.S. persons or entities are restricted from doing
business under regulations of the Office of Foreign Asset Control ("OFAC") of
the Department of the Treasury (including those named on OFAC's Specially
Designated and Blocked Persons List) or under any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support
Terrorism), or other governmental action and is not and will not engage in any
dealings or transactions or be otherwise associated with such persons or
entities.

              9.2.5   NO FINANCING CONTINGENCY. Purchaser represents and
warrants, and confirms, to Seller that its obligations hereunder are expressly
not contingent upon the securing of financing in order to consummate the
transaction contemplated hereby within the time frames specified herein.
Purchaser further warrants that it has cash sufficient to consummate the
transaction contemplated hereby. Therefore, Purchaser has no rights to either
terminate this Agreement as a result of financing contingency or to extend the
date of Closing as a result of its need to comply with the requirements of a
loan or equity source.

       9.3    SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations
and warranties set forth in this Agreement are made as of the Effective Date and
are remade as of the Closing Date and shall not be deemed to be merged into or
waived by the instruments of Closing, but shall survive the Closing for a period
of nine months (the "SURVIVAL PERIOD"). Terms such as "TO SELLER'S KNOWLEDGE,"
"TO THE BEST OF SELLER'S KNOWLEDGE" or like phrases mean the actual

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 22



present and conscious awareness or knowledge of Michael Wenaas ("SELLER'S
REPRESENTATIVES"), without any duty of inquiry or investigation; provided that
so qualifying Seller's knowledge shall in no event give rise to any personal
liability on the part of Seller's Representatives, or any of them, or any other
officer or employee of Seller, on account of any breach of any representation or
warranty made by Seller herein. Said terms do not include constructive
knowledge, imputed knowledge, or knowledge Seller or such persons do not have
but could have obtained through further investigation or inquiry. No broker,
agent, or party other than Seller is authorized to make any representation or
warranty for or on behalf of Seller. Each party shall have the right to bring an
action against the other on the breach of a representation or warranty
hereunder, but only on the following conditions: (a) the party bringing the
action for breach first learns of the breach after Closing, and (b) neither
party shall have the right to bring a cause of action for a breach of a
representation or warranty unless the damage to such party on account of such
breach (individually or when combined with damages from other breaches) equals
or exceeds $10,000.00. Neither party shall have any liability after Closing for
the breach of a representation or warranty hereunder of which the other party
hereto had knowledge as of Closing. Notwithstanding any other provision of this
Agreement, any agreement contemplated by this Agreement, or any rights which
Purchaser might otherwise have at law, equity, or by statute, whether based on
contract or some other claim, Purchaser agrees that any liability of Seller to
Purchaser will be limited to $500,000.00. The provisions of this SECTION 9.3
shall survive the Closing. Any breach of a representation or warranty that
occurs prior to Closing shall be governed by ARTICLE 10.

                                   ARTICLE 10
                              DEFAULT AND REMEDIES

       10.1   SELLER'S REMEDIES. If Purchaser fails to consummate the purchase
of the Property pursuant to this Agreement as a result of Purchaser's default
hereunder, Seller shall be entitled, as its sole remedy, to terminate this
Agreement and recover the Earnest Money as liquidated damages and not as
penalty, in full satisfaction of claims against Purchaser hereunder. Seller and
Purchaser agree that Seller's damages resulting from Purchaser's failure to
consummate the purchase of the Property are difficult, if not impossible, to
determine and the Earnest Money is a fair estimate of those damages, which has
been agreed to in an effort to cause the amount of such damages to be certain.
If Purchaser defaults on its obligations hereunder at or prior to Closing other
than failing to consummate the purchase of the Property pursuant to this
Agreement, or if prior to Closing any one or more of Purchaser's representations
or warranties are breached in any material respect, and such default or breach
is not cured by the earlier of the third (3rd) business day after written notice
thereof from Seller or the Closing Date (except no notice or cure period shall
apply if Purchaser fails to consummate the purchase of the Property hereunder),
then INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, shall be
liable to Seller for any and all claims, demands, liabilities (including strict
liability), losses, damages (including consequential damages), causes of action,
judgments, penalties, fines, costs and expenses (including fees, costs and
expenses of attorneys, consultants, contractors, experts and laboratories), of
any and every kind of character, contingent or otherwise, matured or unmatured,
known or unknown, forseeable or unforeseeable, whether or not ultimately
defeated, and the settlement of any claim or judgment including all value paid
or given in settlement as a result of such default. Notwithstanding anything in
this SECTION 10.1 or in EXHIBIT I to the contrary, in the event of Purchaser's
default or a termination of this Agreement, Seller shall have all remedies

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 23



available at law or in equity in the event Purchaser or any party related to or
affiliated with Purchaser is asserting any claims or right to the Property that
would otherwise delay or prevent Seller from having clear, indefeasible and
marketable title to the Property, and in said event Seller shall not be required
to submit such matter to arbitration as contemplated by EXHIBIT I. If Closing is
consummated, Seller shall have all remedies available at law or in equity in the
event Purchaser fails to perform any obligation of Purchaser under this
Agreement not cured by Purchaser within three (3) business days after written
notice from Seller to Purchaser of the breach of the Obligation. The obligations
of Inland Real Estate Acquisitions, Inc. set forth in this SECTION 10.1 shall be
an obligation of Inland Real Estate Acquisitions, Inc., which expressly survive
Closing hereunder.

       10.2   PURCHASER'S REMEDIES. If Seller fails to consummate the sale of
the Property pursuant to this Agreement or otherwise defaults on its obligations
hereunder at or prior to Closing for any reason except failure by Purchaser to
perform hereunder, or if prior to Closing any one or more of Seller's
representations or warranties are breached in any material respect, and such
default or breach is not cured by the earlier of the third (3rd) business day
after written notice thereof from Purchaser or the Closing Date (Purchaser
hereby agreeing to give such written notice to Seller within five business days
after Purchaser first learns of any such default or breach by Seller, except no
notice or cure period shall apply if Seller fails to consummate the sale of the
Property hereunder), Purchaser shall elect, as its sole remedy, either to (a)
terminate this Agreement by giving Seller timely written notice of such election
prior to or at Closing and recover the Earnest Money, (b) enforce specific
performance to consummate the sale of the Property hereunder, or (c) waive said
failure or breach and proceed to Closing without any reduction in the Purchase
Price. Notwithstanding anything herein to the contrary, Purchaser shall be
deemed to have elected to terminate this Agreement if Purchaser fails to deliver
to Seller written notice of its intent to file a claim or assert a cause of
action for specific performance against Seller on or before thirty business days
following the scheduled Closing Date or, having given such notice, fails to
commence an arbitration resolution of the dispute in accordance with the
requirements hereof following the scheduled Closing Date. Purchaser's remedies
shall be limited to those described in this SECTION 10.2 and SECTIONS 10.3 and
10.4 hereof. IN NO EVENT SHALL SELLER'S DIRECT OR INDIRECT PARTNERS,
SHAREHOLDERS, OWNERS OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF
THE FOREGOING, OR ANY AFFILIATE OR CONTROLLING PERSON THEREOF HAVE ANY LIABILITY
FOR ANY CLAIM, CAUSE OF ACTION OR OTHER LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON LAW, STATUTE,
EQUITY OR OTHERWISE.

       10.3   ATTORNEYS' FEES. In the event either party hereto employs an
attorney in connection with claims by one party against the other arising from
the operation of this Agreement, the non-prevailing party shall pay the
prevailing party all reasonable fees and expenses, including attorneys' fees,
incurred in connection with such claims.

       10.4   OTHER EXPENSES. If this Agreement is terminated due to the default
of a party, then the defaulting party shall pay any fees or charges due to
Escrow Agent for holding the Earnest Money as well as any escrow cancellation
fees or charges and any fees or charges due to the Title Company for preparation
and/or cancellation of the Title Commitment.

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 24



                                   ARTICLE 11
                       DISCLAIMERS. RELEASE AND INDEMNITY

       11.1   DISCLAIMERS BY SELLER. Except as expressly set forth in this
Agreement, it is understood and agreed that Seller and Seller's agents or
employees have not at any time made and are not now making, and they
specifically disclaim, any warranties, representations or guaranties of any kind
or character, express or implied, with respect to the Property, including, but
not limited to, warranties, representations or guaranties as to (a) matters of
title (other than Seller's special warranty of title to be contained in the
Deed), (b) environmental matters relating to the Property or any portion
thereof, including, without limitation, the presence of Hazardous Materials in,
on, under or in the vicinity of the Property, (c) geological conditions,
including, without limitation, subsidence, subsurface conditions, water table,
underground water reservoirs, limitations regarding the withdrawal of water, and
geologic faults and the resulting damage of past and/or future faulting, (d)
whether, and to the extent to which the Property or any portion thereof is
affected by any stream (surface or underground), body of water, wetlands, flood
prone area, flood plain, floodway or special flood hazard, (e) drainage, (f)
soil conditions, including the existence of instability, past soil repairs, soil
additions or conditions of soil fill, or susceptibility to landslides, or the
sufficiency of any undershoring, (g) the presence of endangered species or any
environmentally sensitive or protected areas, (h) zoning or building
entitlements to which the Property or any portion thereof may be subject, (i)
the availability of any utilities to the Property or any portion thereof
including, without limitation, water, sewage, gas and electric, (j) usages of
adjoining property, (k) access to the Property or any portion thereof, (l) the
value, compliance with the plans and specifications, size, location, age, use,
design, quality, description, suitability, structural integrity, operation,
title to, or physical or financial condition of the Property or any portion
thereof, or any income, expenses, charges, liens, encumbrances, rights or claims
on or affecting or pertaining to the Property or any part thereof, (m) the
condition or use of the Property or compliance of the Property with any or all
past, present or future federal, state or local ordinances, rules, regulations
or laws, building, fire or zoning ordinances, codes or other similar laws, (n)
the existence or non-existence of underground storage tanks, surface
impoundments, or landfills, (o) any other matter affecting the stability and
integrity of the Property, (p) the potential for further development of the
Property, (q) the merchantability of the Property or fitness of the Property for
any particular purpose, (r) the truth, accuracy or completeness of the Property
Documents, (s) tax consequences, or (t) any other matter or thing with respect
to the Property.

       11.2   SALE "AS IS, WHERE IS". Purchaser acknowledges and agrees that
upon Closing, Seller shall sell and convey to Purchaser and Purchaser shall
accept the Property "AS IS, WHERE IS, WITH ALL FAULTS," except to the extent
expressly provided otherwise in this Agreement and any document executed by
Seller and delivered to Purchaser at Closing. Except as expressly set forth in
this Agreement, Purchaser has not relied and will not rely on, and Seller has
not made and is not liable for or bound by, any express or implied warranties,
guarantees, statements, representations or information pertaining to the
Property or relating thereto (including specifically, without limitation,
Property information packages distributed with respect to the Property) made or
furnished by Seller, or any property manager, real estate broker, agent or third
party representing or purporting to represent Seller, to whomever made or given,
directly or indirectly, orally or in writing. Purchaser represents that it is a
knowledgeable, experienced and sophisticated purchaser of real estate and that,
except as expressly set forth in

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 25



this Agreement, it is relying solely on its own expertise and that of
Purchaser's consultants in purchasing the Property and shall make an independent
verification of the accuracy of any documents and information provided by
Seller. Purchaser will conduct such inspections and investigations of the
Property as Purchaser deems necessary, including, but not limited to, the
physical and environmental conditions thereof, and shall rely upon same. By
failing to terminate this Agreement prior to the expiration of the Inspection
Period, Purchaser acknowledges that Seller has afforded Purchaser a full
opportunity to conduct such investigations of the Property as Purchaser deemed
necessary to satisfy itself as to the condition of the Property and the
existence or non-existence or curative action to be taken with respect to any
Hazardous Materials on or discharged from the Property, and will rely solely
upon same and not upon any information provided by or on behalf of Seller or its
agents or employees with respect thereto, other than such representations,
warranties and covenants of Seller as are expressly set forth in this Agreement.
Upon Closing, Purchaser shall assume the risk that adverse matters, including,
but not limited to, adverse physical or construction defects or adverse
environmental, health or safety conditions, may not have been revealed by
Purchaser's inspections and investigations. Purchaser hereby represents and
warrants to Seller that: (a) Purchaser is represented by legal counsel in
connection with the transaction contemplated by this Agreement; and (b)
Purchaser is purchasing the Property for business, commercial, investment or
other similar purpose and not for use as Purchaser's residence. Purchaser waives
any and all rights or remedies it may have or be entitled to, deriving from
disparity in size or from any significant disparate bargaining position in
relation to Seller.

       11.3   SELLER RELEASED FROM LIABILITY. Purchaser acknowledges that it
will have the opportunity to inspect the Property during the Inspection Period,
and during such period, observe its physical characteristics and existing
conditions and the opportunity to conduct such investigation and study on and of
the Property and adjacent areas as Purchaser deems necessary, and Purchaser
hereby FOREVER RELEASES AND DISCHARGES Seller from all responsibility and
liability, including without limitation, liabilities under the Comprehensive
Environmental Response, Compensation and Liability Act Of 1980 (42 U.S.C.
Sections 9601 et seq.), as amended ("CERCLA"), regarding the condition,
valuation, salability or utility of the Property, or its suitability for any
purpose whatsoever (including, but not limited to, with respect to the presence
in the soil, air, structures and surface and subsurface waters, of Hazardous
Materials or other materials or substances that have been or may in the future
be determined to be toxic, hazardous, undesirable or subject to regulation and
that may need to be specially treated, handled and/or removed from the Property
under current or future federal, state and local laws, regulations or
guidelines, and any structural and geologic conditions, subsurface soil and
water conditions and solid and hazardous waste and Hazardous Materials on,
under, adjacent to or otherwise affecting the Property). Purchaser further
hereby WAIVES (and by Closing this transaction will be deemed to have WAIVED)
any and all objections and complaints (including, but not limited to, federal,
state and local statutory and common law based actions, and any private right of
action under any federal, state or local laws, regulations or guidelines to
which the Property is or may be subject, including, but not limited to, CERCLA)
concerning the physical characteristics and any existing conditions of the
Property. Purchaser further hereby assumes the risk of changes in applicable
laws and regulations relating to past, present and future environmental
conditions on the Property and the risk that adverse physical characteristics
and conditions, including, without limitation, the presence of Hazardous
Materials or other contaminants, may not have been revealed by its
investigation. Notwithstanding the foregoing,

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 26



Purchaser is not assuming responsibility for any environmental condition which
occurred during the term of Seller's ownership of which Seller had actual
knowledge and failed to disclose to Purchaser either through the terms and
provisions of this Agreement or through the Environmental Reports which
Purchaser was provided and/or obtained in the course of its due diligence.

       11.4   "HAZARDOUS MATERIALS" DEFINED. For purposes hereof, "HAZARDOUS
MATERIALS" means "Hazardous Material," "Hazardous Substance," "Pollutant or
Contaminant," and "Petroleum" and "Natural Gas Liquids," as those terms are
defined or used in Section 101 of CERCLA, and any other substances regulated
because of their effect or potential effect on public health and the
environment, including, without limitation, PCBs, lead paint, asbestos, urea
formaldehyde, radioactive materials, putrescible materials, and infectious
materials.

       11.5   INDEMNITY. Purchaser agrees to indemnify, defend and hold Seller
harmless of and from any and all liabilities, claims, demands, and expenses of
any kind or nature which arise or accrue after Closing and which are in any way
related to the ownership, maintenance, or operation of the Property by Purchaser
and its successors and assigns, including, without limitation, in connection
with Hazardous Materials.

       11.6   SURVIVAL. The terms and conditions of this ARTICLE 11 shall
expressly survive the Closing, not merge with the provisions of any closing
documents and shall be incorporated into the Deed.

       Purchaser acknowledges and agrees that the disclaimers and other
agreements set forth herein are an integral part of this Agreement and that
Seller would not have agreed to sell the Property to Purchaser for the Purchase
Price without the disclaimers and other agreements set forth above.

                                   ARTICLE 12
                                  MISCELLANEOUS

       12.1   PARTIES BOUND: ASSIGNMENT. This Agreement, and the terms,
covenants, and conditions herein contained, shall inure to the benefit of and be
binding upon the heirs, personal representatives, successors, and assigns of
each of the parties hereto. Purchaser may assign its rights under this Agreement
upon the following conditions: (a) the assignee of Purchaser must be an entity
controlling, controlled by, or under common control with Purchaser, (b) all of
the Earnest Money must have been delivered in accordance herewith, (c) the
Inspection Period shall be deemed to have ended, (d) the assignee of Purchaser
shall assume all obligations of Purchaser hereunder, but Purchaser shall remain
primarily liable for the performance of Purchaser's obligations, including,
without limitation, all matters under SECTION 10.1 above, (e) a copy of the
fully executed written assignment and assumption agreement shall be delivered to
Seller at least ten days prior to Closing, and (f) the requirements in SECTION
12.17 are satisfied.

       12.2   HEADINGS. The article, section, subsection, paragraph and/or other
headings of this Agreement are for convenience only and in no way limit or
enlarge the scope or meaning of the language hereof.

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 27



       12.3   INVALIDITY AND WAIVER. If any portion of this Agreement is held
invalid or inoperative, then so far as is reasonable and possible the remainder
of this Agreement shall be deemed valid and operative, and, to the greatest
extent legally possible, effect shall be given to the intent manifested by the
portion held invalid or inoperative. The failure by either party to enforce
against the other any term or provision of this Agreement shall not be deemed to
be a waiver of such party's right to enforce against the other party the same or
any other such term or provision in the future.

       12.4   GOVERNING LAW. This Agreement shall, in all respects, be governed,
construed, applied, and enforced in accordance with the law of the state in
which the Real Property is located.

       12.5   SURVIVAL. The provisions of this Agreement that contemplate
performance after the Closing and the obligations of the parties not fully
performed at the Closing (other than any unfulfilled closing conditions which
have been waived or deemed waived by the other party) shall survive the Closing
and shall not be deemed to be merged into or waived by the instruments of
Closing.

       12.6   ENTIRETY AND AMENDMENTS. This Agreement embodies the entire
agreement between the parties and supersedes all prior agreements and
understandings relating to the Property. This Agreement may be amended or
supplemented only by an instrument in writing executed by the party against whom
enforcement is sought. All Exhibits attached hereto are incorporated herein by
this reference for all purposes.

       12.7   TIME. Time is of the essence in the performance of this Agreement.

       12.8   CONFIDENTIALITY. Purchaser shall make no public announcement or
disclosure of any information related to this Agreement to outside brokers or
third parties, before or after the Closing, without the prior written specific
consent of Seller; provided, however, that Purchaser may, subject to the
provisions of SECTION 4.7, make disclosure of this Agreement to its Permitted
Outside Parties as necessary to perform its obligations hereunder and as may be
required under laws or regulations applicable to Purchaser. Following the
Closing, Purchaser may make a public announcement or disclosure so long as such
public announcement or disclosure to parties other than the Permitted Outside
Parties does not disclose the Purchase Price paid or other financial terms.

       12.9   NO ELECTRONIC TRANSACTIONS. The parties hereby acknowledge and
agree this Agreement shall not be executed, entered into, altered, amended or
modified by electronic means. Without limiting the generality of the foregoing,
the parties hereby agree the transactions contemplated by this Agreement shall
not be conducted by electronic means, except as specifically set forth in the
"Notices" section of this Agreement.

       12.10  NOTICES. All notices required or permitted hereunder shall be in
writing and shall be served on the parties at the addresses set forth in SECTION
1.3. Any such notices shall, unless otherwise provided herein, be given or
served (a) by depositing the same in the United States mail, postage paid,
certified and addressed to the party to be notified, with return receipt
requested, (b) by overnight delivery using a nationally recognized overnight
courier, (c) by

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 28



personal delivery, (d) by facsimile transmission during normal business hours
with a confirmation copy delivered by another method permitted under this
SECTION 12.10, or (e) by electronic mail addressed to the electronic mail
address set forth in SECTION 1.3 for the party to be notified with a
confirmation copy delivered by another method permitted under this SECTION
12.10. Notice given in accordance herewith for all permitted forms of notice
other than by electronic mail, shall be effective upon the earlier to occur of
actual delivery to the address of the addressee or refusal of receipt by the
addressee. Notice given by electronic mail in accordance herewith shall be
effective upon the entrance of such electronic mail into the information
processing system designated by the recipient's electronic mail address. Except
for facsimile and electronic mail notices as described above, no notice
hereunder shall be effective if sent or delivered by electronic means. In no
event shall this Agreement be altered, amended or modified by electronic mail or
electronic record. A party's address may be changed by written notice to the
other party; provided, however, that no notice of a change of address shall be
effective until actual receipt of such notice. Copies of notices are for
informational purposes only, and a failure to give or receive copies of any
notice shall not be deemed a failure to give notice. Notices given by counsel to
the Purchaser shall be deemed given by Purchaser and notices given by counsel to
the Seller shall be deemed given by Seller.

       12.11  CONSTRUCTION. The parties acknowledge that the parties and their
counsel have reviewed and revised this Agreement and agree that the normal rule
of construction - to the effect that any ambiguities are to be resolved against
the drafting party - shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.

       12.12  CALCULATION OF TIME PERIODS. Unless otherwise specified, in
computing any period of time described herein, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included, unless such last day is a
Saturday, Sunday or legal holiday for national banks in the location where the
Property is located, in which event the period shall run until the end of the
next day which is neither a Saturday, Sunday, or legal holiday. The last day of
any period of time described herein shall be deemed to end at 5:00 p.m. local
time in the state in which the Real Property is located.

       12.13  EXECUTION IN COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and all
of such counterparts shall constitute one Agreement. To facilitate execution of
this Agreement, the parties may execute and exchange by telephone facsimile
counterparts of the signature pages, provided that executed originals thereof
are forwarded to the other party on the same day by any of the delivery methods
set forth in SECTION 12.9 other than facsimile.

       12.14  NO RECORDATION. Without the prior written consent of Seller, there
shall be no recordation of either this Agreement or any memorandum hereof, or
any affidavit pertaining hereto, and any such recordation of this Agreement or
memorandum or affidavit by Purchaser without the prior written consent of Seller
shall constitute a default hereunder by Purchaser, whereupon Seller shall have
the remedies set forth in SECTION 10.1 hereof. In addition to any such remedies,
Purchaser shall be obligated to execute an instrument in recordable form
releasing this Agreement or memorandum or affidavit, and Purchaser's obligations
pursuant to this SECTION 12.14 shall survive any termination of this Agreement
as a surviving obligation.

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 29



       12.15  FURTHER ASSURANCES. In addition to the acts and deeds recited
herein and contemplated to be performed, executed and/or delivered by either
party at Closing, each party agrees to perform, execute and deliver, but without
any obligation to incur any additional liability or expense, on or after the
Closing any further deliveries and assurances as may be reasonably necessary to
consummate the transactions contemplated hereby or to further perfect the
conveyance, transfer and assignment of the Property to Purchaser.

       12.16  DISCHARGE OF OBLIGATIONS. The acceptance of the Deed by Purchaser
shall be deemed to be a full performance and discharge of every representation
and warranty made by Seller herein and every agreement and obligation on the
part of Seller to be performed pursuant to the provisions of this Agreement,
except those which are herein specifically stated to survive Closing.

       12.17  ERISA. Under no circumstances shall Purchaser have the right to
assign this Agreement to any person or entity owned or controlled by an employee
benefit plan if Seller's sale of the Property to such person or entity would, in
the reasonable opinion of Seller's ERISA advisors or consultants, create or
otherwise cause a "prohibited transaction" under ERISA. In the event Purchaser
assigns this Agreement or transfers any ownership interest in Purchaser, and
such assignment or transfer would make the consummation of the transaction
hereunder a "prohibited transaction" under ERISA and necessitate the termination
of this Agreement then, notwithstanding any contrary provision which may be
contained herein, Seller shall have the right to terminate this Agreement.

       12.18  NO THIRD PARTY BENEFICIARY. The provisions of this Agreement and
of the documents to be executed and delivered at Closing are and will be for the
benefit of Seller and Purchaser only and are not for the benefit of any third
party, and accordingly, no third party shall have the right to enforce the
provisions of this Agreement or of the documents to be executed and delivered at
Closing, except that a tenant of the Property may enforce Purchaser's indemnity
obligation under SECTION 4.10 hereof.

       12.19  REPORTING PERSON. Purchaser and Seller hereby designate the Title
Company as the "reporting person" pursuant to the provisions of Section 6045(e)
of the Internal Revenue Code of 1986, as amended.

       12.20  MANDATORY ARBITRATION. The parties have agreed to submit disputes
to mandatory arbitration in accordance with the provisions of EXHIBIT I attached
hereto and made a part hereof for all purposes. Each of Seller and Purchaser
waives the right to commence an action in connection with this Agreement in any
court and expressly agrees to be bound by the decision of the arbitrators
determined in EXHIBIT I attached hereto. The waiver of this SECTION 12.20 will
not prevent Seller or Purchaser from commencing an action in any court for the
sole purposes of enforcing the obligation of the other party to submit to
binding arbitration or the enforcement of an award granted by arbitration herein
or as expressly permitted by SECTION 10.1 hereof.

       12.21  LIKE-KIND EXCHANGE. Purchaser may consummate the purchase of the
Property as part of a so-called like-kind exchange (the "EXCHANGE") pursuant to
Section 1031 of the Internal Revenue Code of 1986, as amended, provided that (a)
Purchaser shall notify Seller in writing no

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 30



later than ten days before Closing that it intends to consummate this
transaction as part of an Exchange, and shall provide with such notice all
material information relating to the parties and properties to the Exchange; (b)
all costs, fees, and expenses attendant to the Exchange shall be the sole
responsibility of Purchaser, and Purchaser shall indemnify and hold harmless
Seller from and against any such costs, fees, and expenses; (c) the Closing
shall not be delayed or affected by reason of the Exchange nor shall the
consummation or accomplishment of the Exchange be a condition precedent or
condition subsequent to Purchaser's obligations and covenants under this
Agreement; and (d) Seller shall not be required to acquire or hold title to any
real property other than the Property for purposes of consummating the Exchange.
Purchaser agrees to defend, indemnify and hold Seller harmless from any
liability, damages, or costs, including (without limitation) reasonable
attorneys' fees, that may result from Seller's acquiescence to the Exchange.
Seller shall not, by this Agreement or acquiescence to the Exchange, (1) have
its rights under this Agreement, including (without limitation) those that
survive Closing, affected or diminished in any manner or (2) be responsible for
compliance with or be deemed to have warranted to Purchaser that the Exchange in
fact complies with Section 1031 of the Internal Revenue Code of 1986, as
amended. The terms of this Section shall survive Closing.

       12.22  POST-CLOSING AUDIT. Seller acknowledges that subsequent to
Closing, Purchaser desires to conduct an audit of operating records for the
Property for the calendar year ended on December 31 immediately prior to the
Closing or if Closing occurs in calendar year 2003 for the portion of calendar
2002 that the Seller owned the Property. Seller agrees to reasonably cooperate
with Purchaser, without incurring additional costs, and make available for
review such Property Information not previously provided to Purchaser that is
necessary for such audit, to the extent such Property Information in the
possession of Seller or its property management company. Prior to Closing,
Purchaser shall provide to Seller the list of information Purchaser will need in
order to accomplish such audit.

                    [SIGNATURE PAGES AND EXHIBITS TO FOLLOW]

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 31



                         SIGNATURE PAGE TO AGREEMENT OF
                                PURCHASE AND SALE
                                 BY AND BETWEEN
                         CH REALTY II/NORTH RANCH, L.P.
                                       AND
                      INLAND REAL ESTATE ACQUISITIONS, INC.

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year written below.

                                     SELLER:

                                     CH REALTY II/NORTH RANCH, L.P.,
                                     a Delaware limited partnership

                                     By: CH Realty II/Retail GP, L.L.C.,
                                         a Delaware limited liability company,
                                         its General Partner

                                         By: Crow Holdings Managers, L.L.C.,
                                             a Texas limited liability company,
                                             its Manager


Date executed by Seller                      By:  /s/ Robert A. McClain
                                                -----------------------------
       12-17-03                              Name:  Robert A. McClain
- -----------------------                           ---------------------------
                                             Title:  Vice President
                                                   --------------------------


                                     PURCHASER:

                                     INLAND REAL ESTATE ACQUISITIONS, INC.,
                                     an Illinois corporation


Date executed by Purchaser           By:  /s/ Joseph Cosenza
                                        ----------------------------------------
Dec 16, 2003                         Name:     JOSEPH COSENZA
- -------------                             --------------------------------------
                                     Title:    PRESIDENT
                                           -------------------------------------

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 32



LIST OF EXHIBITS

A      -    Legal Description of Real Property

B      -    Special Warranty Deed

C-1    -    Bill of Sale, Assignment and Assumption of Contracts

C-2    -    Assignment and Assumption of Leases

D      -    FIRPTA Certificate

E      -    ERISA Letter

F      -    Notice to Tenants

G-1    -    Tenant Estoppel Certificate

G-2    -    Declaration Estoppel

H      -    List of Tenants

I      -    Mandatory Arbitration

J      -    Required Endorsements

PURCHASE AND SALE AGREEMENT -North Ranch Pavilions, Thousand Oaks, California -
Page 33



                                    EXHIBIT A

                                LEGAL DESCRIPTION

PARCEL A

Parcels 3 through 6, inclusive, as shown on a Parcel Map LD-591, in the City of
Thousand Oaks, County of Ventura, State of California, filed May 21, 1990 in
Book 50, Pages 1 and 2 of Parcel Maps in the Office of the county Recorder of
said county.

Except all oil, gas and other hydrocarbon substances lying within and under that
portion of said land lying below a dept of 500 feet measured vertically from the
surface of said land, without, however, any right to enter upon the surface of
said land nor into that portion of the subsurface thereof lying above a depth of
500 feet measured vertically from said surface.

PARCEL B

Lot 162 of Tract 3507-3 in the City of Thousand Oaks, County of Ventura, State
of California, as per map recorded in Book 96, Pages 77 to 85 inclusive of maps,
in the Office of the County Recorder of said county.

Except all oil, gas and other hydrocarbon substances lying within and under that
portion of said land lying below a dept of 500 feet measured vertically from the
surface of said land, without, however, any right to enter upon the surface of
said land nor into that portion of the subsurface thereof lying above a depth of
500 feet measured vertically from said surface.

PARCEL C

Those interests retained for ingress and egress and specifically described as
Strips "A", "B" and "C" as contained in that certain map filed May 21, 1990 in
Book 50, Pages 1 and 2 of Parcel Maps in the Office of the County Recorder of
said county.

EXHIBIT A, Legal Description - Page 1



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                    EXHIBIT B

                              SPECIAL WARRANTY DEED

THE STATE OF _________     Section
                           Section               KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ___________      Section

       ________________________, a _____________________ ("GRANTOR"), for and in
consideration of the sum of $10.00 and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, has GRANTED,
BARGAINED, SOLD, and CONVEYED and by these presents does GRANT, BARGAIN, SELL,
and CONVEY unto __________________, a __________________ ("GRANTEE") the tract
or parcel of land in __________ County, ____________, described in EXHIBIT A,
together with all rights, titles, and interests appurtenant thereto including,
without limitation, Grantor's interest, if any, in any and all adjacent streets,
alleys, rights of way and any adjacent strips and gores (such land and interests
are hereinafter collectively referred to as the "PROPERTY").

       This Special Warranty Deed and the conveyance hereinabove set forth is
executed by Grantor and accepted by Grantee subject to all easements,
restrictions, reservations and covenants now of record and further subject to
all matters that a current, accurate survey of the Property would show [WILL ADD
SPECIFIC REFERENCE ONCE SURVEY IS IDENTIFIED], together with the matters
described in EXHIBIT B attached hereto and incorporated herein by this
reference, to the extent the same are validly existing and applicable to the
Property (hereinafter referred to collectively as the "PERMITTED EXCEPTIONS").

       Grantee acknowledges that Grantee has independently and personally
inspected the Property. The Property is hereby conveyed to and accepted by
Grantee in its present condition, "AS IS, WITH ALL FAULTS, AND WITHOUT ANY
WARRANTY WHATSOEVER, EXPRESS OR IMPLIED." Notwithstanding anything contained
herein to the contrary, it is understood and agreed that Grantor and Grantor's
agents or employees have never made and are not now making, and they
specifically disclaim, any warranties, representations or guaranties of any kind
or character, express or implied, oral or written, with respect to the Property,
including, but not limited to, warranties, representations or guaranties as to
(a) matters of title (other than Grantor's warranty of title set forth herein),
(b) environmental matters relating to the Property or any portion thereof,
including, without limitation, the presence of Hazardous Materials (as defined
in the purchase and sale agreement, the "SALE AGREEMENT" between Grantor and
Grantee) in, on, under or in the vicinity of the Property, (c) geological
conditions, including, without limitation, subsidence, subsurface conditions,
water table, underground water reservoirs, limitations regarding the withdrawal
of water, and geologic faults and the resulting damage of past and/or future
faulting, (d) whether, and to the extent to which the Property or any portion
thereof is affected by any stream (surface or underground), body of water,
wetlands, flood prone area, flood plain, floodway or special flood hazard, (e)
drainage, (f) soil conditions, including the

EXHIBIT B, Special Warranty Deed - Page 1



existence of instability, past soil repairs, soil additions or conditions of
soil fill, or susceptibility to landslides, or the sufficiency of any
undershoring, (g) the presence of endangered species or any environmentally
sensitive or protected areas, (h) zoning or building entitlements to which the
Property or any portion thereof may be subject, (i) the availability of any
utilities to the Property or any portion thereof including, without limitation,
water, sewage, gas and electric, (j) usages of adjoining property, (k) access to
the Property or any portion thereof, (l) the value, compliance with the plans
and specifications, size, location, age, use, design, quality, description,
suitability, structural integrity, operation, title to, or physical or financial
condition of the Property or any portion thereof, or any income, expenses,
charges, liens, encumbrances, rights or claims on or affecting or pertaining to
the Property or any part thereof, (m) the condition or use of the Property or
compliance of the Property with any or all Regulation federal, state or local
ordinances, rules, regulations or laws, building, fire or zoning ordinances,
codes or other similar laws, (n) the existence or non-existence of underground
storage tanks, surface impoundments, or landfills, (o) any other matter
affecting the stability and integrity of the Property, (p) the potential for
further development of the Property, (q) the merchantability of the Property or
fitness of the Property for any particular purpose, (r) the truth, accuracy or
completeness of the Property Documents, (s) tax consequences, or (t) any other
matter or thing with respect to the Property other than as set forth in the Sale
Agreement and subject to the limitations set forth therein. EXCEPT AS EXPRESSLY
SET FORTH HEREIN OR IN THE SALE AGREEMENT, GRANTOR MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND TO GRANTEE, INCLUDING, WITHOUT LIMITATION, THE PHYSICAL
CONDITION OF THE PROPERTY, OR THEIR SUITABILITY FOR ANY PARTICULAR PURPOSE OR OF
MERCHANTABILITY. GRANTEE IS RELYING ON ITS INVESTIGATIONS OF THE PROPERTY IN
DETERMINING WHETHER TO ACQUIRE IT. THE PROVISIONS OF THIS PARAGRAPH ARE A
MATERIAL PART OF THE CONSIDERATION FOR GRANTOR EXECUTING THIS SPECIAL WARRANTY
DEED, AND SHALL SURVIVE CLOSING.

       TO HAVE AND TO HOLD the Property, together with all and singular the
rights and appurtenances thereunto in anywise belonging, unto Grantee, its
successors and assigns forever, and Grantor does hereby bind itself, its
successors and assigns, to WARRANT AND FOREVER DEFEND all and singular the title
to the Property unto the said Grantee, its successors and assigns against every
person whomsoever lawfully claiming or to claim the same or any part thereof by,
through, or under Grantor but not otherwise, subject to the Permitted
Exceptions.

       Grantee's address is: ________________________.

       EXECUTED as of ________________________, 200__.


                                   By:
                                       -----------------------------------------
                                   Name:
                                         ---------------------------------------
                                   Title:
                                          --------------------------------------

EXHIBIT B, Special Warranty Deed - Page 2



THE STATE OF ____________           Section
                                    Section
COUNTY OF _________________         Section

       This instrument was acknowledged before me on _______________, 200___, by
__________________, ______________ of __________________, a ___________________,
on behalf of said _____________________.


                                      Notary Public, State of __________________

EXHIBIT B, Special Warranty Deed - Page 3



                                    EXHIBIT A

                          [Description of the Property]

EXHIBIT B, Special Warranty Deed - Page 4



                                    EXHIBIT B

                             [Permitted Exceptions]

EXHIBIT B, Special Warranty Deed - Page 5



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                   EXHIBIT C-1


              BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS
                North Ranch Pavilions, Thousand Oaks, California

       THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS is made as of
the _______ day of ___________________, _________, by and between
_________________________, a ____________________ ("ASSIGNOR"), and
_______________________, a _______________________ ("ASSIGNEE").

                              W I T N E S S E T H:

       For good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:

       Assignor hereby sells, transfers, assigns and conveys to Assignee the
following:

              (a)    All right, title and interest of Assignor in and to all
tangible personal property ("PERSONALTY") set forth in the inventory on EXHIBIT
A attached hereto and made a part hereof, and located on, and used in connection
with the management, maintenance or operation of that certain land and
improvements located in the County of __________, State of ___________, as more
particularly described in EXHIBIT B attached hereto and made a part hereof
("REAL PROPERTY"), but excluding tangible personal property owned or leased by
Assignor's contractors under the Contracts (as defined below).

              (b)    To the extent assignable, all right, title and interest of
Assignor in and to those certain contracts set forth on EXHIBIT C attached
hereto and made a part hereof, and all warranties, guaranties, indemnities and
claims (including, without limitation, for workmanship, materials and
performance) and which exist or may hereafter exist against any contractor,
subcontractor, manufacturer or supplier or laborer or other services relating
thereto (collectively, the "CONTRACTS").

              (c)    All right, title and interest of Assignor in and to those
agreements set forth on EXHIBIT D attached hereto and made a part hereof (the
"LICENSE AGREEMENTS").

       2.     This Bill of Sale, Assignment and Assumption of Contracts is given
pursuant to that certain Agreement of Purchase and Sale (as amended, the
"PURCHASE AGREEMENT") dated as of __________________________, between Assignor
and Assignee, providing for, among other things, the conveyance of the
Personalty and the Contracts.

       3.     As set forth in ARTICLE 11 of the Purchase Agreement, which is
hereby incorporated by reference as if herein set out in full and
except as set forth herein, the property

EXHIBIT C-1, Bill of Sale, Assignment and Assumption of Contracts - Page 1



conveyed hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE
IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, EXCEPT
AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT BEING THE INTENTION OF
ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE
OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR
MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY
THE __________ UNIFORM COMMERCIAL CODE.

       4.     Assignee hereby accepts the assignment of the Personalty, the
Contracts and the License Agreements and agrees to assume and discharge, in
accordance with the terms thereof, all of the obligations thereunder from and
after the date hereof. Additionally, but without limiting the generality of the
foregoing, Assignee agrees to assume and discharge all legal fees and other
costs and expenses incurred with respect to Contracts and Contract renewals and
extensions and License Agreements and License Agreement renewals and extensions
executed subsequent to the Effective Date of the Agreement and those set forth
on EXHIBIT E attached hereto.

       5.     Assignee agrees to indemnify and hold harmless Assignor from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations
arising from and accruing on or after the date hereof.

       6.     Assignor agrees to indemnify and hold harmless Assignee from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to perform any of the obligations of Assignor
under the Contracts or License Agreements, to the extent accruing prior to the
date hereof. Assignor shall be responsible for all reconciliations with
contractors prior to 2003.

       7.     This Bill of Sale, Assignment and Assumption of Contracts may be
executed in any number of counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.

       IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale,
Assignment and Assumption of Contracts as of the date first above written.

                                         ASSIGNOR:

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

EXHIBIT C-1, Bill of Sale, Assignment and Assumption of Contracts - Page 2



                                         ASSIGNEE:

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


               [INSERT APPROPRIATE ACKNOWLEDGMENTS FOR THE STATE]

Exhibit A     Personalty
Exhibit B     Real Property
Exhibit C     Contracts
Exhibit D     License Agreements
Exhibit E     Contract Costs and Expenses

EXHIBIT C-1, Bill of Sale, Assignment and Assumption of Contracts - Page 3



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                   EXHIBIT C-2


                       ASSIGNMENT AND ASSUMPTION OF LEASES
                North Ranch Pavilions, Thousand Oaks, California

       THIS ASSIGNMENT AND ASSUMPTION OF LEASES is made as of the ____ day of
____________, __________, by and between _________________________, a
___________________ ("ASSIGNOR"), and _______________________, a
______________________ ("ASSIGNEE").

                              W I T N E S S E T H:

       For good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, Assignor and Assignee hereby agree as follows:

       1.     Assignor hereby sells, transfers, assigns and conveys to Assignee
all right, title and interest of Assignor in and to those certain leases
described on Exhibit C attached hereto and made a part hereof (the "Tenant
Leases"), relating to the leasing of space in the Real Property and all of the
rights, interests, benefits and privileges of the lessor thereunder, and to the
extent Assignee has not received a credit therefor under the Purchase Agreement
(as defined below), all prepaid rents and security and other deposits held by
Assignor under the Tenant Leases and not credited or returned to tenants, but
subject to all terms, conditions, reservations and limitations set forth in the
Tenant Leases.

       2.     This Assignment and Assumption of Leases is given pursuant to that
certain Agreement of Purchase and Sale (as amended, the "PURCHASE AGREEMENT")
dated as of _____________________, between Assignor and Assignee, providing
for, among other things, the conveyance of the Personalty and the Tenant Leases.

       3.     As set forth in ARTICLE 11 of the Purchase Agreement, which is
hereby incorporated by reference as if herein set out in full and except as set
forth herein, the property conveyed hereunder is conveyed by Assignor and
accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER
NATURE, EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE
AGREEMENT, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE
AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES
CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE
PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER
WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE __________ UNIFORM
COMMERCIAL CODE.

EXHIBIT C-2, Assignment and Assumption of Leases - Page 1



       4.     Assignee hereby accepts the assignment of the Personalty and the
Tenant Leases and agrees to assume and discharge, in accordance with the terms
thereof, all of the obligations thereunder from and after the date hereof.
Additionally, but without limiting the generality of the foregoing, Assignee
agrees to assume and discharge all leasing commissions, costs for tenant
improvements, legal fees and other costs and expenses incurred with respect to
Leases and Lease renewals and extensions executed subsequent to the Effective
Date of the Agreement and those set forth on EXHIBIT D attached hereto.

       5.     Assignee agrees to indemnify and hold harmless Assignor from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignee's failure to perform any of the foregoing obligations
arising from and accruing on or after the date hereof.

       6.     Assignor agrees to indemnify and hold harmless Assignee from any
cost, liability, damage or expense (including attorneys' fees) arising out of or
relating to Assignor's failure to perform any of the obligations of Assignor
under the Tenant Leases to the extent accruing prior to the date hereof.
Assignor shall be responsible for all reconciliations with Tenants prior to
2003.

       7.     This Assignment and Assumption of Leases may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.

       IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption of Leases as of the date first above written.

                                         ASSIGNOR:

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         ASSIGNEE:

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

               [INSERT APPROPRIATE ACKNOWLEDGMENTS FOR THE STATE]

EXHIBIT C-2, Assignment and Assumption of Leases - Page 2



Exhibit A     Personalty
Exhibit B     Real Property
Exhibit C     Tenant Leases
Exhibit D     Lease Costs and Expenses

EXHIBIT C-2, Assignment and Assumption of Leases - Page 3



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                    EXHIBIT D

                               FIRPTA CERTIFICATE

       Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform ________________ ("TRANSFEREE") that withholding of tax is not
required upon the disposition of a U.S. real property interest by _____________
("TRANSFEROR"), the undersigned, in their capacity as ____________ of
___________, but not individually, hereby certifies to Transferee the following
on behalf of Transferor:

       1.     Transferor is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and Income Tax Regulations);

       2.     Transferor's U.S. employer identification number is _____________;
and

       3.     Transferor's office address is _________________________.

       Transferor understands that this certification may be disclosed to the
Internal Revenue Service by Transferee and that any false statement contained
herein could be punished by fine, imprisonment, or both.

       Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of Transferor.

       Dated as of __________, 20___.

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------


                                         Date:
                                              ----------------------------------

EXHIBIT D, FIRPTA Certificate - Solo Page



THE STATE OF ___________    Section
                            Section
COUNTY OF _____________     Section

       This instrument was acknowledged before me on __________, 200_____, by
__________, _______________ of ________________________, a _____________, on
behalf of said _________________.

                                      Notary Public, State of ___________

       SWORN TO AND SUBSCRIBED BEFORE ME by __________________ on
_______________________, 200 _____.

                                         _______________________________________
                                         Notary Public, State of ____________

EXHIBIT D, FIRPTA Certificate - Solo Page



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                    EXHIBIT E

                                  ERISA LETTER

                        _____________________, ________


______________________
______________________
______________________
______________________


       RE:    Acquisition of North Ranch Pavilions in Thousand Oaks, California

Ladies and Gentlemen:

       The undersigned represents to you that [PURCHASER], or any affiliates
thereof, or any firm, person or entity providing financing for the purchase of
the entire interest of ____________ in the above-described property (the
"PROPERTY") are not using the assets of an employee benefit plan as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") and covered under Title I, Part 4 of the ERISA or Section 4975 of the
Internal Revenue Code of 1986, as amended, in the performance or discharge of
its obligations under that certain Agreement of Purchase and Sale dated
_______________, __________, with respect to the Property by and between
___________________, as Seller, and the undersigned, as Purchaser, including the
acquisition of the Property.

                                         Very truly yours,


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

EXHIBIT E, ERISA Letter - Solo Page



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                    EXHIBIT F

                                NOTICE TO TENANTS

__________________, ________

______________________
______________________
______________________
______________________

Dear Tenant:

       You are hereby notified that ____________________ ("SELLER"), the current
owner of North Ranch Pavilions in Thousand Oaks, California (the "PROPERTY") and
the current owner of the landlord's interest in your lease in the Property, has
sold the Property to [PURCHASER] ("NEW OWNER"), as of the above date. In
connection with such sale, Seller has assigned and transferred its interest in
your lease and your security deposit thereunder in the amount of $__________
(the "SECURITY DEPOSIT") to New Owner, and New Owner has assumed and agreed to
perform all of the landlord's obligations under your lease (including any
obligations set forth in your lease or under applicable law to repay or account
for the Security Deposit) from and after such date. New Owner acknowledges that
New Owner has received and is responsible for the Security Deposit.

       Accordingly, (a) all your obligations under the lease from and after the
date hereof, including your obligation to pay rent, shall be performable to and
for the benefit of New Owner, its successors and assigns, and (b) all the
obligations of the landlord under the lease, including any obligations
thereunder or under applicable law to repay or account for the Security Deposit,
shall be the binding obligation of New Owner and its successors and assigns.
Unless and until you are otherwise notified in writing by New Owner, the address
of New Owner for all purposes under your lease is:

EXHIBIT F, Notice of Tenants - Page 1



______________________
______________________
______________________
______________________

                                         Very truly yours,

                                         SELLER:

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

                                         NEW OWNER:


                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Name:
                                              ----------------------------------
                                         Title:
                                               ---------------------------------

EXHIBIT F, Notice of Tenants - Page 2



[THIS FORM WOULD BE TAILORED TO CALIFORNIA BUT IS REPRESENTATIVE OF FORM]


                                   EXHIBIT G-1

                           TENANT ESTOPPEL CERTIFICATE

To:    _____________, its Successors and Assigns ("Purchaser")
       2901 Butterfield Road
       Oak Brook, Illinois 60523

       ___________________________("Lender")

Re:    ______________________
       ______________________
       ______________________ (the "Property")

Gentlemen:

       The following statements are made with the knowledge that you, as
purchaser ("Purchaser"), are relying on them in connection with your purchase of
the Property and the assignment to you of the lease referred to below in
connection therewith, and you and your successors and assigns and successor
owners of the Property, as well as Lender and any other mortgage lender on the
Property and the current Landlord (as hereafter defined) may rely on them for
all purposes.

       The undersigned ("Tenant"), being the Tenant under the lease referred to
in Paragraph 1 below and attached hereto as Schedule 1, covering certain
premises ("Leased Premises") at the Property, hereby certifies to you that the
following statements are true, correct and complete as of the date hereof:

       1.     Tenant is the tenant under a lease (the "Lease") currently with
__________, as landlord ("Landlord"), dated __________, 20___, demising to
Tenant approximately __________ (_________) square feet at the Property, a true,
correct and complete copy of which is attached hereto as Schedule 1. The term
Lease includes all amendments and modifications to the Lease and other
agreements with respect thereto. There have been no amendments, modifications or
other agreements relating to the Lease except as attached hereto on Schedule 1.
Possession of the Leased Premises was delivered to Tenant on ______, ___, 20__.
The initial term of the Lease commenced on ___________, 20 ____, and will expire
on ______, 20 ___, exclusive of unexercised renewal options and extension
options contained in the Lease. There have been no amendments, modifications or
revisions to the Lease, and there are no agreements of any kind between Landlord
and Tenant regarding the Leased Premises, except as provided in

EXHIBIT G, Tenant Estoppel Certificate - Page 1



the Lease or except as follows: (if none, write "none"): ________________. The
net rentable square footage of the entire shopping center on the Property is
_________ square feet.

       2.     The Lease has been duly authorized and executed by Tenant and is
in good standing and in full force and effect.

       3.     Tenant has accepted and is presently occupying the Leased
Premises. Neither the Lease nor any interest in it has been assigned,
transferred, or mortgaged by Tenant, and no sublease, concession agreement or
license covering the Leased Premises, or any portion of the Leased Premises, has
been entered into by Tenant, except as follows: (if none, write "none"):
_______________________

       4.     Tenant is currently obligated to pay fixed or base rent under the
Lease in the annual amount of _____________________ Dollars ($______), payable
in monthly installments of ___________ Dollars ($_______). Rent has been paid
under the Lease through __________, 20___ and no sums have been prepaid to
Landlord, either as the last month's rent or otherwise, except as follows: (if
none, write "none"): _________________. No sums have been deposited with
Landlord other than _________________ Dollars ($___________) deposited as
security under the Lease. Except as specifically stated in the Lease, Tenant is
entitled to no rent concessions, free rent, allowances or other similar
compensation in connection with renting the Leased Premises. Tenant is currently
paying monthly installments of $_____________ as common area maintenance, tax
and other expense pass-through rentals due under the Lease in addition to the
base rent described above.

       5.     To Tenant's knowledge, neither Landlord nor Tenant is in default
under the Lease beyond any applicable cure period and, to Tenant's knowledge, no
event has occurred which, with the giving of notice or passage of time, or both,
could result in such a default. Tenant has no knowledge of any setoffs, claims
or defenses to enforcement of the Lease in accordance with its terms.

       6.     Without limiting the generality of the statement made in
Paragraph 1 above, except as specifically stated in the Lease, Tenant has not
been granted (a) any option to extend the term of the Lease, (b) any option to
expand the Leased Premises or to lease additional space within the Property, (c)
any right of first refusal on any space at the Property, (d) any option or right
of first refusal to purchase the Leased Premises or the Property or any part
thereof, or (e) any option to terminate the Lease prior to its stated
expiration.

       7.     Neither Tenant nor any guarantor of Tenant is the subject of any
bankruptcy, reorganization, insolvency, readjustment of deft, dissolution or
liquidation proceeding, and to the best knowledge of Tenant no such proceeding
is contemplated or threatened.

EXHIBIT G, Tenant Estoppel Certificate - Page 2



       Executed this _________ day of ___________, 2003.

                                         TENANT


                                         By:
                                         Print Name:
                                         Title:

EXHIBIT G, Tenant Estoppel Certificate - Page 3



       By execution of this Tenant Estoppel Certificate, the undersigned
confirms that it is the guarantor ("Guarantor") of the Lease pursuant to that
certain guaranty ("Guaranty") dated _________, 20__. The Guaranty has not been
amended, modified or released. Neither the Tenant nor the Landlord is in default
of the Lease or the Guaranty, Guarantor, as of the date hereof, has no defenses
to enforcement of the Guaranty and the Guaranty remains in full force and effect
in accordance with its terms.

                                         GUARANTOR:


                                         By:
                                            ------------------------------------
                                         Print Name:
                                                    ----------------------------
                                         Title:
                                               ---------------------------------
                                         Date:
                                              ----------------------------------

EXHIBIT G-1, Tenant Estoppel Certificate - Page 4



                    Exhibit A to Tenant Estoppel Certificate

                [Lease Agreement and Amendments Thereto, If Any]


EXHIBIT G-1, Tenant Estoppel Certificate - Page 5



                                   EXHIBIT G-2

                        DECLARATION ESTOPPEL CERTIFICATE

To:    ___________________________, its Successors and Assigns ("Purchaser")
       2901 Butterfield Road
       Oak Brook, Illinois 60523

       _____________________________________("Lender")

Re:    _____________________________
       _____________________________
       _____________________________ (the "Property")

Gentlemen:

       Reference is hereby made to that certain Declaration of Establishment of
Protective Covenants, Conditions and Restrictions and Grants of Easements for
the North Ranch Pavilions Shopping Center dated May 8, 1990, executed by EI
Paseo Associates, a California general partnership, predecessor in interest to
WMP IV Real Estate Limited Partnership ("DEVELOPER") and The Vons Companies,
Inc., a Michigan corporation ("VONS"), recorded on May 21, 1990, as Document No.
90-075999, Official Records of Ventura County, California, as amended by that
certain Consent Letter Agreement (for Tempura House Restaurant) dated February
1, 2002 (collectively, the "DECLARATION").

       The undersigned does hereby certify that as of the date hereof:

       1.     The Declaration is in full force and effect and has not been
amended, modified or supplemented.

       2.     To the best knowledge and belief of the undersigned, there is
neither any default nor any event which, with the passage of time or the giving
of note, or both, would constitute a default by Developer in the performance of
its obligations under the Declaration, and, as of the date hereof, the
undersigned has no claims or disputes against Developer under the Declaration.

       3.     To the best knowledge and belief of the undersigned, there are no
current default-related credits, offsets or deductions to which it is entitled
under the Declaration.

              Executed this ________ day of ___________________, 2003.

                                         ______________________________________,
                                         a _____________________________________


                                         By:
                                            ------------------------------------
                                         Print Name:
                                                    ----------------------------
                                         Title:
                                               ---------------------------------

EXHIBIT G-2, Declaration Estoppel Certificate - Page 1



                                    EXHIBIT H

                                 LIST OF TENANTS

1.     Kristine Skeate and Yanire Brancato, dba Sudore Pilates
2.     Lawrence I. Stern and Ilene Stern, dba Ilene's Boutique
3.     North Ranch Pizza, LLC, dba Lamppost Pizza
4.     Savvy Enterprises, LLC
5.     Rustico Food, Inc.
6.     Exotic Thai, Inc.
7.     Izabele Sagatauskaite, dba North Ranch Dentistry
8.     Timithy C. Walton and Debra S. Walton, dba Walton's Portrait Studio
9.     Girishkumar C. & Jyotiben, & Nathaniel & Juliet Bautista, dba Clubhouse
       Cleaners
10.    Rahim Lavi, dba Dance Trends
11.    Ferraris Corporation, dba Andi's Hallmark
12.    Malibu Gymnastics, Inc.
13.    Garabet Balejian and Seta Balejian, dba Seta's Shoes
14.    Nazaret Dinkjian and Kelly Dinkjian, dba Two for One Photo
15.    Shabbar Hussain and Samina Shabbar Hussain, dba Postal Club
16.    Total Body Fitness, Inc.
17.    Treasured Memories Scrapbook Store, Inc.
18.    Tae Kwon Do Academy, Inc.
19.    Craig Camp, dba State Farm
20.    Daryle Michael Case and Nhien Thai Case, dba Kay's Nails
21.    Roy K. Hollingdrake, dba We Frame It Too
22.    Mitsuji Nakamori and Misako Nakamori, dba Sushi-Tei
23.    G.E.M.M.M., dba The Prudential California Realty
24.    Bank of America, N.A.
25.    Kathleen Hendrickson and Wayne Hendrickson, dba Cookies by Design
26.    The Vons Companies, Inc.
27.    World Savings Bank

EXHIBIT H, List of Tenants - Solo Page



                                    EXHIBIT I

                              MANDATORY ARBITRATION

The parties have agreed to submit disputes to mandatory arbitration in
accordance with the following provisions:

       1.     ARBITRATION.

              (a)    GENERAL. Any dispute among Seller and Purchaser as to the
interpretation of any provision of this Agreement or the rights and obligations
of any party hereunder shall be resolved through binding arbitration as
hereinafter provided in Los Angeles.

              (b)    SELECTION OF ARBITRATOR. Any controversy or claim arising
out of or relating to this Agreement, or the breach thereof, shall be settled by
arbitration administered by the American Arbitration Association in accordance
with its commercial rules and judgment on the award of the arbitration panel may
be entered in any court having jurisdiction thereof.

       Within fifteen (15) days after the commencement of arbitration, each
party shall select one party to act as arbitrator and the two selected shall
select a third arbitrator within ten (10) days of their appointment. If the
arbitrators selected by the parties are unable or fail to agree on a third
arbitrator, the third arbitrator shall be selected by the American Arbitration
Association.

              (c)    RULES OF ARBITRATION. The arbitrators selected pursuant to
SECTION 1(b) above will establish the rules for proceeding with the arbitration
of the dispute, which will be binding upon all parties to the arbitration
proceeding. The arbitrators may use the rules of AAA for commercial arbitration
but is encouraged to adopt the rules the arbitrators deems appropriate to
accomplish the arbitration in the quickest and least expensive manner possible.
Accordingly, the arbitrators may (1) dispense with any formal rules of evidence
and allow hearsay testimony so as to limit the number of witnesses required, (2)
accept evidence of property values without formal appraisals and upon such
information provided by Seller and Purchaser or other persons and otherwise
minimize discovery procedures as the arbitrators deem appropriate, (3) act upon
their understanding or interpretation of the law on any issue without the
obligation to research the issue or accept or act upon briefs of the issue
prepared by any party, (4) limit the time for presentation of any party's case
as well as the amount of information or number of witnesses to be presented in
connection with any hearing, and (5) impose any other rules which the
arbitrators believe appropriate to effect a resolution of the dispute as quickly
and inexpensively as possible. In any event, the arbitrators (A) shall permit
each side no more than two depositions (including any deposition of experts),
which depositions may not exceed four hours each, one set of ten interrogatories
(inclusive of sub-parts) and one set of five document requests (inclusive of
sub-parts), (B) shall not permit any requests for admissions, (C) shall limit
the hearing, if any, to two days, and (D) shall render his or her decision
within 60 days of the filing of the arbitration.

              (d)    COSTS OF ARBITRATION. The arbitrators will have the
exclusive authority to determine and award costs of arbitration and the costs
incurred by any party for its attorneys, advisors and consultants.

EXHIBIT I, Mandatory Arbitration - Page 1



              (e)    AWARD OF ARBITRATOR. Any award made by the arbitrators
shall be binding on Seller, Purchaser and all parties to the arbitration and
shall be enforceable to the fullest extent of the law.

              (f)    GOVERNING LAW; ACTUAL DAMAGES; ETC. In reaching any
determination or award, the arbitrators will apply the laws of the state in
which the Property is located. Except as permitted under SECTION 1(d) above, the
arbitrators' award will be limited to actual damages and will not include
punitive or exemplary damages. Nothing contained in this Agreement will be
deemed to give the arbitrators any authority, power or right to alter, change,
amend, modify, add to or subtract from any of the provisions of this Agreement.
All privileges under state and federal law, including, without limitation,
attorney-client, work product and party communication privileges, shall be
preserved and protected. All experts engaged by a party must be disclosed to the
other party within 14 days after the date of notice and demand for arbitration
is given.

EXHIBIT I, Mandatory Arbitration - Page 2



                                    EXHIBIT J

                              REQUIRED ENDORSEMENTS

1)     3.1 zoning (Long Form) and including parking and loading docks
2)     Extended Coverage over all of the general exceptions
3)     Comprehensive Endorsement including encroachments, setback line
       violations and covenants and restrictions
4)     Subdivision Endorsement
5)     Survey Endorsement (insured property is same as surveyed property)
6)     Access Endorsement to publicly dedicated roads
7)     Utility Facility Endorsement
8)     P.I.N-Single Tax Lot Endorsement
9)     Contiguity Endorsement
10)    Removal of Creditors Rights Exception Endorsement
11)    Removal of Arbitration Clause Endorsement
12)    Environmental Lien Endorsement
13)    Encroachment Endorsement for any encroachments identified on the survey.

DALLAS_1\3880653\14
21478.50 12/16/2003

EXHIBIT J, Required Endorsements - Page 1

EX-10.58

                                                                   Exhibit 10.58

                            ASSIGNMENT AND ASSUMPTION
                         OF PURCHASE AND SALE AGREEMENT

     This ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT (this
"Assignment") is made and entered into this 15 day of January, 2004 by Inland
Real Estate Acquisitions, Inc., an Illinois Corporation, ("Assignor"), and
Inland Western Thousand Oaks, L.L.C., a Delaware Limited Liability Company,
("Assignee").

                                    RECITALS

     A. C.H. Realty II/North Ranch, L.P., a Delaware Limited Partnership
("Seller") and Assignor have previously entered into that certain Purchase and
Sale Agreement dated as of December 17, 2003 (the "Purchase Agreement"),
relating to the sale of a certain shopping center commonly known as North Ranch
Pavilion located in the City of Thousand Oaks, California.

     B. Assignor desires to assign its interest in and to the Purchase Agreement
to Assignee upon the terms and conditions contained herein, without releasing
itself of liability for the performance of the purchaser's obligations
thereunder.

     NOW, THEREFORE, in consideration of the receipt of Ten Dollars ($10.00) and
other good and valuable consideration in hand paid by Assignee to Assignor, the
receipt and sufficiency of which are hereby acknowledged by Assignor, the
parties hereby agree as follows:

     1.   RECITALS. The foregoing recitals are, by this reference, incorporated
          into the body of this Assignment as if the same had been set forth in
          the body hereof in their entirety.

     2.   ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns, conveys,
          transfers, and sets over to Assignee all of Assignor's right, title,
          and interest in and to the Purchase Agreement. Assignee hereby accepts
          the foregoing Assignment and assumes, and agrees to perform, all
          duties, obligations, liabilities, indemnities, covenants, and
          agreements of Assignor set forth in the Purchase Agreement.

     3.   COUNTERPARTS. This document may be executed in any number of
          counterparts, each of which may be executed by any one or more of the
          parties hereto, but all of which must constitute one instrument and
          shall be binding and effective when all parties hereto have executed
          at least one counterpart.

     4.   SUCCESSORS. This Assignment shall be binding upon and for the benefit
          of the parties hereto and their respective Successors and Assigns.



     IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
executed as of the day and year first written above.

ASSIGNOR:

INLAND REAL ESTATE ACQUISITIONS, INC.,
An Illinois Corporation


By: /s/ G. Joseph Cosenza
    ------------------------
Name:  G. Joseph Cosenza
      ----------------------
Title:  President
      ----------------------


ASSIGNEE:

INLAND WESTERN THOUSAND OAKS, L.L.C.,
A Delaware Limited Liability Company

By: Inland Western Retail Real Estate Trust, Inc.,
    A Maryland Corporation its sole member


    By: /s/ G. Joseph Cosenza
        ---------------------------------
    Name:  G. Joseph Cosenza
          -------------------------------
    Title: Its authorized Representative
           ------------------------------

                                       -2-

EX-10.59

                                                                     [ILLEGIBLE]

                                                                   Exhibit 10.59


[INLAND(R) LOGO]
          INLAND REAL ESTATE ACQUISITIONS, INC.
          290| Butterfield Road
          Oak Brook, IL 60523
          Phone: (630) 218-4948 Fax: 4935
          www.inlandgroup.com

                               November 20, 2003

MacArthur Crossing Shopping Centers Partner L.P. (Seller)
Fehmi Karahan
President, CEO
7200 Bishop Road, Suite 250
Plano, TX 75024

       RE:   MACARTHUR CROSSING SHOPPING CENTER
             IRVING, TX

Dear Mr. Karahan:

     This letter represents this corporation's offer to purchase the MacArthur
Crossing Shopping Center with 110,975 net rentable square feet, situated on
approximately 16.49 acres of land, located at Los Colinas and North MacArthur
Boulevards, Irving, TX.

     The above property shall include all the land and buildings and common
facilities, as well as all personalty within the buildings and common areas,
supplies, landscaping equipment, and any other items presently used on the site
and belonging to owner, and all intangible rights relating to the property.

     This corporation or its nominee will consummate this transaction on the
following basis:

     1.   The total purchase price shall be $23,102,049.00 all cash, plus or
          minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at
          CLOSING 30 BUSINESS DAYS following the acceptance of this agreement
          (see Paragraph 10).

          Purchaser shall allocate the land, building and depreciable
          improvements after to closing, but same shall not be binding on
          Seller.

     2.   There are no real estate brokerage commissions involved in this
          transaction

     3.   Seller represents and warrants, that the above referenced property is
          leased to the tenants described on Exhibit A on triple net leases
          covering portions of the building and the land, parking areas,
          reciprocal easements and REA/OEA agreements (if any), for the entire
          terms and if properly exercised, option periods. Any concessions given
          to any tenants that extend beyond the closing day shall be settled at
          closing by Seller giving a full cash credit to Purchaser of any and
          all of those concessions.

     4.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that seller has received no written notice that the
          property is no free of material violations, and the interior and
          exterior structures are in a good state of repair (ordinary wear,
          tear, and maintenance issues excepted, given the age, location and
          construction methods applicable to this Property) free of leaks,
          material structural problems, and hazardous toxic mold, or that the
          property is not in full compliance with Federal, State, City and
          County ordinances, environmental laws and concerns, and anyone has a
          lease that exceeds the lease term stated in said leases, nor does
          anyone have an option or right of first refusal to purchase or extend,
          nor is there any contemplated condemnation of any part of the
          property, nor are there any current or contemplated new assessments.

     5.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that during the term of the leases the tenants and
          guarantors are responsible for and pay all operating expenses relating
          to the property on a prorata basis, including but not limited to, real
          estate taxes, REA/OEA agreements, utilities, insurance, all common
          area maintenance, parking lot and the building, etc. as set forth in
          the leases



MACARTHUR CROSSING SHOPPING CENTER - IRVING, TX                           PAGE 2
NOVEMBER 20, 2003

          Prior to closing, Seller shall not enter into or extend any agreements
          without Purchaser's approval and any contract presently in existence
          not accepted by Purchaser shall be terminated by Seller at closing
          (with termination date no later than the 1st day of the month which is
          at least 30 day. Any work presently in progress on the property shall
          be completed by Seller prior to closing. Same will be deemed approved
          if Purchaser fails to terminate 10 days prior to closing.

     6.   Fifteen (15) days prior to closing Seller shall furnish Purchaser with
          estoppel letters acceptable to Purchaser from all tenants use good
          faith efforts to, and parties to reciprocal and/or operating easement
          agreements, if applicable.

     7.   Seller is responsible for payment of any LEASING BROKERAGE FEES or
          commissions which are due any leasing brokers for the existing leases
          stated above but not for the renewal of same.

     8.   It is understood that Seller has in its possession Level 1
          Environmental Reports (Level 2 if required) which Seller will supply
          to Purchaser 10 days after contract. Purchaser shall have said
          reports, which must be acceptable to Purchaser, updated and
          re-certified to Purchaser at closing, all at Purchaser's cost; all
          reports deemed approved if Purchaser fail to terminate 10 Days prior
          to closing.

     9.   The above sale of the real estate shall be consummated by conveyance
          of a full special warranty deed from Seller to Purchaser's designee,
          with the Seller paying any city, state, or county transfer taxes for
          the closing, and Seller agrees to cooperate with Purchaser's lender,
          if any, and the money lender's escrow.

     10.  The closing shall occur through Chicago Title & Trust Company, in
          Chicago, Illinois with Nancy Castro as Escrowee, 30 business days
          following acceptance of this agreement, at which time title to the
          above property shall be marketable; i.e., free and clear of all liens,
          encroachments and encumbrances, and an owner's title policy with, paid
          by Seller, shall be issued, with all warranties and representations
          being true now and at closing and surviving the closing for a period
          of 180 days and each party shall be paid in cash their respective
          credits, including, but not limited to, security deposits, rent and
          expenses, with a proration of real estate taxes based on the the most
          recent 2003 Tax bill or more than 30 days old. At closing, no credit
          will be given to Sellers for any past due, unpaid or delinquent rents.

     11.  Neither Seller (Landlord) or any tenant shall be in default on any
          lease or agreement at closing, nor is there any threatened or pending
          litigation.

          N/A

     12.  Prior to closing, Seller shall furnish to Purchaser copies of all
          guarantees and warranties which Seller received from any and all
          contractors and sub-contractors pertaining to the property. This offer
          is subject to Purchaser's satisfaction that all guarantees and
          warranties survive the closing and are assignable and transferable to
          any titleholder now and in the future.



MACARTHUR CROSSING SHOPPING CENTER - IRVING, TX                           PAGE 3
NOVEMBER 20, 2003

     13.  This offer is subject to the property being 100% occupied at the time
          of closing, with all tenants occupying their space, open for business,
          and paying full rent, including CAM, tax and insurance current, as
          shown on Exhibit A attached.

     14.  Fifteen (15) days prior to closing, Seller must provide the title as
          stated above and a current Urban ALTA/ACSM spotted survey in
          accordance with the minimum standard detail requirements for ALTA/ACSM
          Land Title surveys jointly established and adopted by ALTA and ACSM in
          1999 and includes all Table A optional survey responsibilities and
          acceptable to Purchaser and the title company.

     15.  Seller agrees that prior to closing it shall put all vacant spaces
          into rentable condition and ready for a new tenant to occupy
          immediately in accordance with all applicable laws, codes, etc.,
          including all requirements for a certificate of occupancy for said
          space.

     16.  Seller agrees to immediately make available and disclose all
          information that Purchaser needs to evaluate the above property,
          including all inducements, abatements, concessions or cash payments
          given to tenants, and for CAM, copies of the bills. Seller agrees to
          cooperate fully with Purchaser and Purchaser's representatives to
          facilitate Purchaser's evaluations and reports, including at least a
          one-year audit of the books and records of the property.

    This offer is, of course, predicated upon the Purchaser's review and written
approval of the existing leases, new leases, lease modifications (if any), all
tenant correspondence, REA/OEA agreements, tenants' and guarantors' financial
statements, sales figures, representations of income and expenses made by
Seller, site inspection, environmental, appraisal, etc., and at least one year
of AUDITED operating statements on said property is required that qualify,
comply with and can be used in a public offering. SAID AUDIT will Beat
Purchasers sole cost & expenses.

    If this offer is acceptable, please sign the original of this letter and
initial each page, keeping copies for your files and returning the original to
me by November 25, 2003.

                                           Sincerely,

Mac Arthur Crossing Shopping Center        INLAND REAL ESTATE ACQUISITIONS, INC.
Partner L.P.                               or nominee

ACCEPTED:  MC LP Inc. gn. partner.

By:  Fehmi Karahan, President
    -------------------------------
                                            /s/ Lou Quilici
Date: /s/ Fehmi Karahan                         Lou Quilici
      -----------------------------             Senior Vice President
        Nov 21, 03

                                                /s/ G. Joseph Cosenza
                                                G. Joseph Cosenza
                                                Vice Chairman

     Nov 25, 2003

EX-10.60

                                                                   Exhibit 10.60

                             ASSIGNMENT OF CONTRACT

          This ASSIGNMENT OF CONTRACT (the "ASSIGNMENT") is made and entered
into this _______ day of February, 2004 by INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation ("ASSIGNOR") and INLAND WESTERN IRVING LIMITED
PARTNERSHIP, an Illinois limited partnership ("ASSIGNEE").

          Assignor does hereby sell, assign, transfer, set over and convey unto
Assignee all of its right, title and interest as under that certain letter
agreement dated as of November 25, 2003, as amended, and entered into by
MacArthur Crossing Shopping Center Partners, L.P., as Seller, and Assignor, as
(collectively, the "AGREEMENT"), solely as the Agreement applies to the sale and
purchase of the property described by the Agreement, located at Los Colinas
Boulevard and North MacArthur Boulevard, Irving, Dallas County, Texas, and being
legally described in EXHIBIT A, attached hereto and made a part hereof.

     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.

                            (SIGNATURE PAGE FOLLOWS)



                               SIGNATURE PAGE FOR
                         ASSIGNMENT OF CONTRACT BETWEEN
                    INLAND REAL ESTATE ACQUISITIONS, INC. AND
                    INLAND WESTERN IRVING LIMITED PARTNERSHIP


          IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment
to be executed as of the day and year first above written.

                               ASSIGNOR:


                               INLAND REAL ESTATE ACQUISITIONS, INC., an
                               Illinois corporation

                               By:   /s/ Lou Quilici
                                     --------------------------------
                               Name:     Lou Quilici
                                     --------------------------------
                               Title:    SRVP
                                     --------------------------------


                               ASSIGNEE:

                               INLAND WESTERN IRVING LIMITED
                               PARTNERSHIP, an Illinois limited partnership

                               By:  Inland Western Irving GP, L.L.C., a Delaware
                                    limited liability company

                                    By: Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        member

                                        By:    /s/ Lou Quilici
                                              ---------------------------------
                                        Name:  Lou Quilici
                                              ---------------------------------
                                        Title: AUTHORIZE AGENT
                                              ---------------------------------


                                    EXHIBITS

                  EXHIBIT A: LEGAL DESCRIPTION OF THE PROPERTY



                                    EXHIBIT A
                        LEGAL DESCRIPTION OF THE PROPERTY



                                    EXHIBIT A
                                LEGAL DESCRIPTION

The following seven (7) tracts of land described on the following five (5) pages
and consisting of

Tract 1 - Fee Estate

Tract 2 - Fee Estate

Tract 3 - Fee Estate

Tract 4 - Easement Estate created in Master Declaration of Restrictions, Grant
of Easements and Operating Agreement executed by and between MacArthur Crossing
Land Partners L.P. and Albertson's, Inc. dated January 30, 1995, filed for
record February 1, 1995 and recorded in Volume 95021, Page 3671, Deed Records,
Dallas County, Texas as amended by instruments recorded in Volume 95021, Page
3828, Volume 95062, Page 50, Volume 96239, Page 4879, Vol7ume 96239, Page 5022,
Volume 96244, Page 2481, Volume 97144, Page 6185, Volume 97195, Page 5710 and
Volume 98155, Page 5144, Deed Records, Dallas County, Texas.

Tract 5 - Easement Estate created in Declaration of Common Access and Utility
Easements executed by and between MacArthur Crossing Land Partners L.P. and
present and future land owners dated October 31, 1995, filed for record
November 1, 1995 and recorded in Volume 95214, Page 88, Deed Records, Dallas
County, Texas, as corrected by instruments recorded in Volume 96037, Page 2561
and Volume 96052, Page 3638, Deed Records, Dallas County, Texas.

Tract 6 - Easement Estate created in Declaration of Common Access and Utility
Easements executed by and between MacArthur Crossing Land Partners L.P. and
present and future land owners dated July 31, 1995, filed for record July 31,
1995 and recorded in Volume 95147, Page 1966, Deed Records, Dallas County,
Texas.

Tract 7 - Easement Estate created in Mutual Declaration of Common Access and
Utility Easements executed by and between MacArthur Crossing Land Partners L.P.
and Cheddars, Inc., dated August 23, 1995, filed for record September 18, 1995
and recorded in Volume 95182, Page 6194, Deed Records, Dallas County, Texas.

Tract 8 - Beneficial Interest Estate

Tract 9 - Beneficial Interest Estate



                                    EXHIBIT A
                                LEGAL DESCRIPTION

TRACT 1:

BEING a tract of land situated in the W.E. FERGUSON SURVEY, Abstract No. 490,
City of Irving, Dallas County, Texas, and being all of Lot 4, Block A of the
SECOND AMENDED PLAT of MACARTHUR CROSSING ADDITION, an addition to the City of
Irving as recorded in Volume 95143, Page 0891 of the Deed Records of Dallas
County, Texas (DRDCT), and being more particularly described as follows:

BEGINNING at an "x" cut in concrete set for corner, said "x" cut being the most
northwesterly corner of said Lot 4, Block A and being in the easterly
right-of-way line of MACARTHUR BOULEVARD (variable width right-of-way);

THENCE departing the easterly right-of-way line of said MACARTHUR BOULEVARD and
along the northerly line of said Lot 4, Block A as follows:

     South 89 degrees 38 minutes 50 seconds East a distance of 60.00 feet to an
     "x" cut in concrete set for corner;

     South 00 degrees 21 minutes 10 seconds West a distance of 35.46 feet to an
     "x" cut in concrete found for corner;

     South 89 degrees 38 minutes 50 seconds East a distance of 190.00 feet to an
     "x" cut in concrete found for corner, said "x" cut being the most
     northeasterly corner of said Lot 4, Block A;

THENCE departing the northerly line of said Lot 4, Block A and along the
easterly line of said Lot 4, Block A South 00 degrees 21 minutes 10 seconds West
a distance of 174.02 feet to and "x" cut in concrete set for corner, said "x"
cut being the most southeasterly corner of said Lot 4, Block A;

THENCE departing the easterly line of said Lot 4, Block A and along the
southerly line of said Lot 4, Block A North 89 degrees 38 minutes 50 seconds
West a distance of 250.00 feet to an "x" cut in concrete found for corner, said
"x" cut being the most southwesterly corner of said Lot 4, Block A and being in
the easterly right-of-way line of said MACARTHUR BOULEVARD;

THENCE departing the southerly line of said Lot 4, Block A and along the
westerly line of said Lot 4, Block A and the easterly right-of-way line of said
MACARTHUR BOULEVARD North 00 degrees 21 minutes 10 seconds East a distance of
209.48 feet to the POINT OF BEGINNING;

CONTAINING within these metes and bounds 1.048 acres or 45,633 square feet of
land, more or less. Bearings shown hereon are based on the SECOND AMENDED PLAT
of MACARTHUR CROSSING ADDITION, an addition to the City of Irving as recorded in
Volume 95143, Page 0891 of the Deed Records of Dallas County, Texas (DRDCT).



TRACT 2:

BEING a tract of land situated in the W.E. FERGUSON SURVEY, Abstract No. 490,
City of Irving, Dallas County, Texas and being all of LOT 9, BLOCK A of the
SECOND AMENDED Plat of MacARTHUR CROSSING ADDITION, an addition to the City of
Irving recorded in Volume 95143, Page 0891 of the Deed Records of Dallas County,
Texas (DRDCT) and being more particularly described as follows;

BEGINNING at a 5/8 inch iron rod found in concrete at the most northerly
northwesterly corner of said LOT 9, BLOCK A said point being found in the
southerly Right-of-Way line of INTERSTATE HIGHWAY NO. 635 (variable width
Right-of-Way);

THENCE departing the westerly line of said LOT 9, BLOCK A and along the
southerly Right-of-Way line of said INTERSTATE HIGHWAY NO. 635 South 75 degrees
09 minutes 33 seconds East a distance of 169.60 feet to a 1/2 inch iron rod set
for corner in the westerly line of LOT 11, BLOCK A of said MacARTHUR CROSSING
ADDITION;

THENCE departing the southerly Right-of-Way line of said INTERSTATE HIGHWAY
NO. 635 and along the westerly line of said LOT 11, BLOCK A as follows;

     South 29 degrees 09 minutes 04 seconds West a distance of 126.69 feet to a
     "x" cut found for a point for corner

     South 00 degrees 21 minutes 10 seconds West a distance of 545.83 feet to a
     "x" cut set in concrete for corner said point being the most northeasterly
     corner of LOT 2, BLOCK A of said MacARTHUR CROSSING ADDITION;

THENCE departing the westerly line of said LOT 11, BLOCK A and along the
northerly line of said LOT 2, BLOCK A as follows;

     North 89 degrees 38 minutes 50 seconds West a distance of 126.82 feet to a
     "x" cut set in concrete;

     South 00 degrees 21 minutes 10 seconds West a distance of 9.00 feet to a
     point on a one story brick building;

     North 89 degrees 38 minutes 50 seconds West a distance of 202.85 feet to a
     "x" cut found in concrete;

     North 00 degrees 21 minutes 10 seconds East a distance of 7.96 feet to a
     "x" cut found in concrete;



     North 89 degrees 38 minutes 50 seconds West a distance of 510.55 feet to a
     "x" cut found in concrete for corner in the easterly Right-of-Way line of
     MacARTHUR BOULEVARD (variable width Right-of-Way);

THENCE departing the northerly line of said LOT 2, BLOCK A and along the
easterly Right-of-Way line of said MacARTHUR BOULEVARD as follows;

     North 02 degrees 03 minutes 28 seconds East a distance of 37.32 feet to a
     "x" cut found in concrete;

     North 00 degrees 21 minutes 10 seconds East a distance of 18.98 feet to a
     "x" cut found in concrete for corner said point being the most
     southwesterly corner of LOT 3, BLOCK A of said MacARTHUR CROSSING ADDITION;

THENCE departing the easterly Right-of-Way line of said MacARTHUR BOULEVARD and
along the southerly line of said LOT 3, BLOCK A South 89 degrees 38 minutes 50
seconds East a distance of 245.94 feet to a "x" cut found for corner said point
being the most southeasterly corner of said LOT 3, BLOCK A;

THENCE departing the southerly line of said LOT 3, BLOCK A and along the
easterly line of said LOT 3, BLOCK A North 00 degrees 21 minutes 10 seconds East
a distance of 181.00 feet to a "x" cut set in concrete for corner said point
being the most northeasterly corner of said LOT 3, BLOCK A;

THENCE departing the easterly line of said LOT 3, BLOCK A and along the
northerly line of said LOT 3, BLOCK A North 89 degrees 38 minutes 50 seconds
West a distance of 250.00 feet to a "x" cut set in concrete for corner in the
easterly Right-of-Way line of said MacARTHUR BOULEVARD said point being the most
northwesterly corner of said LOT 3, BLOCK A;

THENCE departing the northerly line of said LOT 3, BLOCK A and along the
easterly Right-of-Way line of said MacARTHUR BOULEVARD North 00 degrees 21
minutes 10 seconds East a distance of 41.00 feet to a "x" cut set in concrete
for corner said point being the most southwesterly corner of LOT 4, BLOCK A of
said MacARTHUR CROSSING ADDITION;

THENCE departing the easterly Right-of-Way line of said MacARTHUR BOULEVARD and
along the southerly line of said LOT 4, BLOCK A South 89 degrees 38 minutes 50
seconds East a distance of 250.00 feet to a "x" Cut set in concrete for corner
said point being the most southeasterly corner of said LOT 4, BLOCK A;

THENCE departing the southerly line of said LOT 4, BLOCK A North 00 degrees 21
minutes 10 seconds East a distance of 229.89 feet to a "x" cut set in concrete
for corner said point being the most southwesterly corner of LOT 7, BLOCK A of
the said MacARTHUR CROSSING ADDITION;



THENCE South 89 degrees 38 minutes 50 seconds East a distance of 490.00 feet to
a "x" cut found in concrete for corner said point being the most southeasterly
corner of LOT 8, BLOCK A of the said MacARTHUR CROSSING ADDITION;

THENCE along the easterly line of said LOT 8, BLOCK A North 00 degrees 21
minutes 10 seconds East a distance of 192.15 feet to the POINT OF BEGINNING;

CONTAINING within these metes and bounds 8.020 acres or 349,346 square feet of
land more or less.


TRACT 3:

BEING a tract of land situated in the R.W. FRIER SURVEY, Abstract No. 491, Deed
Records, Dallas County (DRDCT) and being all of Lot 2, Block C of MacARTHUR
CROSSING, an addition to the City of Irving as recorded by the Second Amended
Plat in Volume 95143, page 0891 and being more particularly described as
follows:

COMMENCING at the southerly corner of a corner clip at the intersection of the
southerly right-of-way line of LAS COLINAS BOULEVARD (variable right-of-way) and
the easterly right-of-way line of MacARTHUR BOULEVARD (variable right-of-way);

THENCE along the easterly right-of-way line of MacARTHUR BOULEVARD as follows:

     South 00 degrees 21 minutes 10 seconds West, a distance of 145.58 feet to a
     PK. nail in concrete found for the POINT OF BEGINNING;

THENCE departing the easterly right-of-way line of MacARTHUR BOULEVARD and along
the southerly and easterly line of Lot 1, Block C, MacARTHUR CROSSING as
follows:

     EAST, a distance of 159.00 feet to a 1/2 inch iron rod found for corner;

     North 45 degrees 01 minutes 03 seconds East, a distance of 114.52 feet to a
     "x" Cut found in concrete for corner;

     NORTH, a distance of 152.00 feet to a "x" cut found in concrete in the
     southerly right-of-way line of LAS COLINAS BOULEVARD (variable
     right-of-way);

THENCE along the southerly right-of-way line of LAS COLINAS BOULEVARD as
follows:

     South 89 degrees 38 minutes 50 seconds East, a distance of 268.09 feet to a
     "x" cut set in concrete for the beginning of a curve to the right having a
     radius of 795.00 feet, a chord bearing South 77 degrees 16 minutes 34
     seconds East and a chord distance of 340.65 feet;

     Along said curve to the right through a central angle of 24 degrees 44
     minutes 32 seconds, an arc length of 343.31 feet to a 1/2 inch iron rod
     with cap found for corner;



THENCE departing the southerly right-of-way line of LAS COLINAS BOULEVARD and
along the westerly line of Lot 6, Block C, MacARTHUR CROSSING, South 28 degrees
32 minutes 58 seconds West, a distance of 419.75 feet to a 1/2 inch iron rod set
for corner;

THENCE along the northerly and westerly line of Lot 5, Block C, MacARTHUR
CROSSING as follows:

     North 89 degrees 58 minutes 42 seconds West, a distance of 397.56 feet to a
     1/2 inch iron rod with cap found for corner;

     South 00 degrees 01 minutes 18 seconds West, a distance of 188.40 feet to a
     1/2 inch iron rod found for corner;

THENCE along the northerly line of Lot 3, Block C, MacARTHUR CROSSING, North 89
degrees 58 minutes 42 seconds West, a distance of 250.00 feet to a 3/8 inch iron
rod found for corner in the easterly right-of-way line of MacARTHUR BOULEVARD;

THENCE along the easterly right-of-way line of MacARTHUR BOULEVARD as follows:

     North 00 degrees 01 minutes 18 seconds East, a distance of 203.99 feet to a
     1/2 inch iron rod set for corner;

     North 03 degrees 02 minutes 25 seconds East, a distance of 140.36 feet to a
     1/2 inch iron rod set for corner;

     North 00 degrees 21 minutes 10 seconds East, a distance of 56.45 feet to
     the POINT OF BEGINNING;

CONTAINING within these metes and bounds 7.424 acres or 323,374 square feet of
land, more or less.


TRACT 8:  (Beneficial Interest Estate)

Lot 3, Block A, of MacArthur Crossing, an Addition to the City of Irving, Dallas
County, Texas, according to the amended plat thereof recorded in Volume 95143,
Page 891, of the Map Records of Dallas County, Texas.


TRACT 9:  (Beneficial Interest Estate)

Lot 5, Block A, of MacArthur Crossing, an Addition to the City of Irving, Dallas
County, Texas, according to the amended plat thereof recorded in Volume 95143,
Page 891, of the Map Records of Dallas County, Texas.

EX-10.61

                                                                   Exhibit 10.61

                             SECURED PROMISSORY NOTE
                                 LOAN NO. 753820

$33,630,000.00                                                  January 30, 2004

1.   FOR VALUE RECEIVED, INLAND WESTERN LARKSPUR, L.L.C., a Delaware limited
liability company, as "Borrower" ("BORROWER" to be construed as "Borrowers" if
the context so requires), hereby promises to pay to the order of PRINCIPAL LIFE
INSURANCE COMPANY, an Iowa corporation (as "LENDER"), having a principal place
of business and post office address at c/o Principal Real Estate Investors, LLC,
801 Grand Avenue, Des Moines, Iowa 50392-1450, or at such other place as Lender
may designate, the principal sum of Thirty Three Million Six Hundred Thirty
Thousand and No/100 Dollars ($33,630,000.00) (the "LOAN AMOUNT") or so much
thereof as shall from time to time have been advanced, together with interest on
the unpaid balance of said sum from January 30, 2004 (the "CLOSING DATE"), at
the rate of four and 45/100 percent (4.45) per annum.

     A payment of interest from the Closing Date to and including January 31,
2004 shall be paid on the Closing Date calculated by multiplying the actual
number of days elapsed in the period for which interest is being calculated by a
daily rate based on the foregoing annual interest rate and a 360-day year.
Thereafter, interest shall be computed on the unpaid balance on the basis of a
360-day year composed of twelve 30-day months. Beginning on March 1, 2004,
interest shall be due and payable in installments of One Hundred Twenty Four
Thousand Seven Hundred Eleven and 25/100 Dollars ($124,711.25), with an
installment in a like amount due and payable on the same day of each month
thereafter, except that all remaining principal and interest to and including
the date of payment and other Indebtedness shall be due and payable on February
1, 2009 or such earlier date resulting from the acceleration of the Indebtedness
by Lender ("MATURITY DATE"). All principal and interest shall be paid in lawful
money of the United States of America by wire transfer of immediately available
funds to Lender at Wells Fargo Bank, Iowa, N.A., 7th and Walnut Streets, Des
Moines, Iowa 50304, for credit to Principal Life Insurance Company, Account No.
0000014752, RE: Loan No. 753820 with reference to Borrower. In the event
Borrower fails to make any monthly payment under this Note on or before the due
date thereof, Borrower agrees to make all subsequent payments by automated
clearing house transfer through such bank or financial institution as shall be
approved in writing by Lender, shall be made to an account designated by Lender,
and shall be initiated by Lender or shall be made in such other manner as Lender
may direct from time to time. Any other monthly deposits or payments Borrower is
required to make to Lender under the terms of the Loan Documents shall be made
by the same payment method and on the same date as the installments of interest
due under this Note.

2.   No privilege is reserved by Borrower to prepay any principal of this Note
prior to the Maturity Date, except on or after the date hereof, privilege is
reserved, after giving thirty (30) days' prior written notice to Lender, to
prepay in full, but not in part, all principal and interest to and including the
date on which payment is made, along with all sums, amounts, advances, or
charges due under any instrument or agreement by which this Note is secured,
upon the payment

                                        1


of a "MAKE WHOLE PREMIUM." The Make Whole Premium shall be the greater of one
percent (1%) of the principal amount to be prepaid or a premium calculated as
provided in subparagraphs (a) through (c) below:

     (a)  Determine the "REINVESTMENT YIELD." The Reinvestment Yield will be
          equal to the yield on the U.S. Treasury Issue ("PRIMARY ISSUE") *
          published one week prior to the date of prepayment and converted to an
          equivalent monthly compounded nominal yield.

          *At this time there is not a U.S. Treasury Issue for this prepayment
          period. At the time of prepayment, Lender shall select in its sole and
          absolute discretion a U.S. Treasury Issue with similar remaining time
          to maturity as this Note.

     (b)  Calculate the "PRESENT VALUE OF THE LOAN." The Present Value of the
          Loan is the present value of the payments to be made in accordance
          with this Note (all installment payments and any remaining payment due
          on the Maturity Date) discounted at the Reinvestment Yield for the
          number of months remaining from the date of prepayment to the Maturity
          Date.

     (c)  Subtract the amount of the prepaid proceeds from the Present Value of
          the Loan as of the date of prepayment. Any resulting positive
          differential shall be the premium.

If Borrower has otherwise fully complied with the preceding paragraphs, then,
during the last 90 days prior to the Maturity Date, provided no Event of Default
exists, no Make Whole Premium shall be payable.

3.   Borrower agrees that if Lender accelerates the whole or any part of the
principal sum evidenced hereby, after the occurrence of an Event of Default or
applies any proceeds pursuant to the provisions of the Loan Documents, Borrower
waives any right to prepay said principal sum in whole or in part without
premium and agrees to pay, as yield maintenance protection and not as a penalty,
the Make Whole Premium.

Notwithstanding the above, in the event any proceeds from a casualty or Taking
of the Premises are applied to reduce the principal balance hereof, such
reduction shall be made without a Make Whole Premium, provided no Event of
Default then exists under the Loan Documents.

Borrower by adding its initials to the end of this paragraph, (A) EXPRESSLY
waives any rights it may have under California Civil Code Section 2954.10 to
prepay this Note, in whole or in part, without penalty, upon acceleration of the
Maturity Date of this Note and (B) acknowledges and agrees that Borrower has no
right of prepayment of this Note, except as provided above; and that, if the
maturity of this Note is accelerated by Lender, Borrower specifically agrees to
pay as a prepayment premium, the applicable sum specified herein as the Make
Whole Premium,

                                        2


specifically including but not limited to the case where the holder of this Note
has accelerated the maturity of this note due to Borrower's default of any
provision contained in 2(f) of the Mortgage. By initialing this provision,
Borrower hereby declares that Lender's agreement to make the Loan evidenced by
this Note for the interest rate and for the term set forth in this Note
constitutes adequate consideration, given individual weight by Borrower, for
this waiver and agreement.

                       Initials:   DAP
                                ---------  ---------

4.   If any payment of principal, interest, Make Whole Premium, or other
Indebtedness is not made when due, damages will be incurred by Lender, including
additional expense in handling overdue payments, the amount of which is
difficult and impractical to ascertain. Borrower therefore agrees to pay, upon
demand, the sum of four cents ($.04) for each one dollar ($1.00) of each said
payment which becomes overdue ("LATE CHARGE") as a reasonable estimate of the
amount of said damages, subject, however, to the limitations contained in
paragraph 6 hereof.


Notwithstanding anything hereinabove to the contrary, the Late Charge assessed
on any amount due on the Maturity Date but not then paid, whether or not by
acceleration, shall not be four cents for each one dollar as described above,
but shall instead be a sum equal to the interest which would have accrued on the
principal balance then outstanding from the date the payment is made to the end
of the month in which the Maturity Date occurs. Such Late Charge shall be in
addition to interest otherwise accruing under this Note.

5.   If any Event of Default has occurred and is continuing under the Loan
Documents, the entire principal balance of the Loan, interest then accrued, and
Make Whole Premium, and all other Indebtedness whether or not otherwise then
due, shall at the option of Lender, become immediately due and payable without
demand or notice, and whether or not Lender has exercised said option, interest
shall accrue on the entire principal balance, interest then accrued, Make Whole
Premium and any other Indebtedness then due, at a rate equal to the Default Rate
until fully paid.

6.   Notwithstanding anything herein or in any of the other Loan Documents to
the contrary, no provision contained herein or therein which purports to
obligate Borrower to pay any amount of interest or any fees, costs or expenses
which are in excess of the maximum permitted by applicable law, shall be
effective to the extent it calls for the payment of any interest or other amount
in excess of such maximum. All agreements between Borrower and Lender, whether
now existing or hereafter arising and whether written or oral, are hereby
limited so that in no contingency, whether by reason of demand for payment or
acceleration of the maturity hereof or otherwise, shall the interest contracted
for, charged or received by Lender exceed the maximum amount permissible under
applicable law. If, from any circumstance whatsoever, interest would

                                        3


otherwise be payable to Lender in excess of the maximum lawful amount, the
interest payable to Lender shall be reduced to the maximum amount permitted
under applicable law; and if from any circumstance Lender shall ever receive
anything of value deemed interest by applicable law in excess of the maximum
lawful amount, an amount equal to any excessive interest shall, at the option of
Lender, be refunded to Borrower or be applied to the reduction of the principal
hereof, without a Make Whole Premium and not to the payment of interest or, if
such excessive interest exceeds the unpaid balance of principal hereof such
excess shall be refunded to Borrower. This paragraph shall control all
agreements between Borrower and Lender.

7.   Borrower and any endorsers or guarantors waive presentment, protest and
demand, notice of protest, demand and dishonor and nonpayment, and agree the
Maturity Date of this Note or any installment may be extended without affecting
any liability hereunder, and further promise to pay all reasonable costs and
expenses, including but not limited to, reasonable attorney's fees incurred by
Lender in connection with any default or in any proceeding to interpret and/or
enforce any provision of the Loan Documents. No release of Borrower from
liability hereunder shall release any other maker, endorser or guarantor hereof.

8.   This Note is secured by the Loan Documents creating among other things
legal and valid encumbrances on and an assignment of all of Borrower's interest
in any Leases of the Premises located in the county of Marin, state of
California. Capitalized terms used herein and not otherwise defined shall have
those meanings given to them in the Loan Documents. In no event shall such
documents be construed inconsistently with the terms of this Note, and in the
event of any discrepancy between any such documents and this Note, the terms
hereof shall govern. The proceeds of this Note are to be used for business,
commercial, investment or other similar purposes, and no portion thereof will be
used for any personal, family or household use. This Note shall be governed by
and construed in accordance with the laws of the State where the Premises is
located, without regard to its conflict of law principles.

9.   Notwithstanding any provision to the contrary in this Note or the Loan
Documents and except as otherwise provided for below, the liability of Borrower
under the Loan Documents shall be limited to the interest of Borrower in the
Premises and the Rents. In the event of foreclosure of the liens evidenced by
the Loan Documents, no judgment for any deficiency upon the Indebtedness
evidenced by the Loan Documents shall be sought or obtained by Lender against
Borrower. Nothing herein shall in any manner limit or impair (i) the lien or
enforcement of the Loan Documents pursuant to the terms thereof or (ii) the
obligations of any indemnitor or guarantor, if any.

     Notwithstanding any provision hereinabove to the contrary, Borrower shall
be personally liable to Lender for:

     (a)  any loss or damage to Lender arising from (i) the sale or forfeiture
          of the Premises resulting from Borrower's failure to pay any of the
          taxes, assessments or charges

                                        4


          specified in the Loan Documents or (ii) Borrower's failure to insure
          the Premises in compliance with the provisions of the Loan Documents;

     (b)  any event or circumstance for which Borrower indemnifies Lender under
          the Environmental Indemnity;

     (c)  nonpayment of taxes, assessments, insurance premiums and utilities for
          the Premises and any penalty or late charge associated with nonpayment
          thereof;

     (d)  material failure to manage, operate, and maintain the Premises in a
          commercially reasonable manner for similar property types in the
          surrounding geographic area;

     (e)  any sums expended by Lender in fulfilling the obligations of Borrower
          as lessor under any Lease of the Premises prior to a sale of the
          Premises pursuant to foreclosure or power of sale, a bona fide sale
          (permitted by the terms of paragraph 2(f) of the Mortgage (it being
          agreed that "Mortgage" as used herein shall be construed to mean
          "mortgage" or "deed of trust" or "trust deed" as the context so
          requires) or consented to in writing by Lender) to an unrelated third
          party or upon conveyance to Lender of the Premises by a deed
          acceptable to Lender in form and content (each of which shall be
          referred to as a "Sale" for purposes of this paragraph) or expended by
          Lender after a Sale of the Premises for obligations of Borrower which
          arose prior to a Sale of the Premises;

          Borrower's personal liability for items specified in (c), (d) and (e)
          above shall be limited to the amount of rents, issues, proceeds and
          profits from the Premises ("Rents and Profits") received by Borrower
          for the twenty-four (24) months preceding an Event of Default and
          thereafter; but less any such Rents and Profits applied to (A) payment
          of principal, interest and other charges when due under the Loan
          Documents, or (B) payment of expenses for the operation, maintenance,
          taxes, assessments, utility charges and insurance of the Premises
          including sufficient reserves for the same or replacements or renewals
          thereof ("Operation Expense(s)") provided that (x) Borrower has
          furnished Lender with evidence reasonably satisfactory to Lender of
          the Operation Expenses and payment thereof, and (y) any payments to
          parties related to Borrower shall be considered an Operation Expense
          only to the extent that the amount expended for the Operation Expense
          does not exceed the then current market rate for such Operation
          Expense.

     (f)  any rents or other income regardless of type or source of payment or
          other considerations in lieu thereof (including, but not limited to,
          common area maintenance charges, lease termination payments, refunds
          of any type, prepayment of rents, settlements of litigation, or
          settlements of past due rents) from the Premises which Borrower has
          received or will receive after an Event of Default under the Loan
          Documents which are not applied to (A) payment of

                                        5


          principal, interest and other charges when due under the Loan
          Documents or (B) payment of Operation Expenses provided that (x)
          Borrower has furnished Lender with evidence reasonably satisfactory to
          Lender of the Operation Expenses and payment thereof, and (y) any
          payments to parties related to Borrower shall be considered an
          Operation Expense only to the extent that the amount expended for the
          Operation Expense does not exceed the then current market rate for
          such Operation Expense;

     (g)  any security deposits of tenants not otherwise applied in accordance
          with the terms of the Lease(s), together with any interest on such
          security deposits required by law or the leases, not turned over to
          Lender upon conveyance of the Premises to Lender pursuant to
          foreclosure or power of sale or by a deed acceptable to Lender in form
          and content;

     (h)  misapplication or misappropriation of tax reserve accounts, tenant
          improvement reserve accounts, security deposits, prepaid rents or
          other similar sums paid to or held by Borrower or any other entity or
          person in connection with the operation of the Premises;

     (i)  any insurance or condemnation proceeds or other similar funds or
          payments applied by Borrower in a manner other than as expressly
          provided in the Loan Documents; and

     (j)  any loss or damage to Lender arising from any fraud or willful
          misrepresentation by or on behalf of Borrower, Interest Owner or any
          guarantor regarding the Premises, the making or delivery of any of the
          Loan Documents or in any materials or information provided by or on
          behalf of Borrower, Interest Owner or guarantor, if any, in connection
          with the Loan.

          Notwithstanding anything contained in paragraphs 9(a)(i) and 9(c)
          hereinabove as it relates solely to taxes, assessments and insurance
          premiums, to the extent Lender is impounding for taxes, assessments
          and insurance premiums in accordance with the Loan Documents and
          Borrower has fully complied with all terms and conditions of the Loan
          Documents relating to impounding for the same, then Borrower shall not
          be personally liable for Lender's failure to apply any of said impound
          amounts held by Lender in accordance with the Loan Documents.

          Notwithstanding anything to the contrary in the Loan Documents, the
          limitation on liability contained in the first paragraph of this
          paragraph 9 SHALL BECOME NULL AND VOID and shall be of no further
          force and effect in the event of any breach or violation of paragraph
          2(f) (due on sale or encumbrance) of the Mortgage, other than (i) the
          filing of a nonmaterial mechanic's lien affecting the Premises or a
          mechanic's lien affecting the Premises for which Borrower has

                                        6


          complied with the provisions of paragraph 1(e) of the Mortgage, or
          (ii) the granting of any utility or other nonmaterial easement or
          servitude burdening the Premises, or (iii) any transfer or encumbrance
          of a nonmaterial economic interest in the Premises not otherwise set
          forth in (i) or (ii).

10.  If more than one, all obligations and agreements of Borrower are joint and
several.

11.  This Note may not be changed or terminated orally, but only by an agreement
in writing and signed by the party against whom enforcement of any waiver,
change, modification or discharge is sought. All of the rights, privileges and
obligations hereunder shall inure to the benefit of the heirs, successors and
assigns of Lender and shall bind the heirs and permitted successors and assigns
of Borrower.

12.  If any provision of this Note shall, for any reason, be held to be invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof, but this Note shall be construed as if such invalid or
unenforceable provision had never been contained herein.

     This Note may be executed in counterparts, each of which shall be deemed an
original; and such counterparts when taken together shall constitute but one
agreement.


                      REMAINDER OF PAGE INTENTIONALLY BLANK

                            (Signatures on next page)

                                        7


     IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed and
delivered as of the date first set forth above.

                                             INLAND WESTERN LARKSPUR, L.L.C., a
                                             Delaware limited liability company

                                             By: INLAND WESTERN RETAIL REAL
                                                 ESTATE TRUST, INC., a Maryland
                                                 corporation, Member


                                                 By:  /s/  Debra A Palmer
                                                      ----------------------
                                                      Name:  Debra A Palmer
                                                            ----------------
                                                      Title: Asst Secretary
                                                            ----------------

                                        8

EX-10.62

                                                                   Exhibit 10.62

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

THOMPSON & KNIGHT L.L.P.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
ATTENTION: JEANNE M. BURTON


                        DEED OF TRUST, SECURITY AGREEMENT
                             AND ASSIGNMENT OF RENTS
                                 LOAN NO. 753820

A.   THIS DEED OF TRUST (as the same may from time to time hereafter be
modified, supplemented or amended, this "DEED OF TRUST") is made as of January
30, 2004, by and between INLAND WESTERN LARKSPUR, L.L.C., a Delaware limited
liability company, having its principal place of business and post office
address at 2901 Butterfield Road, Oak Brook, Illinois 60523, as "BORROWER"
("Borrower" to be construed as "Borrowers" if the context so requires), S. P.
FRANZENBURG, whose address is 801 Grand Avenue, Des Moines, Iowa 50392-1450, as
"TRUSTEE", and PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address c/o Principal Real Estate
Investors, LLC at 801 Grand Avenue, Des Moines, Iowa 50392-1450, as "LENDER".

                                   WITNESSETH:

B.   Borrower is justly indebted to Lender for money borrowed (the "LOAN") in
the original principal sum of Thirty Three Million Six Hundred Thirty Thousand
and No/100 Dollars ($33,630,000.00) (the "LOAN AMOUNT") evidenced by Borrower's
secured promissory note of even date herewith, made payable and delivered to
Lender, (as may be modified, amended, supplemented, extended or consolidated in
writing and any note(s) issued in exchange therefor or replacement thereof) (the
"NOTE") in which Note Borrower promises to pay to Lender the Loan Amount,
together with all accrued and unpaid interest thereon, interest accrued at the
Default Rate (if any), Late Charges (if any), the Make Whole Premium (if any),
and all other obligations and liabilities due or to become due to Lender
pursuant to the Loan Documents and all other amounts, sums and expenses paid by
or payable to Lender pursuant to the Loan Documents and the Environmental
Indemnity (collectively the "INDEBTEDNESS") until the Indebtedness has been
paid, but in any event, the unpaid balance (if any) remaining due on the Note
shall be due and payable on February 1, 2009 or such earlier date resulting from
the acceleration of the Indebtedness by Lender (the "MATURITY DATE").
Capitalized terms used herein and not otherwise defined shall have those
meanings given to them in the other Loan Documents.

                                        1


C.   NOW, THEREFORE, to secure the payment of the Indebtedness in accordance
with the terms and conditions of the Loan Documents, and all extensions,
modifications, and renewals thereof and the performance of the covenants and
agreements contained therein, and also to secure the payment of any and all
other Indebtedness, direct or contingent, that may now or hereafter become owing
from Borrower to Lender in connection with the Loan Documents, and in
consideration of the Loan Amount in hand paid, receipt of which is hereby
acknowledged, Borrower does by these presents irrevocably grant, transfer and
assign in trust with power of sale and right of entry and possession unto
Trustee, its successors and assigns forever, that certain real estate and all of
Borrower's estate, right, title and interest therein, located in the county of
Marin, state of California, more particularly described in EXHIBIT A attached
hereto and made a part hereof (the "LAND"), which Land, together with the
following described property, rights and interests, is collectively referred to
herein as the "PREMISES".

D.   Together with Borrower's interest as lessor in and to all Leases and all
Rents, which are pledged primarily and on a parity with the Land and not
secondarily.

E.   Together with all and singular the tenements, hereditaments, easements,
appurtenances, passages, waters, water courses, riparian rights, sewer rights,
rights in trade names, licenses, permits and contracts and all other rights,
liberties and privileges of any kind or character in any way now or hereafter
appertaining to the Land, including but not limited to, homestead and any other
claim at law or in equity as well as any after-acquired title, franchise or
license and the reversion and reversions and remainder and remainders thereof.

F.   Together with the right in the case of foreclosure hereunder of the
encumbered property for Lender to take and use the name by which the buildings
and all other improvements situated on the Premises are commonly known and the
right to manage and operate the said buildings under any such name and variants
thereof.

G.   Together with all right, title and interest of Borrower in any and all
buildings and improvements of every kind and description now or hereafter
erected or placed on the said Land and all materials intended for construction,
reconstruction, alteration and repairs of such buildings and improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Premises immediately upon the delivery thereof to the Premises, and
all fixtures now or hereafter owned by Borrower and attached to or contained in
and used in connection with the Premises including, but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture, furnishings, equipment and personal property owned
by Borrower used or useful in the operation of the Premises; and all renewals or
replacements of all of the aforesaid property owned by Borrower or articles in
substitution therefor, whether or not the same are or shall be attached to said
buildings or improvements in any manner (collectively, the "IMPROVEMENTS"); it
being mutually agreed, intended and declared

                                        2


that all the aforesaid property owned by Borrower and placed by it on the Land
or used in connection with the operation or maintenance of the Premises shall,
so far as permitted by law, be deemed to form a part and parcel of the Land and
for the purpose of this Deed of Trust to be Land and covered by this Deed of
Trust, and as to any of the property aforesaid which does not form a part and
parcel of the Land or does not constitute a "fixture" (as such term is defined
in the Uniform Commercial Code) this Deed of Trust is hereby deemed to be, as
well, a security agreement under the Uniform Commercial Code for the purpose of
creating hereby a security interest in such property which Borrower hereby
grants to Lender as secured party. Borrower authorizes Lender at any time until
the Indebtedness is paid in full, to prepare and file any and all Uniform
Commercial Code financing statements, amendments, assignments, terminations and
the like, necessary to create and/or maintain a prior security interest in such
property all without Borrower's execution of the same.

H.   Together with all right, title and interest of Borrower, now or hereafter
acquired, in and to any and all strips and gores of land adjacent to and used in
connection with the Premises and all right, title and interest of Borrower, now
owned or hereafter acquired, in, to, over and under the ways, streets, sidewalks
and alleys adjoining the Premises.

I.   Together with all funds now or hereafter held by Lender under any escrow
security agreement or under any of the terms hereof, including but not limited
to funds held under the provisions of paragraph 5 hereof, insurance proceeds
from all insurance policies required to be maintained by Borrower under the Loan
Documents (subject to the balance of the terms contained in this Deed of Trust)
and all awards, decrees, proceeds, settlements or claims for damage now or
hereafter made to or for the benefit of Borrower by reason of any damage to,
destruction of or taking of the Premises or any part thereof, whether the same
shall be made by reason of the exercise of the right of eminent domain or by
condemnation or otherwise (a "TAKING").

J.   TO HAVE AND TO HOLD the same unto Trustee, Trustee's successors and
assigns, upon the trusts, covenants and agreements herein expressed.

K.   Borrower represents that it is the absolute owner in fee simple of the
Premises described in Exhibit A, which Premises are free and clear of any liens
or encumbrances except as set out in Exhibit B attached hereto, and except for
taxes which are not yet due or delinquent. Borrower shall forever warrant and
defend the title to the Premises against all claims and demands of all persons
whomsoever and will on demand execute any additional instrument which may be
required to give Trustee a valid first lien on all of the Premises, subject to
the "PERMITTED ENCUMBRANCES" set forth in Exhibit B.

L.   Borrower further represents that (i) the Premises is not subject to any
casualty damage; (ii) Borrower has not received any written notice of any
eminent domain or condemnation proceeding affecting the Premises; and (iii) to
the best of Borrower's knowledge following due and diligent inquiry, there are
no actions, suits or proceedings pending, completed or threatened

                                        3


against or affecting Borrower or any person or entity owning an interest
(directly or indirectly) in Borrower ("INTEREST OWNER(S)") or any property of
Borrower or any Interest Owner in any court or before any arbitrator of any kind
or before or by any governmental authority (whether local, state, federal or
foreign) that, individually or in the aggregate, could reasonably be expected by
Lender to be material to the transaction contemplated hereby.

M.   Borrower further represents and warrants that as of the date hereof and
until the Indebtedness is paid in full: (i) Borrower is not and will not be an
"employee benefit plan" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I
of ERISA; (ii) the assets of Borrower do not and will not constitute "plan
assets" of one or more such plans for purposes of Title I of ERISA; (iii)
Borrower is not and all will not be a "governmental plan" within the meaning of
Section 3(32) of ERISA; (iv) transactions by or with Borrower are not and will
not be subject to state statutes applicable to Borrower regulating investments
of and fiduciary obligations with respect to governmental plans; (v) Borrower
has made and will continue to make all required contributions to all employee
benefit plans, if any, established for or on behalf of Borrower or to which
Borrower is required to contribute; (vi) Borrower has and will continue to
administer each such plan, if any, in accordance with its terms and the
applicable provisions of ERISA and any other federal or state law; and (vii)
Borrower has not and will not permit any liability under Sections 4201, 4243,
4062 or 4069 of Title IV of ERISA or taxes or penalties relating to any
employee benefit plan or multi-employer plan to become delinquent or assessed,
respectively, which would have a material adverse effect upon (i) the business
or the financial position or results of operation of Borrower, (ii) the ability
of Borrower to perform, or of Lender to enforce, any of the Loan Documents or
Environmental Indemnity or (iii) the value of the Premises.

     BORROWER COVENANTS AND AGREES AS FOLLOWS:

     1.   Borrower shall

          (a)  pay each item of Indebtedness secured by this Deed of Trust when
               due according to the terms of the Loan Documents;

          (b)  pay a Late Charge on any payment of principal, interest, Make
               Whole Premium or Indebtedness which is not paid on or before the
               due date thereof to cover the expense involved in handling such
               late payment;

          (c)  pay on or before the due date thereof any indebtedness permitted
               to be incurred by Borrower pursuant to the Loan Documents and any
               other claims which could become a lien on the Premises (unless
               otherwise specifically addressed in paragraph 1(e) hereof), and
               upon request of Lender exhibit satisfactory evidence of the
               discharge thereof;

                                        4


          (d)  complete within a reasonable time, the construction of any
               Improvements now or at any time in process of construction upon
               the Land which are required to be performed by Borrower;

          (e)  manage, operate and maintain the Premises and keep the Premises,
               including but not limited to, the Improvements, in good condition
               and repair and free from mechanics' liens or other liens or
               claims for liens, provided however, that Borrower may in good
               faith, with reasonable diligence and upon written Notice to
               Lender within twenty (20) days after Borrower has knowledge of
               such lien or claim, contest the validity or amount of any such
               lien or claim and defer payment and discharge thereof during the
               pendency of such contest in the manner provided by law, provided
               that (i) such contest may be made without the payment thereof;
               (ii) such contest shall prevent the sale or forfeiture of the
               Premises or any part thereof, or any interest therein, to satisfy
               such lien or claim; (iii) Borrower shall have obtained a bond
               over such lien or claim from a bonding company acceptable to
               Lender which has the effect of removing such lien or collection
               of the claim or lien so contested; and (iv) Borrower shall pay
               all costs and expenses incidental to such contest; and further
               provided, that in the event of a final, non-appealable ruling or
               adjudication adverse to Borrower and provided the court of
               jurisdiction has not granted a stay of the enforcement of the
               ruling or judgment, Borrower shall promptly pay such claim or
               lien, shall indemnify and hold Lender and the Premises harmless
               from any loss for damage arising from such contest and shall take
               whatever action necessary to prevent sale, forfeiture or any
               other loss or damage to the Premises or to the Lender;

          (f)  comply, and cause each lessee or other user of the Premises to
               comply, with all requirements of law and ordinance, and all rules
               and regulations, now or hereafter enacted, by authorities having
               jurisdiction of the Premises and the use thereof, including but
               not limited to all covenants, conditions and restrictions of
               record pertaining to the Premises, the Improvements, and the use
               thereof (collectively, "LEGAL REQUIREMENTS");

          (g)  subject to the provisions of paragraph 6 hereof, promptly repair,
               restore or rebuild any Improvements now or hereafter a part of
               the Premises which may become damaged or be destroyed by any
               cause whatsoever, so that upon completion of the repair,
               restoration and rebuilding of such Improvements, there will be no
               liens of any nature arising out of the construction and the
               Premises will be of substantially the same character and quality
               as it was prior to the damage or destruction;

                                        5


          (h)  if other than a natural person, do all things necessary to
               preserve and keep in full force and effect its existence,
               franchises, rights and privileges under the laws of the state of
               its formation and, if other than its state of formation, the
               state where the Premises is located. Borrower shall notify Lender
               at least thirty (30) days prior to (i) any relocation of
               Borrower's principal place of business to a different state or
               any change in Borrower's state of formation, and/or (ii) if
               Borrower is an individual, any relocation of Borrower's principal
               residence to a different state;

          (i)  do all things necessary to preserve and keep in full force and
               effect Lender's title insurance coverage insuring the lien of
               this Deed of Trust as a first and prior lien, subject only to the
               Permitted Encumbrances stated in Exhibit B and any other
               exceptions after the date of this Deed of Trust approved in
               writing by Lender, including without limitation, delivering to
               Lender not less than 30 days prior to the effective date of any
               rate adjustment, modification or extension of the Note or any
               other Loan Document, any new policy or endorsement which may be
               reasonably required to assure Lender of such continuing coverage;

          (j)  execute any and all documents which may be required to perfect
               the security interest granted by this Deed of Trust; and

          (k)  remain a Single-Purpose Entity.

     2.   Borrower shall not:

          (a)  except as required by applicable Legal Requirements, construct
               any building or structure nor make any alteration or addition
               (other than normal repair and maintenance) to (i) the roof or any
               structural component of any Improvements on the Premises, or (ii)
               the building operating systems, including but not limited to, the
               mechanical, electrical, heating, cooling, or ventilation systems
               (other than replacement with equal or better quality and
               capacity), without the prior written consent of Lender not to be
               unreasonably withheld;

          (b)  remove or demolish any material Improvements, or any portion
               thereof, which at any time constitutes a part of the Premises.

               Notwithstanding anything hereinabove to the contrary, Borrower
               may construct, remove or demolish tenant improvements within the
               then existing building(s) or other structures to the extent such
               work is required solely under the terms of any Leases approved by
               Lender provided (i) no Event of Default exists under the Loan
               Documents; (ii) the work is

                                        6


               completed on a timely basis, in a good, workmanlike, lien-free
               manner and in accordance with all Legal Requirements, and (iii)
               such work does not negatively affect the structural integrity of
               the Improvements or the value of the Premises;

          (c)  cause or permit any change to be made in the general use of the
               Premises without Lender's prior written consent;

          (d)  initiate any or acquiesce to a zoning reclassification or
               material change in zoning without Lender's prior written consent.
               Borrower shall use all reasonable efforts to contest any such
               zoning reclassification or change;

          (e)  make or permit any use of the Premises that could with the
               passage of time result in the creation of any right of use, or
               any claim of adverse possession or easement on, to or against any
               part of the Premises in favor of any person or entity or the
               public;

          (f)  allow any of the following to occur (unless a Permitted
               Transfer):

               (i)     a Transfer of all or any portion of the Premises or any
                       interest in the Premises;

               (ii)    a Transfer of any ownership interest in Borrower or any
                       entity which owns, directly or indirectly, an interest in
                       Borrower at any level of the ownership structure; or

               (iii)   in addition to (i) and (ii) above, if the Borrower is a
                       trust, or if a trust owns an interest, directly or
                       indirectly, in any entity which owns an interest in
                       Borrower at any level of the ownership structure, the
                       addition, deletion or substitution of a trustee of such
                       trust.

               If any of such events occur, it shall be null and void and shall
               constitute an Event of Default under the Loan Documents.

               It is understood and agreed that the Indebtedness evidenced by
               the Note is personal to Borrower and in accepting the same Lender
               has relied upon what it perceived as the willingness and ability
               of Borrower to perform its obligations under the Loan Documents
               and the Environmental Indemnity and as lessor under the Leases of
               the Premises. Furthermore, Lender may consent to a Transfer and
               expressly waive Borrower's covenants contained in this paragraph
               2(f), in writing to Borrower; however any such consent and waiver
               shall not constitute any consent or waiver of such covenants as

                                        7


               to any Transfer other than that for which the consent and waiver
               was expressly granted. Furthermore, Lender's willingness to
               consent to any Transfer and waive Borrower's covenants contained
               in this paragraph 2(f), implies no standard of reasonableness in
               determining whether or not such consent shall be granted and the
               same may be based upon what Lender solely deems to be in its best
               interest.

               For purposes of the Loan Documents, the following terms shall
               have the respective meanings set forth below:

               "TRANSFER" or "TRANSFERRED" shall mean with respect to the
               Premises, an interest in the Premises, or an ownership interest
               or interest therein:

               (i)     a sale, assignment, transfer, conveyance or other
                       disposition (whether voluntary, involuntary or by
                       operation of law);
               (ii)    the creation, sufferance or granting of any lien,
                       encumbrance, security interest or collateral assignment
                       (whether voluntarily, involuntarily or by operation of
                       law), other than the lien hereof, the leases of the
                       Premises assigned to Lender, the Permitted Encumbrances,
                       the granting of a lien on a tenant's interest under any
                       Lease in accordance with the terms specifically set forth
                       therein, and those liens which Borrower is contesting in
                       accordance with the provisions of paragraph 1(e);
               (iii)   the issuance or other creation of ownership interests in
                       an entity;
               (iv)    the reconstitution or conversion from one entity to
                       another type of entity;
               (v)     a merger, consolidation, reorganization or any other
                       business combination; or
               (vi)    a conversion to or operation of all or any portion of the
                       Premises as a cooperative or condominium form of
                       ownership.

               "PERMITTED TRANSFER" shall mean:

               (i)     a minor (as determined by Lender) conveyance of an
                       interest in the Premises by Borrower, such as a utility
                       easement, and for which Lender has given its prior
                       written consent and imposed such conditions as Lender
                       deems advisable and appropriate;
               (ii)    a sale, assignment, transfer or conveyance of all or any
                       portion of the Premises or an interest in the Premises
                       for which Borrower has complied with all of the Property
                       Transfer Requirements; or
               (iii)   any of the following Transfers for which Borrower has
                       complied with all of the Ownership Transfer Requirements
                       as applicable and Lender has given its prior written
                       consent (and in connection with

                                        8


                       such consent, Lender may impose any conditions it wishes
                       in its sole discretion);

                       (A)   a sale, assignment, transfer, or conveyance of an
                             ownership interest or interest therein;
                       (B)   the issuance or other creation of ownership
                             interests in an entity;
                       (C)   a reconstitution or conversion from one entity to
                             another type of entity;
                       (D)   a merger, consolidation, reorganization or any
                             other business combination;

               (iv)    with at least thirty (30) days advance written notice,
                       transfers of ownership interests in Borrower and entities
                       owning interests in Borrower between Inland Western
                       Retail Real Estate Trust, Inc., a Maryland corporation
                       ("IWRRET"), and its wholly owned affiliates for which
                       Borrower has complied with all of the Specific Transfer
                       Requirements - 1;
               (v)     with at least thirty (30) days advance written notice,
                       transfers of ownership interests in Borrower and/or
                       shares in entities owning interests in Borrower to
                       Qualified New Members (hereinafter defined), for which
                       Borrower has complied with all of the Specific Transfer
                       Requirements - 2 (for purposes of this Permitted
                       Transfer, a "Qualified New Member" shall be defined as an
                       institutional investor or fund managed by an
                       institutional investor having assets of $100,000,000 or
                       more;
               (vi)    with at least thirty (30) days advance written notice,
                       transfers of direct or indirect ownership interests in
                       Borrower and entities owning interests in Borrower and
                       IWRRET, and its wholly owned affiliates to a Qualified
                       Successor) (hereinafter defined) and/or its wholly owned
                       affiliates for which Borrower has complied with all of
                       the Specific Transfer Requirements - 3 (for purposes of
                       this Permitted Transfer, a "Qualified Successor" shall be
                       defined as an entity with a tangible net worth of
                       $200,000,000 or more); a debt to equity ratio of 1.5 or
                       less; and management personnel experienced in the
                       ownership and management of retail properties similar to
                       the Premises; or
               (vii)   transfers of ownership interests in IWRRET.

               "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

               1.      Prior review and approval of the proposed purchaser or
                       other transferee and the subject transaction by Lender,
                       at Lender's sole

                                        9


                       discretion. Review of the proposed purchaser or other
                       transferee and the subject transaction shall encompass
                       various factors, including, but not limited to, the
                       proposed purchaser's or other transferee's
                       creditworthiness, financial strength, and real estate
                       management and leasing expertise as well as the proposed
                       transaction's effect on the Premises, the Borrower, and
                       other security for the Loan;

               2.      Payment to Lender of an assumption fee equal to the
                       greater of: (a) one half of one percent (0.5%) of the
                       principal balance of the Note; or (b) $15,000.00;
                       provided, however, that Lender will require $15,000.00 of
                       such fee to be paid at the beginning of Lender's review
                       process, and such sum shall be nonrefundable and earned
                       upon receipt by Lender whether or not the transaction is
                       ultimately completed or Lender ultimately approves the
                       proposed purchaser or other transferee;

               3.      Receipt, at Borrower's expense, of either (at Lender's
                       discretion) a new ALTA standard loan policy or an
                       endorsement updating the Lender's existing loan policy in
                       the full amount of the Loan, in form and by an issuer
                       satisfactory to Lender, and which insures this Deed of
                       Trust to be a first and prior lien subject only to those
                       exceptions which were previously approved by Lender and
                       provides coverage against usury and mechanic's liens;

               4.      Receipt by Lender of copies of all relevant information
                       and documentation relating to or required by Lender in
                       connection with the proposed transfer including but not
                       limited to (a) the organizational documents of the
                       proposed transferee and an opinion of counsel
                       satisfactory to Lender as to its due formation, valid
                       existence and authority to enter into and carry out the
                       proposed transaction as well as the proposed transferee's
                       compliance with its status as a Single Purpose Entity;
                       (b) the deeds or other instruments of transfer and
                       documents relating to the assignment and assumption of
                       Leases; (c) evidence of compliance with the insurance
                       requirements contained in the Loan Documents; and (d)
                       compliance with such other closing requirements as are
                       customarily imposed by Lender in connection with such
                       transactions;

               5.      Execution, delivery, acknowledgment and recordation, as
                       applicable, of new, revised and/or replacement assumption
                       agreements, loan modification agreements, indemnification

                                       10


                       agreements, escrow security or property reserves
                       agreements, security instruments, financing statements,
                       UCCs, new or revised letters of credit and/or guarantees
                       in form and substance satisfactory to Lender;

               6.      Payment of outside counsel fees and costs, other
                       applicable professional's fees and costs, taxes,
                       recording fees and the like, and any other fees and costs
                       incurred;

               7.      Receipt by Lender of 60 days advance written notice of
                       the proposed Transfer in question;

               8.      Receipt by Lender of a waiver from any tenant having a
                       right or option to purchase the Premises or any portion
                       thereof, waiving such right or option in form and
                       substance acceptable to Lender; and

               9.      At Lender's option, and if required by the procedures
                       promulgated by any rating agency(ies) associated with a
                       securitization transaction with respect to the Loan,
                       receipt by Lender of written evidence from such
                       agency(ies) to the effect that the proposed transfer will
                       not result in a re-qualification, reduction or withdrawal
                       of any rating in effect immediately prior to such
                       transfer issued in connection with the securitization
                       transaction.

               "OWNERSHIP TRANSFER REQUIREMENTS" are all of the Property
               Transfer Requirements which Lender deems appropriate in its
               discretion, as well as a reasonable processing fee to be
               determined by Lender; provided, however, that (i) with respect to
               item 2 of the Property Transfer Requirements, the 0.5% component
               of the fee shall be prorated (subject, however, to the $15,000
               minimum) based on Lender's calculation of the effective
               percentage interest in Borrower transferred, and (ii) item 3 of
               the Property Transfer Requirements shall be required, at Lender's
               discretion, only in the event of (A) a merger, consolidation,
               reorganization or any other business combination, or (B) a
               reconstitution or conversion from one entity to another type of
               entity.

          "SPECIFIC TRANSFER REQUIREMENTS - 1" are all of the following which
          Borrower agrees to provide to Lender prior to each proposed transfer:
          (i) a transfer fee of $2,000.00; (ii) all relevant documentation and
          information related to the organization, authority, and validity of
          the proposed ownership interest purchaser, transferee and the
          transaction in general; (iii) all documents and instruments of
          conveyance, transfer and assignment; (iv) at Lender's discretion, a
          reaffirmation

                                       11


          of the obligations of the Guarantor(s) under the Guaranty; and (v)
          evidence of payment of all outside counsel fees, professional fees,
          title insurance fees, if any, and any and all other fees, costs and
          expenses related to the proposed transfer (provided that no assumption
          or transfer fee other than the $2,000 fee stated in (i) above shall be
          required).

          "SPECIFIC TRANSFER REQUIREMENTS - 2" are all of the following which
          Borrower agrees to provide to Lender prior to each proposed transfer:
          IWRRET or a wholly owned affiliate thereof (i) (a) retains 51% or more
          of the ownership interest in the Borrower, or (b) retains ownership of
          20% to 50% of the ownership interest in the Borrower subject to
          Lender's review and approval in each instance of the proposed
          transferee and the subject transaction; Lender's review of the
          proposed transferee and subject transaction shall encompass various
          factors, including but not limited to, transferee's creditworthiness,
          financial strength, and real estate management expertise, as well as
          the proposed transaction's effect on the Premises, Borrower and the
          other security for the Loan, and (ii) otherwise retains operational
          and management control of Borrower as determined by Lender, and
          further provided Borrower provides Lender each of the following items
          prior to each proposed transfer: (a) a transfer fee equal to the
          greater of $5,000.00 or the product of the percentage ownership
          interest in Borrower to be transferred multiplied by one percent (1%)
          of the outstanding principal balance of the Loan; (b) all relevant
          documentation and information related to the organization, authority,
          and validity of the proposed ownership interest purchaser, transferee
          and the transaction in general; (c) all documents and instruments of
          conveyance, transfer and assignment; (d) a reaffirmation of the
          obligations of the Guarantor(s) under the Guaranty; and (e) evidence
          of payment of all outside counsel fees, professional fees, title
          insurance fees and any and all other fees, costs and expenses related
          to the proposed transfer (provided that no assumption or transfer fee
          other than the $5,000.00 fee stated in (a) above shall be required).

          "SPECIFIC TRANSFER REQUIREMENTS - 3" are all of the following which
          Borrower agrees to provide to Lender prior to each proposed transfer:
          (i) said transfers are made to accommodate either the merger of IWRRET
          with the Qualified Successor or the sale of a majority of IWRRET's
          assets to the Qualified Successor; and (ii) the Qualified Successor
          retains direct or indirect ownership of 51% or more of the ownership
          interests in the Borrower and (iv) the Qualified Successor otherwise
          retains operational and management control of Borrower as determined
          by Lender, and further provided, Borrower provides Lender with each of
          the following items prior to the proposed transfer: (a) a transfer fee
          of $10,000.00; (b) all relevant documentation and information related
          to the organization, authority, and validity of the proposed
          ownership interest purchaser, transferee and the transaction in
          general; (c) all documents and instruments of conveyance, transfer and
          assignment; (d) a reaffirmation of the obligations of the Guarantor(s)
          under the Guaranty or assumption thereof by an individual(s) or
          entity(ies) acceptable to

                                       12


          Lender in its sole discretion; and (e) evidence of payment of all
          outside counsel fees, professional fees, title insurance fees and any
          and all other fees, costs and expenses related to the proposed
          transfer (provided that no assumption or transfer fee other than the
          $10,000.00 fee stated in (a) above shall be required).

     3    (a)  Borrower shall pay or cause to be paid when due and before any
               penalty attaches or interest accrues all general taxes, special
               taxes, assessments (including assessments for benefits from
               public works or improvements whenever begun or completed),
               utility charges, water charges, sewer service charges, common
               area maintenance charges, if any, vault or space charges and all
               other like charges against or affecting the Premises or against
               any property or equipment located on the Premises, or which might
               become a lien on the Premises, and shall, within 10 days
               following Lender's request, furnish to Lender a duplicate receipt
               of such payment. If any such tax, assessment or charge may
               legally be paid in installments, Borrower may, at its option, pay
               such tax, assessment or charge in installments.

          (b)  If Borrower desires to contest any tax, assessment or charge
               relating to the Premises, Borrower may do so by paying the same
               in full, under protest, in the manner provided by law; provided,
               however, that

               (i)     if contest of any tax, assessment or charge may be made
                       without the payment thereof, and

               (ii)    such contest shall have the effect of preventing the
                       collection of the tax, assessment or charge so contested
                       and the sale or forfeiture of the Premises or any part
                       thereof or any interest therein to satisfy the same,

               then Borrower may in its discretion and upon the giving of
               written notice to Lender of its intended action and upon the
               furnishing to Lender of such security or bond as Lender may
               require, contest any such tax, assessment or charge in good faith
               and in the manner provided by law. All costs and expenses
               incidental to such contest shall be paid by Borrower. In the
               event of a ruling or adjudication adverse to Borrower, Borrower
               shall promptly pay such tax, assessment or charge. Borrower shall
               indemnify and save harmless the Lender and the Premises from any
               loss or damage arising from any such contest and shall, if
               necessary to prevent sale, forfeiture or any other loss or damage
               to the Premises or to Lender, pay such tax, assessment or charge
               or take whatever action is necessary to prevent any sale,
               forfeiture or loss.

                                       13


     4    (a)  Borrower shall at all times keep or cause to be kept in force (i)
               property insurance insuring all Improvements which now are or
               hereafter become a part of the Premises for perils covered by a
               causes of loss-special form insurance policy, including coverage
               against terrorism containing both replacement cost and agreed
               amount endorsements or equivalent coverage; (ii) commercial
               general liability insurance naming Lender as an additional
               insured protecting Borrower and Lender against liability for
               bodily injury or property damage occurring in, on or adjacent to
               the Premises in commercially reasonable amounts; (iii) boiler and
               machinery insurance if the property has a boiler or is an office
               building; (iv) rental value insurance for the perils specified
               herein for one hundred percent (100%) of the Rents (including
               operating expenses, real estate taxes, assessments and insurance
               costs which are lessee's liability) for a period of twelve (12)
               months; (v) builders risk insurance during all periods of
               construction; and (vi) insurance against all other hazards as may
               be reasonably required by Lender, including, without limitation,
               insurance against loss or damage by flood. Notwithstanding
               anything herein above to the contrary, if neither: (i) property
               insurance without an exclusion for terrorism, terrorist acts or
               similar perils ("Terrorism") nor; (ii) a separate policy insuring
               specifically against Terrorism is available at a cost which is in
               Lender's opinion is commercially reasonable, taking into
               consideration, among other things: (a) how properties similar in
               type, size, quality and location are insured with respect to
               Terrorism; and (b) the amount of coverage, premium and deductible
               applicable to such insurance, then Lender agrees to waive the
               requirement to provide insurance covering Terrorism until such
               coverage again becomes available at a cost, which in Lender's
               opinion is commercially reasonable.

          (b)  All insurance (including deductibles and exclusions) shall be in
               form, content and amounts approved by Lender and written by an
               insurance company or companies approved by Lender and rated A-,
               class size VIII or better in the most current issue of Best's
               Insurance Reports and which is licensed to do business in the
               state in which the Premises are located or a governmental agency
               or instrumentality approved by Lender. The policies for such
               insurance shall have attached thereto standard mortgagee clauses
               in favor of and permitting Lender to collect any and all proceeds
               payable thereunder and shall include a 30 day (except for
               nonpayment of premium, in which case, a 10 day) notice of
               cancellation clause in favor of Lender. All certificates of
               insurance (or policies if requested by Lender) shall be delivered
               to and held by Lender as further security for the payment of the
               Note and any other obligations arising under the Loan Documents,
               with evidence of renewal coverage delivered to Lender at least 30
               days before the expiration date of any policy. Borrower shall not
               carry or permit to be

                                       14


               carried separate insurance, concurrent in kind or form and
               contributing in the event of loss, with any insurance required in
               the Loan Documents.

     5    (a)  Upon the occurrence of an Event of Default and upon request of
               Lender, Borrower shall deposit with and pay to Lender, on the
               Closing Date and/or on each payment date specified in the Note,
               sums calculated by Lender for payment of the following as they
               become due and payable: (i) the estimated taxes and assessments
               assessed or levied against the Premises, and (ii) the estimated
               premiums for insurance required by the Loan Documents, excluding
               commercial general liability insurance. Lender shall use such
               deposits to pay the taxes, assessments and premiums when the same
               become due. Borrower shall procure and deliver to Lender, in
               advance, statements for such charges. If the total payments made
               by Borrower under this paragraph exceed the amount of payments
               actually made by Lender for taxes, assessments and insurance
               premiums, such excess shall be credited by Lender on subsequent
               deposits to be made by Borrower. If, however, the deposits are
               insufficient to pay the taxes, assessments and insurance premiums
               when the same shall be due and payable, Borrower will pay to
               Lender any amount necessary to make up the deficiency, five (5)
               business days before the date when payment of such taxes,
               assessments and insurance premiums shall be due. If at any time
               Borrower shall tender to Lender, in accordance with the
               provisions of the Note secured by this Deed of Trust, full
               payment of the entire Indebtedness represented thereby, Lender
               shall, in computing the amount of such Indebtedness, credit to
               the account of Borrower any balance remaining in the funds
               accumulated and held by Lender under the provisions of this
               paragraph. If there is an Event of Default resulting in a public
               sale of the Premises, or if Lender otherwise acquires the
               Premises after an Event of Default, Lender shall apply, at the
               time of commencement of such proceedings, or at the time the
               Premises is otherwise acquired, the balance then remaining in the
               funds accumulated under this paragraph as a credit toward any
               delinquent or accrued taxes and then in such priority as Lender
               elects to the other Indebtedness.

          (b)  Any funds held under this paragraph shall not constitute any
               deposit or account of the Borrower or moneys to which the
               Borrower is entitled upon demand, or upon the mere passage of
               time, or sums to which Borrower is entitled to any interest or
               crediting of interest by virtue of Lender's mere possession of
               such deposits. Lender shall not be required to segregate such
               deposits and may hold such deposits in its general account or any
               other account and may commingle such deposits with any other
               moneys of Lender or moneys which Lender is holding on behalf of
               any other person or entity.

                                       15


     6.   In the event of any damage to or destruction of the Premises, or any
          part thereof:

          (a)  Borrower will immediately notify Lender thereof in the manner
               provided in this Deed of Trust for the giving of notices. Lender
               shall have the right (which may be waived by Lender in writing)
               to settle and adjust any claim under such insurance policies
               required to be maintained by Borrower. In all circumstances, the
               proceeds thereof shall be paid to Lender and Lender is authorized
               to collect and to give receipts therefor. Borrower agrees and
               acknowledges that such proceeds shall be held by Lender without
               any allowance of interest and that in any bankruptcy proceeding
               of Borrower, all such proceeds shall be deemed to be "Cash
               Collateral" as that term is defined in Section 363 of the
               Bankruptcy Code. Provided that no Event of Default exists,
               Borrower shall have the right to participate in any settlement or
               adjustment; provided, however, that any settlement or adjustment
               shall be subject to the written approval of Lender, not to be
               unreasonably withheld.

          (b)  Such proceeds, after deducting therefrom any reasonable expenses
               incurred by Lender in the collection thereof (including but not
               limited to reasonable attorneys' fees and costs), shall be
               applied by Lender to pay the Indebtedness secured hereby
               including, but not limited to the Make Whole Premium, whether or
               not then due and payable, provided, however, that if no Event of
               Default exists at the time of such application, no Make Whole
               Premium shall be due.

               Notwithstanding anything hereinabove to the contrary,

               (i)     in the event the casualty occurs more than six (6) months
                       prior to the Maturity Date and no Event of Default
                       exists, Lender shall apply such proceeds as outlined
                       below; provided, further, that Lender's rights in this
                       subparagraph are subject to Borrower's rights to use such
                       proceeds for rebuilding and restoring the buildings and
                       improvements as may be required or permitted by law in
                       effect at the time of the loss.

                       (A)   If the aggregate amount of such proceeds is less
                             than $250,000, Lender shall pay such proceeds
                             directly to Borrower, to be held in trust for
                             Lender and applied to the cost of rebuilding and
                             restoring the Premises.

                       (B)   If the aggregate amount of such proceeds equals or
                             exceeds $250,000 Lender shall disburse such amounts
                             of the

                                       16


                             proceeds as Lender reasonably deems necessary for
                             the repair or replacement of the Premises, subject
                             to the conditions set forth in paragraph 6(c)
                             below.

               (ii)    in the event (x) an Event of Default exists, or (y) the
                       casualty occurs during the last six (6) months prior to
                       the Maturity Date and Lender determines that the repair
                       and restoration of such casualty cannot be completed
                       prior to the Maturity Date, or (z) the conditions set
                       forth in paragraph 6(c) are not met, then Lender, in its
                       sole and absolute discretion may either:

                       (A)   declare the entire Indebtedness to be immediately
                             due and payable, provided, however, that if no
                             Event of Default exists, no Make Whole Premium
                             shall be due. All proceeds shall be applied toward
                             payment of the Indebtedness in such priority as
                             Lender elects; or

                       (B)   disburse such proceeds as Lender reasonably deems
                             necessary for the repair or replacement of the
                             Premises subject to those conditions set forth in
                             paragraph 6(c) which Lender in its sole and
                             absolute discretion may require.

          (c)  (i)     In the event that Borrower is to be reimbursed out of the
                       insurance proceeds or out of any award or payment
                       received with respect to a Taking, Lender shall from time
                       to time make available such proceeds, subject to the
                       following conditions: (a) there continues to exist no
                       Event of Default; (b) the delivery to Lender of
                       satisfactory evidence of the estimated cost of completion
                       of such repair and restoration work and any architect's
                       certificates, waivers of lien, contractor's sworn
                       statements, and other evidence of cost and of payment and
                       of the continued priority of the lien hereof over any
                       potential liens of mechanics and materialmen (including,
                       without limitation, title policy endorsements) as Lender
                       may reasonably require and approve; (c) the time required
                       to complete the repair and restoration work and for the
                       income from the Premises to return to the level it was
                       prior to the loss will not exceed the coverage period of
                       the rental value insurance required hereunder; (d) the
                       annual net cash flow (annual net operating income after
                       deduction for tenant improvements, leasing commissions,
                       annual replacement reserves, and a management fee) shall
                       equal or exceed 1.5 times the annual debt service on the
                       Note. Only net operating income from approved executed
                       Leases in effect on the Premises, having at least three
                       (3) years remaining prior to the expiration of

                                       17


                       their term, with no uncured defaults, shall be used in
                       Lender's determination of the annual net cash flow; (e)
                       Lender approves the plans and specifications of such work
                       before such work is commenced if the estimated cost of
                       rebuilding and restoration exceeds 25% of the
                       Indebtedness or involves any structural changes or
                       modifications. If said plans and specifications
                       substantially comply with those previously approved by
                       Lender, Lender's approval shall not be unreasonably
                       withheld; (f) if the amount of any insurance proceeds,
                       award or other payment is insufficient to cover the cost
                       of restoring and rebuilding the Premises, Borrower shall
                       pay such cost in excess of such proceeds, award or other
                       payment before being entitled to reimbursement out of
                       such funds; (g) Borrower pays to Lender a non-refundable
                       processing fee equal to the greater of $5,000.00 or .25%
                       of the amount of such proceeds within sixty (60) days of
                       the occurrence of any such damage or destruction and
                       before Lender disburses any proceeds; and (h) such other
                       conditions to such disbursements, in Lender's reasonable
                       discretion, as would be customarily required by a
                       construction lender doing business in the area where the
                       Premises is located or which are otherwise required by
                       any rating agency rating a securitization transaction
                       with respect to the Loan.

               (ii)    No payment made by Lender prior to the final completion
                       of the repair or restoration work shall, together with
                       all payments theretofore made, exceed 90% of the cost of
                       such work performed to the time of payment, and at all
                       times the undisbursed balance of said proceeds shall be
                       at least sufficient to pay for the cost of completion of
                       such work free and clear of all liens. Any proceeds
                       remaining after payment of the cost of rebuilding and
                       restoration shall, at the option of Lender, either be (a)
                       applied in reduction of the Indebtedness secured hereby,
                       provided, however, that if no Event of Default exists at
                       the time of such application, no Make Whole Premium shall
                       be due, or (b) paid to Borrower.

               (iii)   Repair and restoration of the Premises shall be commenced
                       promptly after the occurrence of the loss and shall be
                       prosecuted to completion diligently, and the Premises
                       shall be so restored and rebuilt to substantially the
                       same character and quality as prior to such damage and
                       destruction and shall comply with all Legal Requirements.

          (d)  Should such damage or destruction occur after foreclosure or sale
               proceedings have been instituted, the proceeds of any such
               insurance

                                       18


               policy or policies, if not applied in rebuilding or restoration
               of the Improvements, shall be used to pay (i) the Indebtedness
               then due and owing in the event of a non-judicial sale in such
               priority as Lender elects, or (ii) the amount due in accordance
               with any decree of foreclosure or deficiency judgment that may be
               entered in connection with such proceedings, and the balance, if
               any, shall be paid to the owner of the equity of redemption if it
               shall then be entitled to the same, or otherwise as any court
               having jurisdiction may direct.

     7.   In the event of the commencement of a Taking affecting the Premises:

          (a)  Borrower shall notify Lender thereof in the manner provided in
               this Deed of Trust for the giving of notices. Lender may
               participate in such proceeding, and Borrower shall deliver to
               Lender all documents requested by it to permit such
               participation.

          (b)  Borrower shall cause the proceeds of any award or other payment
               made relating to a Taking, to be paid directly to Lender. Lender,
               in its sole and absolute discretion: (i) may apply all such
               proceeds to pay the Indebtedness in such priority as Lender
               elects, provided however, that if no Event of Default exists at
               the time of such application no Make Whole Premium shall be due;
               or (ii) subject to and in accordance with the provisions set
               forth in paragraph 6(c) above, may disburse such amounts of the
               proceeds as Lender reasonably deems necessary for the repair or
               replacement of the Premises.

          Notwithstanding anything herein above to the contrary, provided no
          Event of Default exists, Lender agrees to disburse the proceeds
          received from any Inconsequential Taking, as hereinafter defined, to
          Borrower for the repair and/or replacement of the Premises. An
          Inconsequential Taking shall be a Taking which (i) results in less
          than $250,000 in proceeds; (ii) does not, in Lender's determination,
          materially or adversely affect the Improvements, parking, access,
          ingress, egress or use of the Premises; and (iii) does not trigger any
          rights or options of tenants under the Leases.

     8.   If by the laws of the United States of America or of any state or
          governmental subdivision having jurisdiction over Borrower or of the
          Premises or of the Loan evidenced by the Loan Documents or any
          amendments or modifications thereof, any tax or fee is due or becomes
          due or is imposed upon Lender in respect of the issuance of the Note
          hereby secured or the making, recording and registration of this Deed
          of Trust or otherwise in connection with the Loan Documents, the
          Environmental Indemnity or the Loan, except for Lender's income or
          franchise tax, Borrower covenants and agrees to pay such tax or fee in
          the manner required

                                       19


          by such law and to hold harmless and indemnify Trustee and Lender,
          their successors and assigns, against any liability incurred by reason
          of the imposition of any such tax or fee.

     9.   (a)  Upon the occurrence of any Event of Default, Lender may, but need
               not, make any payment or perform any act herein required of
               Borrower, in any form and manner deemed expedient and may, but
               need not, make full or partial payments of principal or interest
               on prior encumbrances, if any, and purchase, discharge,
               compromise or settle any tax lien or other prior lien or title or
               claim thereof, or redeem from any tax sale or forfeiture
               affecting said Premises, or contest any tax or assessment. All
               moneys paid for any of the purposes herein authorized and all
               reasonable expenses paid or incurred in connection therewith,
               including but not limited to, reasonable attorneys' fees and
               costs and reasonable attorneys' fees and costs on appeal, and any
               other money advanced by Lender to protect the Premises and the
               lien hereof, shall be so much additional Indebtedness secured
               hereby and shall become immediately due and payable without
               notice and with interest thereon at the Default Rate from the
               date of expenditure or advance until paid.

          (b)  In making any payment hereby authorized relating to taxes or
               assessments or for the purchase, discharge, compromise or
               settlement of any prior lien, Lender may make such payment
               according to any bill, statement or estimate secured from the
               appropriate public office without inquiry into the accuracy
               thereof or into the validity of any tax, assessment, sale,
               forfeiture, tax lien or title or claim thereof or without inquiry
               as to the validity or amount of any claim for lien which may be
               asserted.

     10.  If one or more of the following events (herein called an "EVENT OF
          DEFAULT" or "EVENTS OF DEFAULT" as the context so requires) shall have
          occurred:

          (a)  failure to pay when due any principal, interest, Make Whole
               Premium or other Indebtedness, utilities, taxes or assessments or
               insurance premiums required pursuant to the Loan Documents or the
               Environmental Indemnity, and such failure shall have continued
               for 5 days as to payment of any principal, interest or taxes or
               assessments, or insurance premiums or for 5 days after written
               notice specifying such default is given by Lender to Borrower as
               to payment of any Make Whole Premium; or

          (b)  Borrower, Interest Owner or any guarantor voluntarily brings or
               acquiesces to any of the following: (A) any action for
               dissolution, act of dissolution or dissolution or the like of
               Borrower, Interest Owner or any guarantor under the Federal
               Bankruptcy Code as now or hereafter constituted; (B)

                                       20


               the filing of a petition or answer proposing the adjudication of
               Borrower, Interest Owner or any guarantor as a bankrupt or its
               reorganization or arrangement, or any composition, readjustment,
               liquidation, dissolution or similar relief with respect to it
               pursuant to any present or future federal or state bankruptcy or
               similar law; or (C) the appointment by order of a court of
               competent jurisdiction of a receiver, trustee or liquidator of
               the Premises or any part thereof or of Borrower, Interest Owner
               or any guarantor or of substantially all of the assets of
               Borrower, Interest Owner or any guarantor; or

          (c)  one or more of the items set forth in paragraph 10(b) above occur
               which were either not (i) voluntarily brought by Borrower,
               Interest Owner or any guarantor or (ii) acquiesced in by
               Borrower, Interest Owner or any guarantor, and which are not
               discharged or dismissed within 90 days after the action, filing
               or appointment, as the case may be; or

               With respect to the matters in (b) and (c) above for an Interest
               Owner only, no Event of Default shall occur until an interested
               party or Interest Owner asserts a claim or right against Borrower
               or the Premises which delays or otherwise affects Lender's
               rights, remedies, or interests granted under the Loan Documents
               (whether or not such assertion is successful).

          (d)  with respect to the matters not described in the other
               subparagraphs of this paragraph 10, failure to duly observe or
               perform any covenant, condition or agreement of the Borrower or
               any guarantor contained in this Deed of Trust, the Guaranty, the
               Note or the Assignment of Leases from Borrower to Lender or in
               any other instrument or agreement which evidences or secures the
               Loan (the "LOAN DOCUMENTS"), or in the Environmental Indemnity
               and such failure shall have continued for 30 days after Notice
               specifying such failure is given by Lender to Borrower; or

               If any failure to observe or perform under (d) above shall be of
               such nature that it cannot be cured or remedied within 30 days,
               Borrower shall be entitled to a reasonable period of time to cure
               or remedy such failure (not to exceed 90 days following the
               giving of Notice), provided Borrower commences the cure or remedy
               thereof within the 30 day period following the giving of Notice
               and thereafter proceeds with diligence, as determined by Lender,
               to complete such cure or remedy.

          (e)  the failure of Borrower to duly observe or perform any of the
               covenants, conditions and agreements of the Borrower contained in
               paragraph 2(f) of this Deed of Trust; or

                                       21


          (f)  any representation when made by or on behalf of Borrower,
               Interest Owner or any guarantor regarding the Premises, the
               making or delivery of any of the Loan Documents or the
               Environmental Indemnity or in any material written information
               provided by or on behalf of Borrower, Interest Owner or any
               guarantor in connection with the Loan shall prove to be untrue or
               inaccurate in any material respect; or

          (g)  the failure of Borrower to give Notice to Lender within 90 days
               after the death of any individual who is personally liable for
               any obligation under the Loan Documents or the Environmental
               Indemnity, as Borrower, indemnitor or guarantor, whether or not
               such individual had executed the Note or this Deed of Trust; or

          (h)  subject to the provisions of paragraph 2(f), the failure of
               Borrower to provide Lender with an assumption agreement in form
               and substance and executed by a person(s) or entity(ies)
               acceptable to Lender in its sole discretion to assume the
               obligations of any deceased individual who is personally liable
               for any obligation under the Loan Documents or the Environmental
               Indemnity, as Borrower, indemnitor or guarantor, whether or not
               such individual had executed the Note or this Deed of Trust, and
               such failure shall have continued for 90 days after the death of
               such individual; or

          (i)  the failure of Borrower to remain a Single-Purpose Entity;

          then, in each and every such case, the whole of said principal sum
          hereby secured shall, at the option of the Lender and without further
          notice to Borrower, become immediately due and payable together with
          accrued interest thereon, a Make Whole Premium calculated in
          accordance with the provisions of the Loan Documents and all other
          Indebtedness, and whether or not Lender has exercised said option,
          interest shall accrue on the entire principal balance and any interest
          or Make Whole Premium or other Indebtedness then due, at the Default
          Rate until fully paid or if Lender has not exercised said option, for
          the duration of any Event of Default. As used in this Deed of Trust,
          "SINGLE PURPOSE ENTITY" means a corporation, limited or general
          partnership, limited liability company, or business trust which, at
          all times until the Indebtedness is paid in full (i) will be organized
          solely for the purpose of owning the Premises, (ii) will not engage in
          any business unrelated to the ownership of the Premises, (iii) will
          not have any assets other than those related to the Premises, (iv)
          will not engage in, seek or consent to any dissolution, winding up,
          liquidation, consolidation or merger, and, except as otherwise
          expressly permitted by the Loan Documents, will not engage in, seek or
          consent to any asset sale, transfer of partnership, membership,
          shareholder, beneficial interests, or amendment of its limited
          partnership agreement, articles of

                                       22


          incorporation, articles of organization, certificate of formation,
          operating agreement, trust agreement, or trust certificate (as
          applicable), (v) will not fail to correct any known misunderstanding
          regarding the separate identity of such Entity, (vi) without the
          unanimous consent of all of the partners, directors, members,
          beneficial owners and trustees, as applicable, will not with respect
          to itself or to any other Entity in which it has a direct or indirect
          legal or beneficial ownership interest (a) file a bankruptcy,
          insolvency or reorganization petition or otherwise institute
          insolvency proceedings or otherwise seek any relief under any laws
          relating to the relief from debts or the protection of debtors
          generally; (b) seek or consent to the appointment of a receiver,
          liquidator, assignee, trustee, sequestrator, custodian or any similar
          official for such Entity or all or any portion of such Entity's
          properties; (c) make any assignment for the benefit of such Entity's
          creditors; or (d) take any action that might cause such Entity to
          become insolvent, (vii) will maintain its accounts, books and records
          separate from any other person or Entity, (viii) will maintain its
          books, records, resolutions and agreements as official records, (ix)
          has not commingled and will not commingle its funds or assets with
          those of any other person or Entity, (x) has held and will hold its
          assets in its own name, (xi) will conduct its business in its name,
          (xii) will maintain its financial statements, accounting records and
          other Entity documents separate from any other person or Entity,
          (xiii) will pay its own liabilities out of its own funds and assets,
          (xiv) will observe all corporate, limited liability company and
          partnership formalities, as applicable, (xv) has maintained and will
          maintain an arms-length relationship with its Affiliates, (xvi) if
          such Entity owns the Premises, will have no indebtedness other than
          the Indebtedness and commercially reasonable unsecured trade payables
          in the ordinary course of business relating to the ownership and
          operation of the Premises which are paid within sixty (60) days of the
          date incurred, (xvii) will not assume or guarantee or become obligated
          for the debts of any other person or Entity or hold out its credit as
          being available to satisfy the obligations of any other person or
          Entity, except for the Indebtedness, (xviii) will not acquire
          obligations or securities of its partners, members, trustees,
          beneficial owners or shareholders, (xix) will allocate fairly and
          reasonably shared expenses, including, without limitation, shared
          office space and uses separate stationery, invoices and checks, (xx)
          will not pledge its assets for the benefit of any other person or
          Entity, (xxi) will hold itself out and identify itself as a separate
          and distinct Entity under its own name and not as a division or part
          of any other person or Entity, (xxii) will not make loans to any
          person or Entity, (xxiii) will not identify its partners, members,
          shareholders, trustees, beneficiaries or any Affiliates of any of them
          as a division or part of it, (xxiv) will not enter into or be a party
          to, any transaction with its partners, members, shareholders,
          beneficiaries, trustees or its Affiliates except in the ordinary
          course of its business and on terms which are intrinsically fair and
          are no less favorable to it than would be obtained in a comparable
          arms-length transaction with an unrelated third party, (xxv) will pay
          the salaries of its own

                                       23


          employees from its own funds, (xxvi) will maintain adequate capital in
          light of its contemplated business operations, (xxvii) if such Entity
          is a limited liability company, limited partnership, or business trust
          then such Entity shall continue (and not dissolve) for so long as a
          solvent managing member, general partner, or trustee, as applicable,
          exists and such Entity's organizational documents shall contain such
          provision.

     11.  Borrower agrees that if Lender accelerates the whole or any part of
          the principal sum hereby secured after the occurrence of an Event of
          Default, or applies any proceeds pursuant to the provisions hereof,
          Borrower waives any right to prepay the principal sum hereby secured
          in whole or in part without premium and agrees to pay, as yield
          maintenance protection and not as a penalty, a "MAKE WHOLE PREMIUM".
          However, in the event any proceeds from a casualty or Taking of the
          Premises are applied to reduce the principal balance under the Note,
          no Make Whole Premium shall be due so long as no Event of Default
          exists at the time of such application. The Make Whole Premium shall
          be the greater of one percent (1%) of the principal amount to be
          prepaid or a premium calculated as follows:

                       (a)   Determine the "REINVESTMENT YIELD." The
          Reinvestment Yield will be equal to the yield on the U.S. Treasury
          Issue ("PRIMARY ISSUE")* published one week prior to the date of
          prepayment and converted to an equivalent monthly compounded nominal
          yield.

          *At this time there is not a U.S. Treasury Issue for this prepayment
          period. At the time of prepayment, Lender shall select in its sole and
          absolute discretion a U.S. Treasury Issue with similar remaining time
          to the Maturity Date.

          (b)  Calculate the "PRESENT VALUE OF THE LOAN." The Present Value of
               the Loan is the present value of the payments to be made in
               accordance with the Note (all installment payments and any
               remaining payment due on the Maturity Date) discounted at the
               Reinvestment Yield for the number of months remaining from the
               date of prepayment to the Maturity Date. In the event of a
               partial prepayment as a result of the aforementioned application
               of proceeds, the Present Value of the Loan shall be calculated in
               accordance with the preceding sentence multiplied by the fraction
               which results from dividing the amount of the prepaid proceeds by
               the principal balance immediately prior to prepayment.

          (c)  Subtract the amount of the prepaid proceeds from the Present
               Value of the Loan as of the date of prepayment. Any resulting
               positive differential shall be the premium.

                                       24


          Notwithstanding anything herein to the contrary, during the last 90
          days prior to the Maturity Date, the Make Whole Premium shall not be
          subject to the one percent (1%) minimum and shall be calculated only
          as provided in (a) through (c) above.

     12.  (a)  Upon the occurrence of any Event of Default, in addition to any
               other rights or remedies provided in the Loan Documents, at law,
               in equity or otherwise, Lender shall have the right to cause the
               Premises or any part thereof to be sold in order to accomplish
               the object of these trusts and upon demand by Lender, Trustee,
               without demand on Borrower, shall sell the Premises to accomplish
               the objects of these trusts having first given notice of the time
               and place of such sale as required by law for the sale of real
               property upon execution.

          (b)  Trustee may postpone such sale from time to time by giving notice
               of such postponement in the same manner in which any original
               notice of sale was given or by an announcement or proclamation
               made to the persons assembled at the time and place previously
               appointed and noticed for such sale or postponed sale, and on the
               date of such sale or the date to which such sale may have been
               postponed Trustee may sell the Premises to the highest bidder.
               Lender or its agents may bid and purchase at such sale. Trustee
               in conducting said sale may act either in person or through the
               agency of an auctioneer and may establish as one of the
               conditions of such sale that all bids and payments for said
               Premises be made in cash.

     13.  Upon such sale, Trustee shall make, execute, and after due payment is
          made, deliver to the purchaser or purchasers a deed or deeds for the
          Premises or part thereof sold and shall apply the proceeds of the
          sale, at the election of Lender first, to all of the expenses of such
          sale including the reasonable expenses of this trust or the Trustee
          and the fees and costs of any attorneys for this trust, environmental
          audits, the Trustee or Lender, all of which shall accrue and become
          due from and after any Event of Default, together with any sums which
          Trustee or Lender shall have paid for procuring any abstract,
          certificate or report of title to the Premises and, second, to
          principal, interest and any other Indebtedness and all other sums or
          amounts due under the Note or agreed or provided to be paid by
          Borrower herein or in any other Loan Documents, all in such order as
          Lender may determine. The remainder of such proceeds, if any, shall be
          paid to Borrower or Borrower's successors or assigns, as their rights
          may appear.

     14.  In the event of such a sale of the Premises or any part thereof and
          the execution of a deed or deeds therefor under these trusts, any
          recital therein of the occurrence of an Event of Default or of the
          giving or recording of any notice or demand by Trustee or Lender
          regarding such sale shall be conclusive proof thereof, and the

                                       25


          receipt of the purchase money recited therein shall fully discharge
          the purchaser from any obligation for the proper application of the
          proceeds of sale in accordance with these trusts.

     15.  Following the occurrence of an Event of Default, unless the same has
          been specifically waived in writing, Borrower shall forthwith upon
          demand of Trustee or Lender surrender to Lender possession of the
          Premises, and Lender shall be entitled to take actual possession of
          the Premises or any part thereof personally or by its agents or
          attorneys, and Lender in its discretion may, with or without force and
          with or without process of law, enter upon and take and maintain
          possession of all or any part of the Premises together with all
          documents, books, records, papers and accounts of the Borrower or the
          then owner of the Premises relating thereto, and may exclude Borrower,
          its agents or assigns wholly therefrom, and may as attorney-in-fact or
          agent of the Borrower, or in its own name as Lender and under the
          powers herein granted:

          (a)  hold, operate, maintain, repair, rebuild, replace, alter,
               improve, manage or control the Premises as it deems judicious,
               insure and reinsure the same and any risks related to Lender's
               possession, operation and management thereof and receive all
               Rents, either personally or by its agents, and with full power to
               use such measures, legal or equitable, as in its discretion it
               deems proper or necessary to enforce the payment or security of
               the Rents, including actions for the recovery of Rent, actions in
               forcible detainer and actions in distress for Rents, hereby
               granting full power and authority to exercise each and every of
               the rights, privileges and powers herein granted at any and all
               times hereafter, without notice to Borrower; and

          (b)  conduct leasing activity pursuant to the provisions of the
               Assignment of Leases.

          Neither Trustee nor Lender shall be obligated to perform or discharge,
          nor does either hereby undertake to perform or discharge, any
          obligation, duty or liability under any Lease. Except to the extent
          that the same is caused solely by Lender's gross negligence or willful
          misconduct, should Trustee or Lender incur any liability, loss or
          damage under any Leases, or under or by reason of the Assignment of
          Leases, or in the defense of any claims or demands whatsoever which
          may be asserted against Lender or Trustee by reason of any alleged
          obligations or undertakings on its part to perform or discharge any of
          the terms, covenants or agreements in any Lease, the amount thereof,
          including costs, expenses and reasonable attorneys' fees and costs,
          including reasonable attorneys' fees and costs on appeal, shall be
          added to the Indebtedness and secured hereby.

                                       26


     16.  Upon the occurrence of an Event of Default, Trustee and Lender in the
          exercise of the rights and powers conferred upon them shall have the
          full power to use and apply the Rents, less costs and expenses of
          collection to the payment of or on account of the items listed in (a)
          - (c) below, at the election of Lender and in such order as Lender may
          determine as follows:

          (a)  to the payment of (i) the expenses of operating and maintaining
               the Premises, including, but not limited to the cost of
               management, leasing (which shall include reasonable compensation
               to Trustee, Lender and their respective agent or agents if
               management and/or leasing is delegated to an agent or agents),
               repairing, rebuilding, replacing, altering and improving the
               Premises, (ii) premiums on insurance as hereinabove authorized,
               (iii) taxes and special assessments now due or which may
               hereafter become due on the Premises, and (iv) expenses of
               placing the Premises in such condition as will, in the sole
               judgment of Lender, make it readily rentable;

          (b)  to the payment of any principal, interest or any other
               Indebtedness secured hereby or any deficiency which may result
               from any foreclosure sale;

          (c)  to the payment of established claims for damages, if any,
               reasonable attorneys' fees and costs and reasonable attorneys'
               fees and costs on appeal.

          The manner of the application of Rents, the reasonableness of the
          costs and charges to which such Rents are applied and the item or
          items which shall be credited thereby shall be within the sole and
          unlimited discretion of Lender. To the extent that the costs and
          expenses in (a) and (c) above exceed the amounts collected, the excess
          shall be added to the Indebtedness and secured hereby.

     17.  Upon the occurrence of any Event of Default, unless the same has been
          specifically waived in writing, Lender may apply to any court having
          jurisdiction for the appointment of a receiver of the Premises. Such
          appointment may be made either before or after sale, without notice,
          without regard to the solvency or insolvency of Borrower at the time
          of application for such receiver and without regard to the then value
          of the Premises or the adequacy of Lender's security. Lender may be
          appointed as such receiver. The receiver shall have power to collect
          the Rents during the pendency of any foreclosure proceedings and, in
          case of a sale, during the full statutory period of redemption, if
          any, as well as during any further times when Borrower, except for the
          intervention of such receiver, would be entitled to collect such
          Rents. In addition, the receiver shall have all other powers which
          shall be necessary or are usual in such cases for the protection,
          possession, control, management and operation of the Premises during
          the whole of said period. The court from time to time may authorize
          the receiver

                                       27


          to apply the net income in its possession at Lender's election and in
          such order as Lender may determine in payment in full or in part of
          those items listed in paragraph 16.

     18.  (a)  Borrower agrees that all reasonable costs, charges and expenses,
               including but not limited to, reasonable attorneys' fees and
               costs, incurred or expended by Trustee or Lender arising out of
               or in connection with any action, proceeding or hearing, legal,
               equitable or quasi-legal, including the preparation therefor and
               any appeal therefrom, in any way affecting or pertaining to the
               Loan Documents, the Environmental Indemnity, or the Premises,
               shall be promptly paid by Borrower. All such sums not promptly
               paid by Borrower shall be added to the Indebtedness secured
               hereby and shall bear interest at the Default Rate from the date
               of such advance and shall be due and payable on demand.

          (b)  Borrower hereby agrees that upon the occurrence of an Event of
               Default and the acceleration of the principal sum secured hereby
               pursuant to this Deed of Trust, to the full extent that such
               rights can be lawfully waived, Borrower hereby waives and agrees
               not to insist upon, plead, or in any manner take advantage of,
               any notice of acceleration, any stay, extension, exemption,
               homestead, marshaling or moratorium law or any law providing for
               the valuation or appraisement of all or any part of the Premises
               prior to any sale or sales thereof under any provision of this
               Deed of Trust or before or after any decree, judgment or order of
               any court or confirmation thereof, or claim or exercise any right
               to redeem all or any part of the Premises so sold and hereby
               expressly waives to the full extent permitted by applicable law
               on behalf of itself and each and every person or entity acquiring
               any right, title or interest in or to all or any part of the
               Premises, all benefit and advantage of any such laws which would
               otherwise be available to Borrower or any such person or entity,
               and agrees that neither Borrower nor any such person or entity
               will invoke or utilize any such law to otherwise hinder, delay or
               impede the exercise of any remedy granted or delegated to Lender
               herein but will permit the exercise of such remedy as though any
               such laws had not been enacted. Borrower hereby further expressly
               waives to the full extent permitted by applicable law on behalf
               of itself and each and every person or entity acquiring any
               right, title or interest in or to all or any part of the Premises
               any and all rights of redemption from any sale or any order or
               decree of foreclosure obtained pursuant to provisions of this
               Deed of Trust.

     19.  In accordance with and subject to the terms and conditions of the
          Assignment of Leases, Borrower hereby assigns to Lender directly and
          absolutely, and not merely collaterally, the interest of Borrower as
          lessor under the Leases of the Premises

                                       28


          and the Rents payable under any Lease and/or with respect to the use
          of the Premises, or portion thereof, including any oil, gas or mineral
          lease, or any installments of money payable pursuant to any agreement
          or any sale of the Premises or any part thereof, subject only to a
          license, if any, granted by Lender to Borrower with respect thereto
          prior to the occurrence of an Event of Default. Borrower has executed
          and delivered the Assignment of Leases which grants to Lender specific
          rights and remedies in respect of said Leases and governs the
          collection of Rents thereunder and from the use of the Premises, and
          such rights and remedies so granted shall be cumulative of those
          granted herein.

          The collection of such Rents and the application thereof as aforesaid
          shall not cure or waive any Event of Default or notice of default
          hereunder or invalidate any act done pursuant to such notice, except
          to the extent any such Event of Default is fully cured. Failure or
          discontinuance of Lender at any time, or from time to time, to collect
          any such moneys shall not impair in any manner the subsequent
          enforcement by Lender of the right, power and authority herein
          conferred on Lender. Nothing contained herein, including the exercise
          of any right, power or authority herein granted to Lender, shall be,
          or be construed to be, an affirmation by Lender of any tenancy, Lease
          or option, or an assumption of liability under, or the subordination
          of the lien or charge of this Deed of Trust to any such tenancy, Lease
          or option. Borrower hereby agrees that, in the event Lender exercises
          its rights as provided for in this paragraph or in the Assignment of
          Leases, Borrower waives any right to compensation for the use of
          Borrower's furniture, furnishings or equipment in the Premises for the
          period such assignment of rents or receivership is in effect, it being
          understood that the Rents derived from the use of any such items shall
          be applied to Borrower's obligations hereunder as above provided.

     20.  All rights and remedies granted to Trustee or Lender in the Loan
          Documents shall be in addition to and not in limitation of any rights
          and remedies to which it is entitled in equity, at law or by statute,
          and the invalidity of any right or remedy herein provided by reason of
          its conflict with applicable law or statute shall not affect any other
          valid right or remedy afforded to Trustee or Lender. No waiver of any
          default or Event of Default under any of the Loan Documents shall at
          any time thereafter be held to be a waiver of any rights of the
          Trustee or Lender hereunder, nor shall any waiver of a prior Event of
          Default or default operate to waive any subsequent Event of Default or
          default. All remedies provided for in the Loan Documents are
          cumulative and may, at the election of Lender, be exercised
          alternatively, successively or concurrently. No act of Trustee or
          Lender shall be construed as an election to proceed under any one
          provision herein to the exclusion of any other provision or to proceed
          against one portion of the Premises to the exclusion of any other
          portion. Time is of the essence under this Deed of Trust and the Loan
          Documents.

                                       29


     21.  By accepting payment of any sum secured hereby after its due date,
          Lender does not waive its right either to require prompt payment when
          due of all other sums or installments so secured or to declare a
          default for failure to pay such other sums or installments.

     22.  The usury provisions of paragraph 6 of the Note and the limitation of
          recourse liability provisions of paragraph 9 of the Note are fully
          incorporated herein by reference as if the same were specifically
          stated here.

     23.  In the event one or more provisions of the Loan Documents shall be
          held to be invalid, illegal or unenforceable in any respect, such
          invalidity, illegality or unenforceability shall not affect any other
          provision hereof, and the Loan Documents shall be construed as if any
          such provision had never been contained herein.

     24.  If the payment of the Indebtedness secured hereby or of any part
          thereof shall be extended or varied, or if any part of the security be
          released, all persons now or at any time hereafter liable therefor, or
          interested in said Premises, shall be held to assent to such
          extension, variation or release, and their liability and the lien and
          all provisions hereof shall continue in full force, the right of
          recourse against all such persons being expressly reserved by Lender
          notwithstanding such variation or release.

     25.  Upon payment in full of the principal sum, interest and other
          Indebtedness secured by the Loan Documents, these presents shall be
          null and void, and Trustee shall release this Deed of Trust and the
          lien hereof by proper instrument executed in recordable form.

     26.  (a)    Borrower hereby grants to Lender and its respective agents,
                 attorneys, employees, consultants, contractors and assigns an
                 irrevocable license and authorization to enter upon and inspect
                 the Premises and all facilities located thereon at reasonable
                 times, subject to the inspection rights provisions afforded to
                 Borrower under the Leases. Lender shall make reasonable efforts
                 to ensure that the operations of the tenants are not disrupted.

          (b)    In connection with any sale or conveyance of this Deed of
                 Trust, Borrower grants to Lender and its respective agents,
                 attorneys, employees, consultants, contractors and assigns an
                 irrevocable license and authorization to conduct, at Lender's
                 expense, a Phase I environmental audit of the Premises, subject
                 to the inspection rights provisions afforded to Borrower under
                 the Leases.

                                       30


          (c)    In the event there has been an Event of Default or in the event
                 Lender has formed a reasonable belief, based on its inspection
                 of the Premises or other factors known to it, that Hazardous
                 Materials may be present on the Premises, then Borrower grants
                 to Lender and its respective agents, attorneys, employees,
                 consultants, contractors and assigns an irrevocable license and
                 authorization to conduct, at Borrower's expense using ATC
                 Associates, Inc. or the firm of Borrower's choice, subject to
                 Lender's reasonable approval, environmental tests of the
                 Premises, including without limitation, a Phase I environmental
                 audit, subsurface testing, soil and ground water testing, and
                 other tests which may physically invade the Premises or
                 facilities (the "TESTS"). The scope of the Tests shall be such
                 as Lender, in its sole discretion, determines is necessary to
                 (i) investigate the condition of the Premises, (ii) protect the
                 security interests created under this Deed of Trust, or (iii)
                 determine compliance with Environmental Laws, the provisions of
                 the Loan Documents and the Environmental Indemnity and other
                 matters relating thereto. Lender shall make reasonable efforts
                 to ensure that the operations of the tenants are not disrupted.

          (d)    Provided no Event of Default has occurred, Lender will provide
                 Borrower with reasonable notice of Lender's intent to enter,
                 inspect and conduct the Tests provided for in this paragraph.
                 In addition, Lender shall conduct such inspections and Tests
                 during normal business hours and use reasonable efforts to
                 minimize disruption of the lessees' business operations.

                 The foregoing licenses and authorizations are intended to be a
                 means of protection of Lender's security interest in the
                 Premises and not as participation in the management of the
                 Premises.

     27.  Within 15 days after any written request by any party to this Deed of
          Trust, the requested party shall certify, by a written statement duly
          acknowledged, the amount of principal, interest and other Indebtedness
          then owing on the Note, the terms of payment, Maturity Date and the
          date to which interest has been paid. Borrower shall further certify
          whether any defaults, offsets or defenses exist against the
          Indebtedness secured hereby. Borrower shall also furnish to Lender,
          within 30 days of its request therefor, tenant estoppel letters from
          such tenants of the Premises as Lender may reasonably require; which
          Lender shall not request more than one (1) time per annum.

     28.  (a)    Borrower shall furnish to Lender within 90 days after the
                 end of each fiscal year of Borrower, a detailed and analytical
                 financial report prepared in accordance

                                       31


                 with generally accepted accounting principles consistently
                 applied, certified in a manner and otherwise in form acceptable
                 to Lender covering the full and complete operation of the
                 Premises, including without limitation: (i) income and expense
                 statements, and (ii) a report of the leasing status of the
                 Premises as of the end of such period, identifying the lessee,
                 square footage leased, rental amount, base rental increases,
                 rental concessions and/or rental deferments, if any, and
                 commencement and expiration dates under each Lease of the
                 Premises and a listing of sales volumes attained by lessees of
                 the Premises under percentage leases for the immediately
                 preceding year, and (iii) within 15 days after written request
                 by Lender, an aged accounts receivable report and an annual
                 budget. Such reports shall be prepared by an accountant who may
                 be an employee of Borrower, or of an affiliate of Borrower,
                 acceptable to Lender. In addition to the reports referred to
                 herein, Borrower shall promptly supply any additional
                 information or records relating to the Premises or its
                 operation as Lender may from time to time reasonably request.

          (b)    Within 15 days after any written request by Lender, Borrower
                 shall furnish to Lender, for the most recently completed fiscal
                 quarter of Borrower, the reports specified in (i) and (ii)
                 above.

          (c)    Within 15 days after any written request by Lender, Borrower
                 shall furnish to Lender, for the most recently completed fiscal
                 year, a combined or consolidated federal income tax return
                 filed by IWRRET. Said information shall be subject to Lender's
                 review.

     29.  Each notice, consent, request, report or other communication under
          this Deed of Trust or any other Loan Document (each, a "NOTICE"),
          which any party hereto may desire or be required to give to the other
          shall be deemed to be an adequate and sufficient notice if given in
          writing and service is made by either (i) registered or certified
          mail, postage prepaid, in which case notice shall be deemed to have
          been received three (3) business days following deposit to U.S. mail;
          or (ii) nationally recognized overnight air courier, next day
          delivery, prepaid, in which case such notice shall be deemed to have
          been received one (1) business day following delivery to such
          nationally recognized overnight air courier. All Notices shall be
          addressed to Borrower at its address given on the first page hereof,
          or to Lender at c/o Principal Real Estate Investors, LLC, 801 Grand
          Avenue, Des Moines, Iowa 50392-1450, Attn: Commercial Real Estate
          Servicing, Loan No. 753820, or to such other place as any party may by
          written notice to the other parties designate as a place for service
          of notice. Borrower shall not be permitted to designate more than one
          place for service of Notice concurrently.

     30.  Lender, from time to time, may substitute another Trustee in place of
          the Trustee named herein, to execute the trusts hereby created; and
          upon such appointment,

                                       32


          and without conveyance to the successor trustee, the successor trustee
          shall be vested with all the title, interest, powers, duties and
          trusts in the Premises hereby vested in or conferred upon Trustee
          herein named. Each such appointment and substitution shall be made by
          written instrument executed by the Lender containing reference to this
          Deed of Trust sufficient to identify it, which instrument, when
          recorded in the office of the County Recorder of the county or
          counties in which the Premises is situated, shall be conclusive proof
          of proper appointment of the successor trustee. The recital or
          statement, in any instrument executed by Trustee in pursuance of any
          of said trusts, of the due authorization of any agent of the Trustee
          executing the same shall for all purposes be conclusive proof of such
          authorization.

     31.  Trustee at any time, at Trustee's option, may commence and maintain
          suit in any court of competent jurisdiction and obtain the aid and
          direction of said court in the execution by it of the trusts or any of
          them, herein expressed or contained, and, in such suit, may obtain the
          orders or decrees, interlocutory or final of said court directing the
          execution of said trusts, and confirming and approving Trustee's acts,
          or any of them, or any sales or conveyances made by Trustee, and
          adjudging the validity thereof, and directing that the purchasers of
          the property sold and conveyed be let into immediate possession
          thereof, and providing for orders of court of other process requiring
          the Sheriff of the county in which said property is situated to place
          and maintain said purchasers in quiet and peaceable possession of the
          property so purchased by them, and the whole thereof.

     32.  Borrower has had the opportunity to fully negotiate the terms hereof
          and modify the draftsmanship of the Loan Documents and the
          Environmental Indemnity. Therefore, the terms of the Loan Documents
          and the Environmental Indemnity shall be construed and interpreted
          without any presumption, inference, or rule requiring construction or
          interpretation of any provision of the Loan Documents and the
          Environmental Indemnity against the interest of the party causing the
          Loan Documents and the Environmental Indemnity or any portion of it to
          be drafted. Borrower is entering into the Loan Documents and the
          Environmental Indemnity freely and voluntarily without any duress,
          economic or otherwise.

     33.  Borrower, forthwith upon request, at any and all times hereafter, at
          the expense of Borrower, will cause to be made, executed, acknowledged
          and delivered to Trustee, any and every deed or assurance in law which
          Trustee or counsel of Trustee shall reasonably advise or require for
          the more sure, effectual and satisfactory granting and confirming of
          said Premises unto Trustee.

     34.  Trustee shall not be liable or responsible for its acts or omissions
          hereunder, except for Trustee's own gross negligence or willful
          default, or be liable or

                                       33


          responsible for any acts or omissions of any agent, attorneys or
          employee by him employed hereunder, if selected with reasonable care.

     35.  Trustee accepts this trust when this Deed of Trust executed and
          acknowledged is made a public record as provided by law. Trustee is
          not obligated to notify any party hereto of pending sale under any
          other deed of trust or of any action or proceeding in which Borrower,
          Lender, or Trustee shall be a party unless brought by Trustee.

     36.  This Deed of Trust and all provisions hereof shall inure to the
          benefit of the heirs, successors and assigns of Lender and shall bind
          the heirs and permitted successors and assigns of Borrower.

     37.  This Deed of Trust shall be governed by, and construed in accordance
          with, the laws of the state of California, without regard to its
          conflicts of law principles.

     38.  As used herein, the term "DEFAULT RATE" means a rate equal to the
          lesser of (i) four percent (4%) per annum above the then applicable
          interest rate payable under the Note or (ii) the maximum rate allowed
          by applicable law.

     39.  BORROWER AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
          WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS
          BROUGHT BY BORROWER, TRUSTEE OR LENDER IN CONNECTION WITH THIS DEED OF
          TRUST, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED HEREBY, OR
          ANY OTHER STATEMENTS OR ACTIONS OF LENDER.

     40.  This Deed of Trust and the Indebtedness secured hereby is for the sole
          purpose of conducting or acquiring a lawful business, professional or
          commercial activity or for the acquisition or management of real or
          personal property as a commercial investment, and all proceeds of such
          Indebtedness shall be used for said business or commercial investment
          purpose. Such proceeds will not be used for the purchase of any
          security within the meaning of the Securities Exchange Act of 1934, as
          amended, or any regulation issued pursuant thereto, including without
          limitation, Regulations U, T and X of the Board of Governors of the
          Federal Reserve System. This is not a purchase money deed of trust
          where a seller is providing financing to a buyer for the payment of
          all or any portion of the purchase price and the Premises secured
          hereby is not a residence or homestead or used for mining, grazing,
          agriculture, timber or farming purposes.

     41.  Unless Lender shall otherwise direct in writing, Borrower shall appear
          in and defend all actions or proceedings purporting to affect the
          security hereunder, or any right or power of the Lender, excluding any
          Federal regulatory proceedings

                                       34


          against Lender that are not instituted because of any act or omission
          by Borrower, any Interest Owner or which result from the Premises. The
          Lender shall have the right to appear in such actions or proceedings.
          Borrower shall save Lender harmless from all reasonable costs and
          expenses, including but not limited to, reasonable attorneys' fees and
          costs and costs of a title search, continuation of abstract and
          preparation of survey incurred by reason of any action, suit,
          proceeding, hearing, motion or application before any court or
          administrative body in and to which Lender may be or become a party by
          reason hereof, excluding any Federal regulatory proceedings against
          Lender that are not instituted because of any act or omission by
          Borrower, any Interest Owner or which result from the Premises. Such
          proceedings shall include but not be limited to condemnation,
          bankruptcy, probate and administration proceedings, as well as any
          other action, suit, proceeding, right, motion or application wherein
          proof of claim is by law required to be filed or in which it becomes
          necessary to defend or uphold the terms of this Deed of Trust or the
          Loan Documents or otherwise purporting to affect the security hereof
          or the rights or powers of Lender. All money paid or expended by
          Lender in that regard, together with interest thereon from date of
          such payment at the Default Rate shall be additional Indebtedness
          secured hereby and shall be immediately due and payable by Borrower
          without notice.

     42.  Upon the occurrence of an Event of Default, unless the same has been
          specifically waived in writing, all Rents collected or received by
          Borrower shall be accepted and held for Lender in trust and shall not
          be commingled with the funds and property of Borrower, but shall be
          promptly paid over to Lender.

     43.  If more than one, all obligations and agreements of Borrower are joint
          and several.

     44.  This Deed of Trust may be executed in counterparts, each of which
          shall be deemed an original; and such counterparts when taken together
          shall constitute but one agreement.

     45.  Borrower shall pay Lender for every Lender statement furnished at
          Borrower's request the maximum fee allowed by law pursuant to Section
          2943 of the Civil Code of California and all amendments thereto, the
          provisions of which are incorporated herein by reference and made a
          part hereof. Such fee shall be computed as of the time said statement
          is furnished.

     46.  Borrower hereby irrevocably authorizes Lender to apply any and all
          amounts received by Lender in repayment of amounts due under the Loan
          Documents first to amounts which are not guaranteed pursuant to the
          terms of any guaranty and then to amounts which are guaranteed
          pursuant to the terms of any guaranty. Borrower hereby waives any and
          all rights it has or may have under Section 2822

                                       35


          of the California Civil Code which provides that if a guarantor is
          "liable upon only a portion of an obligation and the principal
          provides partial satisfaction of the obligation, the principal may
          designate the portion of the obligation that is to be satisfied."

     47.  This Deed of Trust shall be effective as a financing statement filed
          as a fixture filing with respect to all fixtures included within the
          Property and is to be filed for record in the real estate records in
          the office of the county clerk where the Land and Improvements
          (including said fixtures) are situated.

                      REMAINDER OF PAGE INTENTIONALLY BLANK
                            (Signatures on next page)

                                       36


     IN WITNESS WHEREOF, Borrower has caused this Deed of Trust, Security
Agreement and Assignment of Rents to be duly executed and delivered as of the
date first hereinabove written.

                                        INLAND WESTERN LARKSPUR, L.L.C., a
                                        Delaware limited liability company

                                        By:   INLAND WESTERN RETAL REAL
                                              ESTATE TRUST, INC., a Maryland
                                              corporation, Member


                                              By:    /s/ Debra A Palmer
                                                   ----------------------------
                                                   Name: Debra A Palmer
                                                         ---------------
                                                   Title: Asst Secretary
                                                          --------------


STATE OF ILLINOIS          )
                           )
COUNTY OF  DuPage          )

          On _________, 2004, before me, Adam Hecht, a Notary Public in and for
said state, personally appeared Debra Palmer, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to me that he\she executed
the same in his\her authorized capacity, and that by his\her signature on the
instrument, the person, or the entity upon behalf of which the person acted,
executed the instrument.

                 WITNESS my hand and official seal.

        OFFICIAL SEAL
         ADAM M HECHT                   /s/ Adam M Hecht
NOTARY PUBLIC, STATE OF ILLINOIS        -------------------------------------
MY COMMISSION EXPIRES:09/11/04          Notary Public in and for said State

                                       37


                                    EXHIBIT A

                               (Legal Description)


Assessor's Parcel No. 18-191-01
Code Area 4-012


All that certain real property situate in the City of Larkspur, County of Marin,
State of California, described as follows:

Lot 1, as shown upon that certain Map entitled "Map of Larkspur Landing" filed
for record August 12, 1977 in Volume 17 of Maps at Page 5, Marin County Records.



                                    EXHIBIT B

                        (NOS. 1 - 3 INTENTIONALLY OMITTED)


4.  An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               April 22, 1920
                            in Book 213 of Deeds at Page 339, Marin County
                            Records.
    In Favor of:            Marin Municipal Water District, a public corporation
    For:                    To lay, maintain, remove, repair operate and replace
                            water pipes and mains
    Affects:                10 feet wide, Central Portion, as shown upon the
                            filed map referred to herein

5.  An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               December 14, 1928
                            in Book 161, of Official Records at Page 250, Marin
                            County Records.
    In Favor of:            Pacific Telephone and Telegraph Company, a
                            corporation
    For:                    To construct, place, inspect, maintain and replace
                            poles, crossarms, wires, cables, fixtures, anchors
                            and guys
    Affects:                10 feet wide (20 feet wide at location of anchors),
                            as shown upon the filed map referred to herein

    Conditions as therein contained.

6.  An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               July 19, 1957
                            in Book 1128, of Official Records at Page 544,
                            Marin County Records.
    In Favor of:            Pacific Telephone and Telegraph Company, a
                            corporation
    For:                    To construct, place, inspect, maintain, remove,
                            repair, replace, use, operate and patrol aerial
                            wires, cables and other electrical conductors with
                            associated poles, crossarms, anchors, guys and
                            fixtures
    Affects:                10 feet wide, as shown upon the filed map referred
                            to herein.

    Said easement includes the right to trim trees along the route thereof.

7.  Easements for Pacific Gas and Electric Company, Pacific Telephone and
    Telegraph Company, Marin Municipal Water District, Sanitary District, all as
    shown upon the Survey, recorded May 17, 1974 in Book 12 of Surveys, at Page
    28 and amended Survey recorded October 19, 1976 in Book 13 of Surveys, at
    Page 60, Marin County Records.

8.  Easements for sanitary sewer purposes, public utility purposes, Marin
    Municipal Water District purposes, Pacific Gas and Electric Company
    purposes, Pacific Telephone and Telegraph Company purposes, all as shown
    upon the filed map recorded August 12, 1977 in Volume 17 of Maps, at Page 5,
    Marin County Records.

9.  An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               August 12, 1977
                            in Book 3248, of Official Records at Page 209,
                            Marin County Records.
    In Favor of:            Sanitary District No. 1 of Marin County
    For:                    Maintenance of a 36" sanitary sewer force main
    Affects:                20 feet wide, Southerly Portion



                                EXHIBIT B CONT'D

10. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               September 23, 1977
                            in Book 3266, of Official Records at Page 684,
                            Marin County Records.
    In Favor of:            Sanitary District No. 1 of Marin County
    For:                    Constructing, laying, maintaining and operating
                            sewer pipes and appurtenances, together with Ingress
                            and egress
    Affects:                10 feet wide throughout various portions of the
                            herein described property, as shown upon the filed
                            map referred to herein

11. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               October 24, 1977
                            in Book 3281, of Official Records at Page 5,
                            Marin County Records.
    In Favor of:            City of Larkspur, a municipal corporation
    For:                    Slope Easement
    Affects:                Southerly Portion

12. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               October 13, 1978
                            in Book 3447, of Official Records at Page 364,
                            Marin County Records.
    In Favor of:            Marin Municipal Water District, a public corporation
    For:                    Pipeline or Pipelines
    Affects:                40 feet wide and 20 feet wide, affecting various
                            portions of the herein described property

13. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               January 2, 1979
                            in Book 3484, of Official Records at Page 293 and
                            September 16, 1980 in Book 3762 of Of?
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install, inspect, maintain, replace,
                            remove and use facilities
    Affects:                10 feet wide, various portions of the herein
                            described property, as shown upon the plat attached
                            to said document

    The present ownership of the leasehold created by said lease and other
    matters affecting the Interest of the lessee are not shown herein.

14. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               January 16, 1979
                            in Book 3490, of Official Records at Page 352,
                            Marin County Records.
    In Favor of:            Sanitary District No. 1 of Marin County
    For:                    Construction and maintenance of sanitary sewer
                            facilities
    Affects:                10 feet wide, along Southwesterly Line

15. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               April 12, 1979
                            in Book 3529, of Official Records at Page 468,
                            Marin County Records.
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install, inspect, maintain, replace,
                            remove and use facilities
    Affects:                10 feet by 27.5 feet, Northwesterly Portion



                                EXHIBIT B CONT'D

16. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               April 12, 1979
                            in Book 3529, of Official Records at Page 471,
                            Marin County Records.
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install, inspect, maintain, replace,
                            remove and use facilities
    Affects:                10 feet wide, Southwesterly portion

17. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               April 24, 1980
                            in Book 3706, of Official Records at Page 299,
                            Marin County Records.
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install inspect, maintain, replace,
                            remove and use facilities
    Affects:                Northwesterly Portion, as shown upon the plat
                            attached to said document

18. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               October 30, 1980
                            in Book 3784, of Official Records at Page 143, Marin
                            County Records.
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install, inspect, maintain, replace,
                            remove and use facilities
    Affects:                10 feet wide in the Northerly Portion, as shown
                            upon the plat attached to said document

19. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               August 12, 1981
                            as instrument No. 81 36165, Marin County Records.
    In Favor of:            Pacific Gas and Electric Company, a California
                            Corporation
    For:                    To construct, install, inspect, maintain, replace,
                            remove and use facilities
    Affects:                10 feet wide, Southeasterly Portion, as shown upon
                            the plat attached to said document

20. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document
    Recorded:               October 26, 1984
                            as Instrument No. 84 050411, Marin County Records.
    In Favor of:            City of Larkspur, a municipal corporation
    For:                    Construct, maintain, repair and replace a pedestrian
                            bridge
    Affects:                Southwesterly Portion

    Conditions as therein contained.

21. An easement for the purpose shown below and rights incidental thereto as set
    forth in a document:
    Recorded:               December 16, 1985
                            as Instrument No. 85 55790, Marin County Records.
    For:                    To build and maintain Pedestrian bridge
    Affects:                Southwesterly Portion



                                EXHIBIT B CONT'D

22. Matters contained in that certain document entitled "Easement Agreement"
    dated February 3, 1982, executed by and between The Equitable Life Assurance
    Society of the United States, a New York Corporation and Gamma Investment
    Company, a California Limited Partnership
    Recorded:               December 16, 1985
                            as Instrument No. 85 55790, Marin County Records.

    Reference is hereby made to the public record for full particulars.

    NOTE: Section 12956.1 of the Government Code provides the following: If this
    document contains any restriction based on race, color, religion, sex,
    familial status, marital status disability, national origin, or ancestry,
    that restriction violates state and federal fair housing laws and is void.
    Any person holding an interest in this property may request that the county
    recorder remove the restrictive language pursuant to subdivision (c) of
    Section 12956.1 of the Government Code.

23. Rights of Tenants in Possession, as tenants only, as said tenants are
    disclosed by the "Schedule 2 to Owner's Statement", attached hereto.

24. Any rights, interests, or claims which may exist or arise by reason of the
    following facts shown on a survey plat entitled ALTA/ACSM Land Title of
    Larkspur Landing for Inland Western Larkspur LLC, dated December 2003,
    prepared by Kier & Wright, Civil Engineers & Surveying, Job No. 98649-6:

    a.  The fact that Building 4 and Building D encroach that certain easement
        recorded April 22, 1920 in Book 213 of Deeds, at Page 339, Marin County
        Records.

    b.  The fact that a one-story building encroaches that certain easement
        recorded December 14, 1928 in Book 161 of Official Records, at Page 250,
        Marin County Records.

    c.  The fact that a one-story building and Building 1 encroach that certain
        easement recorded July 19, 1957 in Book 1128 of Official Records, at
        Page 544, Marin County Records.

    d.  The fact that a pedestrian bridge encroaches that certain easement
        recorded October 24, 1977 in Book 3281 of Official Records, at Page 5,
        Marin County Records.

    e.  The fact that a building overhang located on Building C encroaches that
        certain easement recorded October 30, 1980 in Book 3784 of Official
        Records, at Page 143, Marin County Records.

    f.  The fact that stairs encroach outside the exterior property lines in the
        Westerly portion of the Northerly line and along the Southerly and
        Southwesterly portions.

    g.  The fact that Buildings 1, 4 and 5 encroach that certain easement
        recorded September 16, 1980 in Book 3762 of Official Records, at Page
        11?, Marin County Records.

    h.  The fact that Building D encroaches a storm drainage easement and a
        joint trench line

EX-10.63

                                                                   Exhibit 10.63

                                    GUARANTY
                                 LOAN NO. 753820

      THIS GUARANTY (as the same may from time to time hereafter be modified,
supplemented or amended, the "GUARANTY") is made as of January 30, 2004 by
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, having an
office at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in
favor of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address at c/o Principal Real Estate
Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450 ("LENDER").

                                    RECITALS:

      Lender has agreed to make a loan (the "LOAN") in the original principal
sum of Thirty Three Million Six Hundred Thirty Thousand and No/100 Dollars
($33,630,000.00) (the "LOAN AMOUNT") to INLAND WESTERN LARKSPUR, L.L.C., a
Delaware limited liability company ("Borrower"); and

      The Loan is evidenced by Borrower's secured promissory note made payable
and delivered to Lender (as the same may from time to time hereafter be
modified, amended, supplemented, extended or consolidated in writing, and any
note(s) issued in exchange therefor or replacement thereof, the "NOTE") and
further evidenced and secured by a "MORTGAGE" (it being agreed that "Mortgage"
as hereinafter used shall be construed to mean "mortgage" or "deed of trust" or
"trust deed" or "deed to secured debt" as the context so requires) on certain
real estate located in Marin County, California, together with all existing
improvements constructed thereon, said Premises being more particularly
described in said Mortgage, and an Assignment of Leases
("ASSIGNMENT OF LEASES"); and

      In connection with the Loan, the Borrower has also executed that certain
Environmental Indemnity ("ENVIRONMENTAL INDEMNITY") for the benefit of Lender
(the Note, Environmental Indemnity, Mortgage and Assignment of Leases and all
other instruments or agreements by which the Loan is evidenced or secured are
hereinafter collectively referred to as the "UNDERLYING INSTRUMENTS"); and

      It is a condition of Lender's agreement to make the Loan that Guarantor be
unconditionally liable for and personally guarantee the payment and performance
of certain liabilities and obligations of the Borrower under the Underlying
Instruments upon the terms and conditions as are hereinafter set forth; and

      WHEREAS, Guarantor is financially interested in Borrower and is materially
benefited by the consummation of the Loan and has agreed to unconditionally and
personally guarantee the payment and performance of certain liabilities and
obligations of Borrower under the Underlying Instruments upon the terms and
conditions as are hereinafter set forth.

                                        1


      NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,
Guarantor intending to be legally bound, hereby makes the following
representations and warranties to the Lender and hereby covenants and agrees
with the Lender as follows:

1.    Guarantor absolutely, irrevocably and unconditionally guarantees to the
      Lender payment and the full, faithful and timely performance of any and
      all liabilities and obligations of Borrower whether now existing or
      hereafter incurred under the Environmental Indemnity and paragraph 9 of
      the Note (all of which payments, liabilities and obligations are
      hereinafter collectively referred to as the "Guaranteed Obligations").

2.    Guarantor absolutely, irrevocably and unconditionally waives notice of
      acceptance of this Guaranty and notice of any payment, liability or
      obligation to which it may apply, and waives presentment, demand of
      payment, protest, notice of dishonor or nonpayment of such liabilities
      under this Guaranty or any of the Underlying Instruments creating the
      Guaranteed Obligations and any suit or taking other action by the Lender
      against, and any other notice to, any party liable thereon or any property
      which may be security therefor.

3.    The Lender may at any time and from time to time without the consent of,
      or notice to, Guarantor, without incurring any responsibility to Guarantor
      and without impairing or releasing any of the obligations of Guarantor
      hereunder, upon or without any terms or conditions and in whole or in
      part:

      (a)   renew, alter or change the interest rate, manner, time, place or
            terms of payment or performance of any of the Guaranteed
            Obligations, or any liability incurred directly or indirectly in
            respect thereof, whereupon the guaranty herein made shall apply to
            the Guaranteed Obligations as so changed, extended, renewed or
            altered;

      (b)   sell, exchange, release, surrender, and in any manner and in any
            order realize upon or otherwise deal with any property at any time
            directly and absolutely assigned or pledged or mortgaged to secure
            the Guaranteed Obligations or any liabilities (including any of
            those hereunder) incurred directly or indirectly in respect thereof;

      (c)   exercise or refrain from exercising any rights against Borrower or
            any other person (including Guarantor) or otherwise act or refrain
            from acting with regard to the Underlying Instruments, Guaranteed
            Obligations or this Guaranty;

      (d)   settle or compromise any of the Guaranteed Obligations, any security
            therefor or any liability (including any of those hereunder)
            incurred directly or indirectly in respect thereof or hereof, and/or
            subordinate the payment of all or any part thereof to the payment of
            any liability of Borrower (whether or not then due) to creditors of
            Borrower other than the Lender and Guarantor;

                                        2


      (e)   apply any sums in whatever manner paid or realized to any liability
            or liabilities of Borrower to the Lender regardless of what
            liability or liabilities of Borrower remain unpaid;

      (f)   consent to or waive any breach of or any act, omission or default
            under the Underlying Instruments or otherwise amend, modify or
            supplement any of such instruments or agreements; and/or

      (g)   sell, convey or assign, whether into a securitized transaction or
            otherwise, all or any part of Lender's interest in this Guaranty and
            the Underlying Instruments.

4.    (a)   No invalidity, irregularity or unenforceability of all or any
            part of the Underlying Instruments, the Guaranteed Obligations or
            this Guaranty, or of any security therefor, shall affect, impair or
            constitute a defense to this Guaranty. This Guaranty is a direct and
            primary obligation of Guarantor, and Guarantor's obligations
            hereunder are not as a surety. This is a guaranty of payment and
            performance, and not merely a guaranty of collection.

      (b)   Guarantor acknowledges agrees that this Guaranty and Guarantor's
            obligations with respect to payments and performance under the
            Environmental Indemnity shall remain in full force and effect,
            notwithstanding the fact that the Note and payments due under the
            other Underlying Instruments have been paid in full.

5.    (a)   Notwithstanding any payment or payments made by Guarantor
            hereunder, Guarantor will not assert or exercise any right of the
            Lender or of such Guarantor against Borrower to recover the amount
            of any payment made by such Guarantor to the Lender by way of
            subrogation, reimbursement, contribution, indemnity or otherwise
            arising by contract or operation of law, and Guarantor shall not
            have any right of recourse to or any claim against assets or
            property of Borrower, whether or not the obligations of Borrower
            have been satisfied, all of such rights being herein expressly
            waived by Guarantor. The provisions of this paragraph shall survive
            the termination of this Guaranty, and any satisfaction and discharge
            of Borrower by virtue of any payment, court order or any applicable
            law.

      (b)   Notwithstanding the provisions of Section 5(a), Guarantor shall have
            and be entitled to all rights of subrogation otherwise provided by
            applicable law in respect of any payment Guarantor may make or be
            obligated to make under this Guaranty, and to assert and enforce the
            same, in each case on and after, but at no time prior to, the date
            (the "SUBROGATION TRIGGER DATE") which is 91 days after the date on
            which all obligations under the Underlying Instruments shall have
            been paid or performed in full, if and only if the existence of
            Guarantor's rights under this Section 5(b) would not make Guarantor
            a creditor (as defined in the Bankruptcy Reform Act of 1978, an
            amended, 11 U.S.C. Sections 101 et seq.. and

                                        3


            the regulations adopted and promulgated pursuant thereto) of
            Borrower in any insolvency bankruptcy, reorganization or similar
            proceeding commenced on or prior to the Subrogation Trigger Date.

      (c)   In the event that Guarantor shall advance or become obligated to pay
            any sums with respect to any obligation hereby guaranteed or in the
            event that for any reason whatsoever the Borrower or any subsequent
            owner of the collateral securing the Loan is now, or shall hereafter
            become, indebted to Guarantor, Guarantor agrees that the amount of
            such sums and of such Indebtedness together with all interest
            thereon, shall at all times be subordinate as to the lien, time of
            payment and in all other respects, to all sums, including principal,
            interest and other Indebtedness, at any time owing to the Lender
            under any of the Underlying Instruments. Nothing herein contained is
            intended or shall be construed to give to Guarantor any right to
            participate in any way in the right, title or interest of the Lender
            in or to the collateral securing Loan, notwithstanding any payments
            made by Guarantor under this Guaranty, all such rights of
            participation being hereby expressly waived and released.

      (d)   Guarantor waives all rights and defenses arising out of an election
            of remedies by the Lender (as creditor), even though that election
            of remedies, such as a nonjudicial foreclosure with respect to
            security for a guaranteed obligation, has destroyed the guarantor's
            rights of subrogation and reimbursement against the Borrower (as
            principal) by the operation of Section 580d of the Code of Civil
            Procedure or otherwise.

      (e)   Guarantor waives any rights Guarantor might have pursuant to the
            terms of Sections of the California Civil Code or Code of Civil
            Procedure including without limitation the following: (i) Guarantor
            waives the benefit of any statute of limitations affecting
            Guarantor's liability hereunder or the enforcement thereof,
            including, without limitation all rights and benefits, if any,
            arising under Section 359.5 of the California Code of Civil
            Procedure; (ii) Guarantor hereby waives, to the fullest extent
            permitted by law, all rights and benefits under Section 2809 of the
            California Civil Code purporting to reduce a guarantor's obligations
            in proportion to the principal obligation, all rights and benefits
            under Section 580a of the California Code of Civil Procedure
            purporting to limit the amount of any deficiency judgment which
            might be recoverable following the occurrence of a trustee's sale
            under the Mortgage, all rights and benefits under Section 580b of
            the California Code of Civil Procedure stating that no deficiency
            may be recovered on a real property purchase money obligation and
            all rights and benefits under Section 580d of the California Code of
            Civil Procedure stating that no deficiency may be recovered on a
            note secured by a deed of trust on real property in case such real
            property is sold under the power of sale contained in such deed of
            trust, to the extent any such sections have any application hereto
            or any application to Guarantor; (iii) Guarantor waives all rights
            and defenses that the Guarantor may

                                        4


            have because the Borrower's debt is secured by real property. This
            means, among other things: (1) Lender may collect from the Guarantor
            without first foreclosing on any real or personal property
            collateral pledged by the Borrower, (2) if Lender forecloses on any
            real property collateral pledged by the Borrower: (A) the amount of
            debt may be reduced only by the price for which that collateral is
            sold at the foreclosure sale, even if the collateral is worth more
            than the sale price, (B) Lender may collect from the Guarantor even
            if Lender, by foreclosing on the real property collateral, has
            destroyed any right the Guarantor may have to collect from Borrower.
            This is an unconditional and irrevocable waiver of any rights and
            defenses the Guarantor may have because Borrower's debt is secured
            by real property. These rights and defenses include, but are not
            limited to, any rights or defenses based upon Section 580a, 580b,
            580d, or 726 of the Code of Civil Procedure; (iv) without limiting
            the generality of the foregoing or any other provision hereof, the
            Guarantor waives all rights and benefits which might otherwise be
            available to the Guarantor under Division Third, Part 4, Title 13 of
            the California Civil Code Sections 2810, 2819, 2839, 2845, 2849,
            2850, 2899, and 3433.

6.    Guarantor agrees that to the extent that Borrower makes a payment or
      payments to Lender, which payment or payments or any part thereof are
      subsequently invalidated, declared to be fraudulent or preferential, set
      aside or required, for any of the foregoing reasons or for any other
      reasons, to be repaid or paid over to a custodian, trustee, receiver or
      any other party under any bankruptcy act, state or federal law, common law
      or equitable cause, then to the extent of such payment or repayment, the
      obligation or part thereof intended to be satisfied shall be revived and
      continued in full force and effect as if such payment had not been made.

7.    Guarantor makes the following representations and warranties which shall
      survive the execution and delivery of this Guaranty:

      (a)   Guarantor is and, until the Indebtedness is paid in full, will
            continue to (i) be a duly organized and validly existing entity in
            good standing under the laws of the state of its formation, (ii) be
            duly qualified as a foreign entity in each jurisdiction in which the
            nature of its business makes such qualification necessary or
            desirable, (iii) have the requisite power and authority to carry on
            its business as now being conducted, (iv) have the requisite power
            to execute, deliver and perform its obligations under this Guaranty,
            and (v) comply with the provisions of all of its organizational
            documents, and the Legal Requirements of the state of its formation.

      (b)   The execution, delivery and performance of this Guaranty (i) are
            within the applicable powers of Guarantor; (ii) have been authorized
            by all requisite action; (iii) have received all necessary approvals
            and consents, corporate, governmental or otherwise; (iv) does not
            and will not violate, conflict with, result in a breach of

                                        5


            or constitute (with notice or lapse of time, or both) a default
            under any provision of law, any order or judgment of any court or
            governmental authority, the articles of incorporation, by-laws,
            partnership, operating or trust agreement, or other governing
            instrument of Guarantor, or any indenture, agreement or other
            instrument to which Guarantor is a party or by which Guarantor or
            any of Guarantor's assets is or may be bound or affected; (v) does
            not and will not result in the creation or imposition of any lien,
            charge or encumbrance whatsoever upon any of Guarantor's assets;
            (vi) does not and will not require any authorization or license
            from, or any filing with, any governmental authority or other body.

      (c)   This Guaranty constitutes the legal, valid and binding obligations
            of Guarantor, enforceable against Guarantor in accordance with its
            terms, except as may be limited by (i) bankruptcy, insolvency,
            reorganization or other similar laws affecting the rights of
            creditors generally, and (ii) general principles of equity
            (regardless of whether considered in a proceeding in equity or at
            law).

8.    Guarantor and Borrower are separate and distinct entities with no identity
      of interest with respect to any Indebtedness which may become owed or any
      payments which may be made hereunder. Borrower is not contractually bound
      to Guarantor with respect to any payments hereafter made under this
      Guaranty in any manner which would have the effect of imputing the
      liability of Guarantor hereunder to Borrower.

9.    Guarantor is related and/or affiliated with Borrower, has personal
      knowledge of and is familiar with Borrower's business affairs, books and
      records and has the ability to influence Borrower's financial decisions.
      Guarantor represents that Borrower is in sound financial condition as of
      the date of this Guaranty.

10.   Nothing herein contained shall in any manner affect the lien or priority
      of the Mortgage, and upon the occurrence of an Event of a Default, the
      Lender may invoke any remedies it may have under the Underlying
      Instruments, or this Guaranty, either concurrently or successively and the
      exercise of any one or more of such remedies shall not be deemed an
      exhaustion of such remedy or remedies or a waiver of any other remedy or
      remedies and shall not be deemed an election of remedies. Guarantor hereby
      specifically waives any defense to its performance under this Guaranty
      based upon an election of remedies by Lender, including but not limited to
      an election to foreclose by nonjudicial sale under any deed of trust, or
      security agreement and pursue any other remedy which destroys, lessens or
      otherwise affects Guarantor's subrogation rights and/or its rights to
      reimbursement from or to proceed against Borrower or any other person,
      when resulting from the judicial or nonjudicial foreclosure (under any
      deed of trust, or security agreement) or the selling or otherwise
      disposing of or collecting or applying any property, real or personal,
      securing the Note, or otherwise. The exercise by the Lender of any such
      remedies shall not release or discharge Guarantor from its obligations
      hereunder unless and until the full amount of the Indebtedness evidenced
      by the Note and secured as aforesaid has been fully paid and

                                        6


      satisfied, and any such release or discharge shall be subject to the
      provisions of paragraph 4(b) hereof.

11.   This Guaranty shall remain in full force and effect until all obligations
      of the Borrower under the Underlying Instruments have been satisfied in
      full and are no longer subject to disgorgement under any applicable state
      or federal creditor rights or bankruptcy laws. No delay on the part of the
      Lender in exercising any options, powers or rights, or the partial or
      single exercise thereof, shall constitute a waiver thereof. No waiver of
      any rights hereunder, and no modification or amendment of this Guaranty,
      shall be deemed to be made by the Lender unless the same shall be in
      writing, duly signed on behalf of the Lender, and each such waiver (if
      any) shall apply only with respect to the specific instance involved and
      shall in no way impair the rights of the Lender or the obligations of
      Guarantor to the Lender in any other respect at any other time. This
      Guaranty and the rights and obligations of the Lender and of Guarantor
      hereunder shall be governed and construed in accordance with the laws of
      the state of California, without regard to its conflicts of law principles
      and this Guaranty is binding upon Guarantor, Guarantor's heirs, personal
      representatives and permitted successors or assigns, and shall inure to
      the benefit of the Lender and its successors or assigns.

12.   Guarantor acknowledges that copies of the Underlying Instruments have been
      made available to Guarantor and that Guarantor is familiar with their
      contents. Guarantor affirmatively agrees that upon any Permitted Transfer
      effected in accordance with the provisions of the Underlying Instruments,
      it shall not be necessary for Guarantor to reaffirm its continuing
      obligations under this Guaranty, but Guarantor will do so upon request by
      Lender; provided, however, in the event a Permitted Transfer under items
      (ii) or (vi) of the Permitted Transfers occurs in compliance with the
      terms and conditions stated in the Mortgage, then Borrower may provide a
      substitute guarantor, acceptable to Lender in Lender's sole discretion, to
      assume the obligations of Guarantor under terms and conditions acceptable
      to Lender. Lender's approval of the substitute guarantor shall be deemed
      granted so long as such substitute guarantor is a Qualified Successor.

13.   GUARANTOR AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE,
      TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS BROUGHT BY
      GUARANTOR OR LENDER IN CONNECTION WITH THIS GUARANTY, ANY OF THE LOAN
      DOCUMENTS, THE INDEBTEDNESS SECURED HEREBY, OR ANY OTHER STATEMENTS OR
      ACTIONS OF LENDER.

14.   Each notice, consent, request or other communication under this Guaranty
      (each a "Notice") which any party hereto may desire or be required to give
      to the other shall be deemed to be adequate and sufficient notice if given
      in writing and service is made by either (i) registered or certified mail,
      postage prepaid, in which case such notice shall be deemed to have been
      received three (3) business days following deposit to U.S. mail; or (ii)
      nationally recognized overnight air courier, next day delivery, prepaid,
      in which case

                                        7


      such notice shall be deemed to have been received one (1) business day
      following delivery to such nationally recognized overnight air courier.
      All Notices shall be addressed to Guarantor at its address given on the
      first page hereof, or to Lender at c/o Principal Real Estate Investors,
      LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450, Attn: Commercial Real
      Estate Servicing, Loan No. 753820, or to such other place as any party may
      by notice in writing to the other parties designate as a place for service
      of notice.

15.   Guarantor hereby irrevocably authorizes Lender to apply any and all
      amounts received by Lender in repayment of the Loan first to amounts which
      are not guaranteed pursuant to the terms of any guaranty and then to
      amounts which are guaranteed pursuant to the terms of any guaranty.
      Guarantor hereby waives any and all rights it has or may have under
      Section 2822 of the California Civil Code which provides that if a
      guarantor is "liable upon only a portion of an obligation and the
      principal provides partial satisfaction of the obligation, the principal
      may designate the portion of the obligation that is to be satisfied."

16.   In the case of a power of sale foreclosure under the Mortgage, the fair
      market value of the real property collateral shall be conclusively deemed
      to be the amount of the successful bid at the foreclosure sale. Guarantor
      waives any rights or benefits it may now or hereafter have to a fair value
      hearing under Section 580a of the California Code of Civil Procedure.
      Lender shall have absolutely no obligation to make a bid at any
      foreclosure sale, but rather may make no bid or bid any amount which
      Lender, in its sole discretion, deems appropriate.

17.   Each Guarantor (if more than one) whose signature appears below shall be
      deemed to be bound by the provisions of this Guaranty and the Guaranteed
      Obligations, whether each signature was affixed at the same or different
      times, and the term "Guarantor" as used herein shall be deemed to refer to
      each individually, as well as collectively, and each of the undersigned
      shall be jointly and severally liable for the Guaranteed Obligations
      hereunder, both personally and with recourse, irrespective of the recourse
      or non-recourse nature of the Underlying Instruments. Guarantor agrees
      that if this Guaranty is placed in the hands of an attorney for
      enforcement, Guarantor will reimburse Lender all expenses incurred,
      including attorney's fees.

18.   This Guaranty may be executed in counterparts, each of which shall be
      deemed an original; and such counterparts when taken together shall
      constitute but one agreement.

19.   Capitalized terms used herein and not otherwise defined shall have the
      meanings given to them in the Underlying Instruments.

      IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
and delivered as of the date first set forth above.

                                        8


                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)

                                        9


                           SIGNATURE PAGE OF GUARANTOR
                                   TO GUARANTY

    42-1579325
- ---------------------------------------
(Guarantor's Identification Number)


                                            INLAND WESTERN RETAIL REAL ESTATE
                                            TRUST, INC., a Maryland corporation


                                            By:    /s/ Debra A Palmer
                                                 -----------------------
                                                 Name:    Debra A Palmer
                                                       -----------------
                                                 Title: Asst Secretary
                                                       -----------------

                                       10

EX-10.64

                                                                   Exhibit 10.64

Hickory Ridge Shopping Center
Hickory, NC
Third Amendment to Option

                      THIRD AMENDMENT TO OPTION TO PURCHASE
                              PARTNERSHIP INTERESTS

     THIS THIRD AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the
"Amendment") is made and entered into as of the 23rd day of December 2003, by
and between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, a Tennessee limited
partnership ("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").

                              W I T N E S S E T H:

     WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 that was amended by Amendment to
Option to Purchase Partnership Interests dated November 17, 2003 and further
amended by Second Amendment to Option to Purchase Partnership Interests dated
December 17, 2003 (the "Option Agreement"), for the sale and purchase of the
property commonly known as Hickory Ridge Shopping Center located in Hickory,
North Carolina, as legally described by the Option Agreement (the "Property").

     WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.   The Option Period as defined in the second paragraph of the Option
          Agreement is hereby amended and restated by deleting the words "...or
          December 24, 2003 ..." and inserting: "...December 31, 2003 at 5:00
          p.m. (Chicago, Illinois time)..." therein.

     2.   This Third Amendment may be executed in one or more counterparts, each
          of which shall constitute an original and all of which taken together
          shall constitute one agreement. Each person executing this Third
          Amendment represents that such person has full authority and legal
          power to do so and bind the party on whose behalf he or she has
          executed this Third Amendment. Any counterpart to this Third Amendment
          may be executed by facsimile copy and shall be binding on the parties.

     Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.

                            (SIGNATURE PAGE FOLLOWS)



Hickory Ridge Shopping Center
Hickory, NC
Third Amendment to Option


                                   Seller:

                                   HICKORY RIDGE ASSOCIATES, LIMITED
                                   PARTNERSHIP, a Tennessee limited partnership

                                   By:  Hickory Ridge Development Corporation, a
                                        Tennessee corporation
                                   Its: General Partner


                                   By: /s/ George Bright by [ILLEGIBLE]
                                       --------------------------------
                                   Name:  George Bright
                                         ------------------------------
                                   Title:  President
                                          -----------------------------


                                   Purchaser:

                                   Inland Real Estate Acquisitions, Inc.,
                                   as Illinois corporation

                                   By: /s/ Jason A. Lazarus
                                      ---------------------------------
                                   Name:  Jason A. Lazarus
                                         ------------------------------
                                   Title:  Authorized Agent
                                          -----------------------------

                                        2


Hickory Ridge Shopping Center
Hickory, NC
Second Amendment to Option

                     SECOND AMENDMENT TO OPTION TO PURCHASE
                              PARTNERSHIP INTERESTS

     THIS SECOND AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the
"Amendment") is made and entered into as of the 17th day of December 2003, by
and between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED
PARTNERSHIP ("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").

                              W I T N E S S E T H:

     WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 that was amended by Amendment to
Option to Purchase Partnership Interests dated November 17, 2003 (the "Option
Agreement"), for the sale and purchase of the property commonly known as Hickory
Ridge Shopping Center located in Hickory, North Carolina, as legally described
by the Option Agreement (the "Property").

     WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.   The Option Period as defined in the second paragraph of the Option
          Agreement is hereby amended and restated by deleting the words "...or
          December 17, 2003 ..." and inserting: "...December 24, 2003 at 5:00
          p.m. (Chicago, Illinois time)..." therein.

     2.   This Second Amendment may be executed in one or more counterparts,
          each of which shall constitute an original and all of which taken
          together shall constitute one agreement. Each person executing this
          Second Amendment represents that such person has full authority and
          legal power to do so and bind the party on whose behalf he or she has
          executed this Second Amendment. Any counterpart to this Second
          Amendment may be executed by facsimile copy and shall be binding on
          the parties.

     Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.

                            (SIGNATURE PAGE FOLLOWS)



Hickory Ridge Shopping Center
Hickory, NC
Second Amendment to Option


                                   Seller:

                                   HICKORY RIDGE ASSOCIATES, LIMITED
                                   PARTNERSHIP, a Tennessee limited partnership

                                   By:  Hickory Ridge Development Corporation, a
                                        Tennessee corporation
                                   Its: General Partner


                                   By:  /s/ George Bright for [ILLEGIBLE]
                                      -----------------------------------
                                   Name: George Bright
                                        ---------------------------------
                                   Title: President
                                          -------------------------------


                                   Purchaser:

                                   INLAND REAL ESTATE ACQUISITIONS, INC.,
                                   an Illinois corporation

                                   By: /s/ Jason A. Lazarus
                                      -----------------------------------
                                   Name:  Jason A. Lazarus
                                         --------------------------------
                                   Title:  Authorized Agent
                                          -------------------------------

                                        2


Hickory Ridge Shopping Center
Hickory, NC
Amendment to Option

                         AMENDMENT TO OPTION TO PURCHASE
                              PARTNERSHIP INTERESTS

     THIS AMENDMENT TO OPTION TO PURCHASE PARTNERSHIP INTEREST (the "Amendment")
is made and entered into as of the 17th day of November 2003, by and between
HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED PARTNERSHIP
("Seller") and INLAND REAL ESTATE ACQUISITIONS, INC. ("Buyer").

                              W I T N E S S E T H:

     WHEREAS, Seller and Buyer entered into that certain Option To Purchase
Partnership Interests dated October 16, 2003 (the "Option Agreement"), for the
sale and purchase of the property commonly known as Hickory Ridge Shopping
Center located in Hickory, North Carolina, as legally described by the Option
Agreement (the "Property").

     WHEREAS, Buyer and Seller have mutually agreed to amend certain provisions
of the Option Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.   The Option Period as defined in the second paragraph of the Option
          Agreement is hereby amended by deleting the words "...or November 17,
          2003 ..." and inserting: "...December 17, 2003 at 5:00 p.m. (Chicago,
          Illinois time)..." therein.

     2.   This Amendment may be executed in one or more counterparts, each of
          which shall constitute an original and all of which taken together
          shall constitute one agreement. Each person executing this Amendment
          represents that such person has full authority and legal power to do
          so and bind the party on whose behalf he or she has executed this
          Amendment. Any counterpart to this Amendment may be executed by
          facsimile copy and shall be binding on the parties.

     Except as modified herein, the Option Agreement shall remain unmodified and
in full force and effect.

                            (SIGNATURE PAGE FOLLOWS)



Hickory Ridge Shopping Center
Hickory, NC
Amendment to Option


                                   Seller:

                                   HICKORY RIDGE ASSOCIATES, LIMITED
                                   PARTNERSHIP, a Tennessee limited
                                   partnership

                                   By:  Hickory Ridge Development Corporation, a
                                        Tennessee corporation
                                   Its: General Partner

                                   By: /s/ George Bright for [ILLEGIBLE]
                                       ---------------------------------
                                   Name: George Bright
                                        --------------------------------
                                   Title:
                                         -------------------------------
                                   Purchaser:

                                   INLAND REAL ESTATE ACQUISITIONS, INC.,
                                   an Illinois corporation

                                   By: /s/ Jason A. Lazarus
                                       ---------------------------------
                                   Name:  Jason A. Lazarus
                                         -------------------------------
                                   Title: Authorized Agent
                                          ------------------------------

                                        2


                    OPTION TO PURCHASE PARTNERSHIP INTERESTS

     THIS OPTION TO PURCHASE PARTNERSHIP INTERESTS ("Option Agreement") is
entered as of the 16th day of October, 2003 (the "Effective Date"), by and
between HICKORY RIDGE ASSOCIATES, LIMITED PARTNERSHIP, A TENNESSEE LIMITED
PARTNERSHIP, with offices at c/o Fletcher Bright Company, 537 Market Street,
Suite 400, Chattanooga, Tennessee 37402 ("Seller") and INLAND REAL ESTATE
ACQUISITIONS, INC., AN ILLINOIS CORPORATION, with offices at 2901 Butterfield
Road, Oak Brook, Illinois 60523 ("Buyer").

     In consideration of the payment from Buyer to Seller of ONE HUNDRED AND
00/100 DOLLARS ($100.00) (the "Option Fee"), the receipt and sufficiency of
which are hereby acknowledged, Seller hereby grants unto Buyer an option (the
"Option") to acquire one hundred percent (100%) of the partnership interests
(the "Interests") comprising the Seller for the price and the terms set forth
below. Seller is the fee owner of that certain Hickory Ridge Shopping Center
(the "Shopping Center"), consisting of approximately 38.95 acres of land,
located in Catawba County, City of Hickory, North Carolina (the "Property"), as
more particularly described on EXHIBIT "A" attached hereto and incorporated
herein by this reference. Such Option shall be exercised on or November 17, 2003
(the "Option Date") (the period during which the Option may be exercised is
hereafter referred to as the "Option Period"), by written notice to Seller
(received by Seller on or before the expiration of the Option Period),
accompanied by a deposit in the amount of Five Hundred Thousand and 00/100
Dollars ($500,000.00) (the "Deposit"), which shall be refundable only upon the
default by Seller. The sale of the Interests shall close on or before thirty
(30) days from the Option Date (the "Closing Date").

     1.  PURCHASE PRICE: The Purchase Price for the Interests shall be FORTY ONE
MILLION NINE HUNDRED THOUSAND AND NO/100 DOLLARS ($41,900,000.00) to be paid in
cash plus or minus prorations.

     2.  WARRANTY OF TITLE: Seller warrants that it will cause to be conveyed to
Buyer all of the Interests and that Seller owns insurable fee simple title to
the Property, subject to liens and encumbrances of record. Transfer of the
Interests shall be made pursuant to one or more assignments of partnership
interests (collectively, the "Assignments" and each an "Assignment"). In the
event all of the Interests cannot be transferred to Buyer or that title to said
Property be defective and cannot be remedied on or before the Option Date, Buyer
may terminate the Option Agreement and upon such termination, Seller shall
retain the Option Fee as earned consideration. Seller covenants that from and
after the date hereof and through the Closing Date (if the Option is exercised),
Seller shall neither (i) convey title to the Property or the Interests to any
party other than Buyer or its designee, nor (ii) grant an option or other
contract or property right to acquire the Property or the Interests to any party
other than Buyer. Seller further covenants that in the event it is not able to
obtain the Assignments conveying all of the Interests, then in such event,
Seller shall convey by special warranty deed an insurable fee simple title to
the Property under the same terms and conditions as provided herein. In the
event Seller conveys the Property to Buyer by said special warranty deed, Seller
shall pay all transfer taxes relating thereto. Furthermore, Seller shall have
the right to elect within fifteen (15) days from the Effective Date that Seller
will convey the Property by special warranty deed rather than the assignment of
the Interests by giving written notice to Buyer prior to the expiration of such
fifteen (15) day period.

                                       -1-


     3.  PROPERTY INSPECTION: During the period of the Option Agreement, Buyer
shall have access, at all reasonable time, upon twenty-four (24) hours prior
notice to Seller, and subject to the rights of tenants in possession, to inspect
the Property and to review all records of Seller relative to the Property, which
records shall be made available, on two (2) business days notice. Buyer shall
indemnify Seller for and against all claims, costs and expenses (including
reasonable attorney fees) arising out of or relating to Buyer's inspection of
the Property, which obligation shall survive the termination of this Agreement.
Seller will cooperate with Buyer to obtain reasonable estoppel certificates from
the tenants of the Property. A copy of a current rent roll for the Shopping
Center is attached hereto as EXHIBIT "B" and by this reference incorporated
herein. Seller shall furnish to Buyer as soon as reasonably possible the
documents listed on the "Due Diligence Checklist" attached hereto as EXHIBIT "C"
and by this reference incorporated herein.

     4.  CONVEYANCE AT CLOSING: Transfer of all of the Interests is to be made
by Assignments and at that time the Property shall be subject only to existing
zoning ordinances and to any recorded restrictions, covenants and easements
applicable to the Property, other recorded encumbrances and the Faw Easement,
and subject to any taxes not then due and payable.

     5.  PRORATIONS AND EXPENSES: Real estate ad valorem taxes applicable to the
Property ("Taxes") shall be prorated as of the Closing Date on the basis of the
calendar year in which the Closing Date occurs, regardless of when such Taxes
become a lien or are payable. If the rate of any such Taxes shall not be fixed
prior to the Closing Date, the adjustment and proration thereof on the Closing
Date shall be upon the basis of the rate for the preceding calendar year applied
to the latest assessed valuation, and the same shall be appropriately and
promptly adjusted after Closing Date, if necessary, between Seller and Buyer
when the rate is fixed for the calendar year during which the Closing occurs.
All prior unpaid taxes, mortgages and liens including assessments, pending or
confirmed, water and sewer fees and other sums due any governmental authority,
if any shall be paid by the Seller at or prior to the Closing Date. All revenues
and expenses of the Property shall be pro-rated as of the Closing Date. The
costs of any survey, title commitment, title policies, recording fees, and
inspection costs, shall be paid by Buyer. At the Closing Date, Buyer shall
receive a credit to reimburse Buyer for the reasonable costs for the "Five Part
Search" (includes UCC, judgment, lien, litigation and bankruptcy search) to be
ordered from CT Corporation (estimated to be approximately $1500.00), outside
legal fees pertaining to the transfer of limited partnership interests
(estimated to be approximately $1000.00 to $1500.00) and the Fairway and
Non-Imputation title endorsements. Buyer and Seller understand that the above
costs are estimates only but Buyer will make reasonable efforts to keep such
costs as close to the estimates as reasonably possible. Buyer to furnish to
Seller copies of invoices pertaining to such costs.

     6.  RISK OF LOSS: Until the Closing Date, Seller assumes risk of loss or
damage to the Property by fire, windstorm, other casualty, or condemnation, but
shall be entitled to recover from the Buyer any damage or loss caused by Buyer's
negligence during its inspection of the Property.

     7.  [INTENTIONALLY DELETED]

                                       -2-


     8.  DEFAULT: Should the Buyer fail or refuse to exercise the Option granted
herein, within the time set forth above, the Seller shall have the right to
declare the Option Agreement canceled, and shall retain the Option Fee as earned
consideration. In the event Buyer exercises the Option as provided herein,
should the Buyer fail or refuse to carry out its obligations under the Option
Agreement, Seller shall have as its sole and exclusive remedy, the right to
retain, in addition to the Option Fee, the Deposit as liquidated damages and not
as a forfeiture or penalty, both Buyer and Seller hereby acknowledging that
Seller's actual damages at such time will be difficult to ascertain and measure,
and that such liquidated damages will represent a fair and reasonable estimate
of such damages that will be sustained by Seller.

     Should the Seller fail or refuse to carry out its obligations under the
Option Agreement, the Buyer shall have the right to: (1) declare the Option
Agreement canceled, in which event the Option Fee and the Deposit shall be
refunded to the Buyer; or (2) to affirm the Option Agreement and enforce its
specific performance; or (3) recover damages for its breach. The Seller shall be
liable for and hereby agrees to pay for all costs and expenses incurred by the
Buyer resulting from the Seller's breach of the Option Agreement, including
reasonable attorney's fees, court costs and other damages.

     9.  BROKER: Seller agrees to pay any brokerage commission except Buyer will
pay a brokerage commission to Buyer and/or its affiliate, if any. Seller and
Buyer agree to indemnity and hold the other harmless from any claims for
commissions claimed by, through or under such party.

     10. ASSIGNMENT: Buyer may assign or transfer the Option Agreement without
the prior written consent of Seller to an affiliate of Buyer. Any other
assignment shall require the prior written consent of Seller, which consent may
be withheld or granted in Seller's sole discretion.

     11. INDEMNITY: From and after the date of Closing (a) the general partner
of Seller agrees to indemnify, protect, defend, and hold Buyer, its directors,
officers, and owners harmless from and against all claims, actions, liabilities,
losses, damages, costs, and expenses, including, but not limited to, reasonable
attorney's fees and court costs, incurred by Buyer, its directors, officers and
owners and arising from or related to Seller's acts or omissions occurring
before Closing or the breach of any agreement that Seller may have with a third
party, which breach occurs before Closing; and (b) Buyer agrees to indemnify,
protect, defend, and hold the general and limited partners of Seller harmless
from and against all claims, actions, liabilities, losses, damages, costs, and
expenses, including, but not limited to, reasonable attorney's fees and court
costs, incurred by the general or limited partners of Seller and arising from or
related to Buyer's acts or omissions occurring on or after Closing or the breach
of any agreement that Buyer may have with a third party, which breach occurs
after Closing. The provisions of this Paragraph 11 shall survive for a period of
one (1) year from the date of Closing.

     12. MEMORANDUM OF OPTION: At the option of Buyer exercised by giving
written notice to Seller, Seller and Buyer shall promptly execute and Seller
shall promptly deliver to Buyer a Memorandum of Option for the purpose of
recording Buyer's interest in the Interests. No such Memorandum of Option shall
modify or change the terms of this Agreement.

                                       -3-


Buyer to prepare the Memorandum of Option for Seller's reasonable approval and
the responsibility for recording and the cost thereof shall be borne by Buyer.

     13. TIME IS OF THE ESSENCE: Time is of the essence in respect to all
provisions of the Option Agreement that specify a time for performance.

     14. COUNTERPARTS: The Option Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     15. APPLICABLE LAW: The Option Agreement shall, in all respects, be
governed by the laws of the State of North Carolina.

     16. ENTIRE AGREEMENT: THE OPTION AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND THERE ARE NO OTHER REPRESENTATIONS OR WARRANTIES OTHER
THAN THOSE EXPRESSED IN WRITING AND SIGNED BY ALL PARTIES.

     EXECUTED as of the day and year first above written.

            [SIGNATURE AND NOTARY ACKNOWLEDGMENTS ON FOLLOWING PAGES]

                                       -4-


                                   BUYER:

                                   INLAND REAL ESTATE ACQUISITIONS,
                                   INC., AN ILLINOIS CORPORATION

/s/ [ILLEGIBLE]                    By:  /s/ Jason A. Lazarus
- --------------------                   --------------------------------
Witness                            Name:  Jason A. Lazarus
                                         ------------------------------
                                   Its:  Authorized Agent
                                        -------------------------------

STATE OF Georgia)

COUNTY OF Cobb)


I, Pat Campbell, a Notary Public of the County and State aforesaid, do hereby
certify that Jason Lazarus personally came before me this day and acknowledged
that he/she is the Authorized Agent of INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation, and that he/she as Authorized Agent, being authorized to
do so, executed the foregoing on behalf of the company.

WITNESS my hand and notarial seal/stamp, this 21st day of October, 2003.

My commission expires:             /s/ [ILLEGIBLE]
                                   ------------------------------------
                                   Notary Public

Notary Public, Cobb County, Georgia
My Commission Expires April 15, 2005
- -------------------------------------
[NOTARIAL SEAL/STAMP]

                                       -5-


                                   SELLER:

                                   HICKORY RIDGE ASSOCIATES, LIMITED
                                   PARTNERSHIP, A TENNESSEE LIMITED
                                   PARTNERSHIP

                                   By:  Hickory Ridge Development Corporation, a
                                        Tennessee corporation
                                   Its: General Partner

/s/ [ILLEGIBLE]                         By:  /s/ George Bright
- --------------------                       ----------------------------
Witness                                      George Bright, President


STATE OF Tennessee)

COUNTY OF Hamilton)


I, Mitzi A. Stewart, a Notary Public of the County and State aforesaid, do
hereby certify that George Bright personally came before me this day and
acknowledged that he is the President of Hickory Ridge Development Corporation,
a Tennessee corporation, the general partner of HICKORY RIDGE ASSOCIATES,
LIMITED PARTNERSHIP, a Tennessee limited partnership, and that he as President,
being authorized to do so, executed the foregoing on behalf of the corporation.


WITNESS my hand and notarial seal/stamp, this 22nd day of October, 2003.


My commission expires:             /s/ Mitzi A. Stewart
                                   ------------------------------------
                                   Notary Public
8.6.05
- -------------------------

[NOTARIAL SEAL/STAMP]

                                       -6-


                                   EXHIBIT "A"

                                LEGAL DESCRIPTION

BEING, all of Lot 2, Lot 3, and Lot 4, all as shown on Recombination Survey and
Major Subdivision, Hickory Ridge Shopping Center, recorded in Plat Book 45, at
Page 94 in the Catawba County Public Registry, as Lot 2 was modified as shown on
Recombination Survey Lots 1 and 2 Hickory Ridge Shopping Center, recorded in
Plat Book 47 at Page 135 in the Catawba County Public Registry, and as Lot 2 and
3 were modified as shown on Recombination Survey For: Hickory Ridge Associates,
Limited Partnership, recorded in Plat Book 52 at Page 21 in the Catawba County
Public Registry, and as Lot 4 was modified as shown on Recombination Survey of
Hickory Ridge Associates, LP Lots 4, 10, and 11, recorded in Plat Book 55, Page
22, Catawba County Public Registry.

TOGETHER WITH, all of Lot 2, as shown on that Recombination Survey for: Hickory
Entertainment, Inc., recorded in Book 49, Page 25, in the Catawba County Public
Registry.


                                   Exhibit "A"



                                   EXHIBIT "B"

                                    RENT ROLL


                                 [see attached]



                                   EXHIBIT "C"

                             DUE DILIGENCE CHECKLIST

                           INLAND PROPERTY MANAGEMENT
                             DUE DILIGENCE CHECKLIST

          THE FOLLOWING INFORMATION IS TO BE PROVIDED FOR MANAGEMENT REVIEW.



NAME OF PROPERTY                                                                                          COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                               
A.   FINANCIAL INFORMATION

     1.   Copy of leases and any guarantees

     2.   Current Rent Roll

     3.   Standard Lease Form

     4.   Latest leasing status report

     5.   Summary of recent lease transactions Including rate and tenant
          Improvement allowances

     6.   List of current tenants on percentage rent only or percentage rent in
          lieu basis

     7.   List of specialty license agreements                                                    NONE

     8.   Prior five full years operating statements + Year-to-date statement                     TO THE EXTENT
                                                                                                  APPLICABLE/SHOPPING
                                                                                                  CENTER LESS THAN 5
                                                                                                  YEARS OLD

     9.   Prior year's general ledger statement + Year-to-date statement                          TO THE EXTENT AVAILABLE

     10.  Last three years' bills for:                                                            TO THE EXTENT AVAILABLE

          a.   Real estate taxes
          b.   Insurance
               1)   Liability
               2)   Property
          c.   Reconcillations for CAM/taxes/Insurance
          d.   Statement of current monthly amounts paid by tenants for CAM/tax/Insurance plus
               a year-to-date balance of amounts paid by each tenant

     11.  Information related to any recent CAM or TAX Audits, Including copies of reports

     12.  Leakage report of reimbursable expenses by tenant.                                      NOT APPLICABLE

     13.  Base rent collected in previous five calendar year period by tenant                     TO THE EXTENT
                                                                                                  APPLICABLE/SHOPPING CENTER
                                                                                                  LESS THAN 5 YEARS OLD

     14.  Physical occupancy for the last five calendar years prior to purchase                   TO THE EXTENT
                                                                                                  APPLICABLE/SHOPPING CENTER
                                                                                                  LESS THAN 5 YEARS OLD




RENT ROLL

Project             Hickory Ridge
Location:           Hickory, NC
Date:               10/20/2003



TENANT                        SQ.FT. RENT    SQ. FT.   LEASE START   LEASE END    MONTHLY RENT    ANNUAL MIN. RENT
- ------------------------------------------------------------------------------------------------------------------
                                                                                
PHASE I
Target (Sale)                 $       0.00   122,250       N/A          N/A       $        0.00   $           0.00
Kohl's                        $       6.83    86,584    8/20/1999     2/1/2020    $   49,249.67   $     590,996.00
Best Buy                      $      10.75    45,000    7/23/1999    1/31/2014    $   40,312.50   $     483,750.00
Marshall's                    $       7.30    30,000    8/15/1999    8/31/2009    $   18,250.00   $     219,000.00
Old Navy                      $       8.50    25,000    8/28/1999    1/31/2005    $   17,708.33   $     212,500.00
Party City                    $      12.50    12,000    6/25/1999    6/30/2009    $   12,500.00   $     160,000.00
Shoe Carnival                 $      10.75    12,000    6/25/1999    1/31/2010    $   10,750.00   $     129,000.00
SMALL SHOPS
EB Gameowrld (Shop 1-A)       $      20.00     1,600    11/1/2000    1/31/2013    $    2,666.67   $      32,000.00
Hallmark (Shop 1-B, C, D)     $      15.65     6,000   10/27/1999    10/5/2005    $    6,916.67   $      83,000.00(1)
Family Christian Bookstore    $      15.00     5,000    3/17/2000    3/31/2010    $    7,500.00   $      90,000.00
The Avenue                    $      11.82     6,600    11/1/2000    1/31/2013    $    6,501.00   $      78,012.00
Great Clips (Shop 3-Da)       $      18.00     1,200   12/10/1999    9/30/2004    $    1,800.00   $      21,600.00
OUTPARCEL SHOPS
Tony's Pizza (Shop 4-A)       $      21.50     2,100    1/15/2000    1/31/2005    $    3,762.50   $      45,150.00
Sprint Shop 4-B               $      18.50     2,800    11/1/1999    1/31/2005    $    4,200.00   $      50,400.00
Osaka 4-C                     $      19.50     2,100    1/15/2000    1/31/2005    $    3,412.50   $      40,950.00
Tai Orchid Shops 4-D          $      19.00     2,800    1/15/2000    1/31/2005    $    4,433.33   $      53,200.00

PHASE II
Dick's                        $       4.11    45,000    1/20/2000    1/31/2021    $   15,416.67   $     185,000.00
Linen's 'N Things             $      10.50    35,000    7/1/2000     6/30/2015    $   30,625.00   $     367,500.00
A.C. Moore                    $      11.85    21,000    1/1/2001    12/31/2015    $   20,737.50   $     248,850.00
Factory Mattress              $      18.50     3,600    12/1/2001   11/30/2006    $    5,550.00   $      66,600.00
Babies R Us                   $       5.14    24,000   10/15/2002    1/31/2013    $   10,553.92   $     126,647.00
Pier 1 Imports                $      17.50     9,976    3/7/2002     3/31/2012    $   14,548.33   $     174,580.00

- ------------------------------------------------------------------------------------------------------------------
Total                                        601,610                              $  287,394.58   $   3,448,735.00
==================================================================================================================


(1) Rent is subject to change. Tenant is paying percentage rent. Rent is based
on last 9 months annualized less $1.00 psf for CAM loss



     INLAND PROPERTY MANAGEMENT                                           PAGE 2
     DUE DILIGENCE CHECKLIST



NAME OF PROPERTY                                                                                         COMMENTS
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                               
     15.  Receivables status/aging report                                                         TO THE EXTENT AVAILABLE

     16.  Tenant sales reports for last three years                                               TO THE EXTENT AVAILABLE

     17.  Tenant financial statements                                                             TO THE EXTENT AVAILABLE

     18.  Lease expirations - next three years                                                    TO THE EXTENT AVAILABLE

          a.   Status of expirations, with kick-outs, with respect to renewal possibilities       TO THE EXTENT AVAILABLE

     19.  Description and breakdown of Promotional Income and Marketing Fund                      TO THE EXTENT APPLICABLE

     20.  Leasing Plan                                                                            TO THE EXTENT AVAILABLE

ITEM                                                                                              OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
B.   EXPENSE INFORMATION

     1.   Twelve months of consecutive utility bills                                              TO THE EXTENT AVAILABLE
          a.   Water
          b.   Gas
          c.   Electric
          d.   Telephone and dedicated lines

     2.   Copies of all service agreements, contracts or any leases that encumber the property    TO THE EXTENT APPLICABLE
          a.   Fire/burglar alarm
          b.   Antenna cable/satellite dish
          c.   Cleaning
          d.   Exterminating
          e.   Landscaping
          f.   Scavenger                                                                          NONE
          g.   Security service
          h.   Snow removal
          i.   Towing
          j.   Union contracts                                                                    NONE
          k.   Elevator                                                                           NONE
          l.   Uniform rental                                                                     NONE
          m.   Water softeners
          n.   Leasing
          o.   Management
          p.   Advertising                                                                        NONE
          q.   Tax reduction legal fees
          r.   Any other service contracts or leases not cancelable in 90 days

     3.   Capital Improvements
          a.   Capital Improvements over the last 36 months                                       TO THE EXTENT AVAILABLE
          b.   Five-year capital expenditure forecast                                             TO THE EXTENT AVAILABLE
          c.   Assignable warranties                                                              TO THE EXTENT AVAILABLE

C.   ENVIRONMENTAL REPORTS

     1.   Phase I

     2.   Other                                                                                   NONE




     INLAND PROPERTY MANAGEMENT
     DUE DILIGENCE CHECKLIST                                              PAGE 3



ITEM                                                                                              OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                               
D.    STAFFING

     1.   Itemized by position and salary                                                         NOT APPLICABLE

E.    SITE INSPECTIONS                                                                            NOT APPLICABLE

     1.   Inspection report

     2.   Photo attached

ITEM                                                                                              OUTSTANDING
- ----------------------------------------------------------------------------------------------------------------------------
F.    MISCELLANEOUS

     1.   Code violations                                                                         NOT APPLICABLE
          a.   Current and outstanding
          b.   Last 24 months, with compliance
          c.   Contact municipalities as to other problems

     2.   Easement/encumbrances: restrictive easement agreements/operating easement               WILL FURNISH LATEST
          agreements                                                                              OWNER'S TITLE POLICY
                                                                                                  AND/OR LENDER TITLE
                                                                                                  POLICY IF AVAILABLE AND
                                                                                                  COPY OF OEA

     3.   Warranties                                                                              TO THE EXTENT AVAILABLE

     4.   Current tenant contact list

     5.   Certificates of Insurance from tenants

     6.   Current Insurance policies (building and common area)
          a.   Property
          b.   Liability
          c.   Umbrella

     7.   Copy of Management Agreement

     8.   Recent third party appraisal                                                            NONE

     9.   Marketing/leasing brochures                                                             TO THE EXTENT AVAILABLE

     10.  Survey

     11.  Site plan

     12.  Building photographs and aerials                                                        TO THE EXTENT AVAILABLE

     13.  Certificates of Occupancy

     14.  Zoning Letter

     15.  Building Plans and Specifications

     16.  Names and addresses of all Partners

     17.  Partnership Agreement and all Amendments

EX-10.65

                                                                   Exhibit 10.65
La Plaza Del Norte

                                   ASSIGNMENT

     This Assignment is made as of the 21st day of January 2004 by INLAND REAL
ESTATE ACQUISITIONS, INC., an Illinois corporation ("Assignor") to and for the
benefit of INLAND WESTERN SAN ANTONIO LIMITED PARTNERSHIP, an Illinois limited
partnership ("Assignee").

     Assignor does hereby sell, assign, transfer, set over and convey unto
Assignee all of its right, title and interest as Buyer under into that certain
Contract of Sale dated as of December 23, 2003, as amended and entered into by
DDRA Community Centers Four, L.P., a Texas limited partnership, as seller, and
Assignor, as Buyer (collectively, the "Agreement"), for the sale and purchase of
the property described by the Agreement, located in San Antonio, Texas.

     Assignor represents and warrants that it is the Buyer 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 Buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.

     IN WITNESS WHEREOF, Assignor and Assignee have executed this instrument as
of the date first written above.

                                 ASSIGNOR:

                                 INLAND REAL ESTATE ACQUISITIONS, INC.
                                 an Illinois corporation

                                 By: /s/ [Illegible]
                                    --------------------------
                                 Name: [Illegible]
                                      ------------------------
                                 As Its: Vice President
                                        ----------------------
                                 ASSIGNEE:

                                 INLAND WESTERN SAN ANTONIO LIMITED
                                 PARTNERSHIP, an Illinois limited partnership

                                 By: INLAND WESTERN SAN ANTONIO GP,
                                     L.L.C., a Delaware limited liability
                                     company, its General Partner

                                 By: INLAND WESTERN RETAIL REAL
                                     ESTATE TRUST, INC., a Maryland
                                     corporation, its Sole Member

                                 By: /s/ [Illegible]
                                    --------------------------
                                 Name: [Illegible]
                                      ------------------------
                                 Title: Authorized Agent
                                       -----------------------

EX-10.66

                                                                   Exhibit 10.66

                           PURCHASE AND SALE AGREEMENT

                                       AND

                            JOINT ESCROW INSTRUCTIONS

                                     between

                             LARKSPUR LANDING, LLC,

                      a Delaware limited liability company

                                    as SELLER

                                       and

                     INLAND REAL ESTATE ACQUISITIONS, INC.,

                             an Illinois corporation

                                    as BUYER

                            DATED: December 12, 2003



                                TABLE OF CONTENTS



                                                                                              Page
                                                                                              ----
                                                                                          
ARTICLE 1.       PURCHASE AND SALE...............................................................1

    1.1        Agreement to Buy and Sell ........................................................1

ARTICLE 2.       PURCHASE PRICE .................................................................2

    2.1        Purchase Price ...................................................................2
    2.2        Payment of Purchase Price ........................................................2

ARTICLE 3.       OPENING OF ESCROW ..............................................................2

    3.1        Opening Escrow; Title Company ....................................................2
    3.2        Escrow Instructions ..............................................................3

ARTICLE 4.       BUYER'S INSPECTION .............................................................3

    4.1        Deliveries by Seller .............................................................3
    4.2        California Disclosure Report......................................................3
    4.3        Review of Title...................................................................4
    4.4        Access to the Project.............................................................5
    4.5        Contingency Date; Buyer's Right to Terminate .....................................6

ARTICLE 5.       REPRESENTATIONS, WARRANTIES AND COVENANTS.......................................7

    5.1        Seller's Knowledge ...............................................................7
    5.2        Seller's Representations and Warranties...........................................7
    5.3        Buyer's Representations, Warranties and Covenants ................................8
    5.4        Seller's Covenants...............................................................10

ARTICLE 6.       CONDEMNATION; DAMAGE, DESTRUCTION .............................................11

    6.1        Condemnation ....................................................................11
    6.2        Damage or Destruction............................................................12

ARTICLE 7.       CONDITIONS TO CLOSING..........................................................13

    7.1        Seller's Conditions to Closing ..................................................13
    7.2        Buyer's Conditions to Closing....................................................13

ARTICLE 8.       CLOSING........................................................................14

    8.1        Deposits Into Escrow ............................................................14
    8.2        Closing Costs ...................................................................15
    8.3        Prorations ......................................................................15
    8.4        Closing of Escrow ...............................................................17
    8.5        Possession.......................................................................18


                                       -i-


                                TABLE OF CONTENTS
                                   (continued)



                                                                                              Page
                                                                                              ----
                                                                                          
ARTICLE 9.       BREACH OF AGREEMENT............................................................18

    9.1        Seller's Termination.............................................................18
    9.2        Seller's Remedies; Liquidated Damages............................................18
    9.3        Buyer's Remedies ................................................................18
    9.4        Seller's Maximum Aggregate Liability; Claims Period..............................19

ARTICLE 10.      GENERAL PROVISIONS.............................................................19

    10.1       Counterparts ....................................................................19
    10.2       Entire Agreement ................................................................19
    10.3       Counsel; Construction............................................................19
    10.4       Choice of Law ...................................................................20
    10.5       Severability.....................................................................20
    10.6       Waiver of Covenants, Conditions or Remedies .....................................20
    10.7       Business Day ....................................................................20
    10.8       Exhibits and Schedules...........................................................20
    10.9       Amendment .......................................................................20
    10.10      Relationship of Parties .........................................................20
    10.11      No Third-Party Benefit...........................................................20
    10.12      Time of the Essence .............................................................20
    10.13      Further Acts.....................................................................20
    10.14      No Recording ....................................................................21
    10.15      Assignment.......................................................................21
    10.16      Attorneys' Fees .................................................................21
    10.17      Brokers .........................................................................21
    10.18      Notices..........................................................................21
    10.19      Mutual Waivers of Jury Trail and Certain Damages ................................22
    10.20
    10.21      Notwithstanding anything to the contrary contained in this Agreement, in
               accordance with Treasury Regulations Section 1.6011-4(b)(3)(iii), the
               parties hereto (and each employee, representative, or other agent of any
               party hereto may disclose to any and all persons, without limitation of
               any kind, the tax treatment and tax structure of the transactions
               contemplated by this Agreement and all materials of any kind (including
               opinions or other tax analyses) that are provided to any party hereto
               relating to such tax treatment and tax structure ................................23


                                      -ii-


                           PURCHASE AND SALE AGREEMENT
                          AND JOINT ESCROW INSTRUCTIONS

     THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
("AGREEMENT") is made and entered into this 12th day of December, 2003 (the
"EFFECTIVE DATE"), by and between LARKSPUR LANDING, LLC, a Delaware limited
liability company ("SELLER"), and INLAND REAL ESTATE ACQUISITIONS, INC., an
Illinois corporation ("BUYER").

                                    RECITALS:

     A.   Seller owns certain real improved property commonly known as Larkspur
Landing Center, having approximately 173,794 net rentable square feet and
located at Sir Francis Drake Blvd. & Larkspur Landing Circle in the City of
Larkspur, County of Marin, State of California.

     B.   Buyer desires to purchase that property, and Seller desires to sell
that property, on the terms and conditions contained in this Agreement.

     NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Seller and Buyer agree as follows:

                          ARTICLE 1. PURCHASE AND SALE

          1.1     AGREEMENT TO BUY AND SELL. Subject to all of the terms and
conditions of this Agreement, Seller hereby agrees to sell to Buyer, and Buyer
hereby agrees to purchase from Seller, all of Seller's right, title and interest
in and to the following (collectively, the "PROPERTY");

                  1.1.1   The parcels of real property described on EXHIBIT A,
together with all of Seller's right, title and interest in and to all rights,
privileges, easements and appurtenances thereto (collectively, the "LAND");

                  1.1.2   All buildings, structures, improvements and fixtures
located on the Land ("IMPROVEMENTS") (the Land and the Improvements are herein
collectively called the "PROJECT");

                  1.1.3   All appliances, fixtures, equipment, machinery,
furniture, furnishings, decorations and other personal property, if any, located
on or about the Project and used by Seller in the operation and maintenance
thereof ("TANGIBLE PERSONAL PROPERTY");

                  1.1.4   The following intangible personal property, to the
extent it is transferable, which is related to the ownership or operation of the
Project: warranties, permits, franchises, licenses, certificates of occupancy,
soil and other reports and studies, surveys, maps, utility contracts, plans and
specifications, engineering plans and studies, floor plans, landscape



plans and a non-exclusive right to the name "Larkspur Landing" ("INTANGIBLE
PERSONAL PROPERTY"), provided that Seller may retain copies of each of the
foregoing;

                  1.1.5   the Leases (defined in SECTION 5.2.3); and

                  1.1.6   the Service Contracts (defined in Section 5.2.4),
other than any Seller Contracts (defined below), which Buyer shall assume, as
provided below.

                          ARTICLE 2. PURCHASE PRICE

          2.1     PURCHASE PRICE. The purchase price for the Property shall be
Fifty Nine Million One Hundred Two Thousand Forty Nine Dollars ($59,102,049)(the
"PURCHASE PRICE").

          2.2     PAYMENT OF PURCHASE PRICE. The Purchase Price shall be paid as
follows:

                  2.2.1   Escrow Holder (defined below) hereby acknowledges
receipt of the sum of One Million Dollars ($1,000,000) (together with any
interest earned thereon, the "DEPOSIT") from Buyer, which is being held in an
interest-bearing account approved by Buyer. The Deposit shall be held and
disbursed by Escrow Holder in accordance with the terms of this Agreement. Buyer
shall have the right to terminate this Agreement by notifying Seller of such
termination at any time before 5:00 p.m. Pacific Time on December 16, 2003, in
which case, this Agreement shall automatically terminate, the Deposit shall
immediately be returned to Buyer and the parties shall have no further liability
to one another arising from this Agreement, except for those provisions which
expressly survive termination of this Agreement. If Buyer does not terminate
this Agreement on or before December 16, 2003 pursuant to the terms of this
Agreement, a portion of the Deposit equal to Two Hundred Fifty Thousand Dollars
($250,000) (such portion being referred to herein as the "INITIAL DEPOSIT")
shall be non-refundable to Buyer and shall be applied to the Purchase Price at
Closing or paid to Seller as consideration for entering into this agreement
except as expressly set forth in SECTIONS 2.2.1, 4.3.2, 5.2.9, 6.1, 6.2.2 and
9.3 hereof. If Buyer does not terminate this Agreement on or before December 22,
2003 (the "CONTINGENCY DATE") pursuant to the terms of this Agreement, the
remainder of the Deposit (such remainder being referred to herein as the
"ADDITIONAL DEPOSIT") shall become non-refundable to Buyer and shall be applied
to the Purchase Price at Closing or paid to Seller as liquidated damages excepts
as expressly set forth in SECTIONS 2.2.1, 4.3.2, 4.5, 5.2.9, 6.1, 6.2.2, and 9.3
hereof.

                  2.2.2   The balance of the Purchase Price, subject to
adjustment by reason of applicable prorations and the allocation of closing
costs described below, shall be deposited by Buyer into the Escrow in
immediately available funds on or before 9:00 a.m. Pacific Time on the January
13, 2004 (the "CLOSING DATE").

                          ARTICLE 3. OPENING OF ESCROW

          3.1     OPENING ESCROW: TITLE COMPANY. Within two (2) business days
after the Effective Date, the parties shall deposit into escrow (the "ESCROW")
with Chicago Title and Trust (the "ESCROW HOLDER"), whose name and address are
set forth on the signature page to this Agreement, three (3) fully executed
counterparts of this Agreement. The parties agree that

                                        2


Chicago Title Insurance Company ("TITLE COMPANY") shall act as the title company
and issue the Title Report and the Title Policy described below.

          3.2     ESCROW INSTRUCTIONS. This Agreement shall constitute both an
agreement between Seller and Buyer and escrow instructions for Escrow Holder
with respect to the subject matter of this Agreement. Escrow Holder shall
indicate its willingness to act as Escrow Holder by executing and returning one
counterpart of this Agreement to each of Buyer and Seller. Seller and Buyer
shall promptly execute and deliver to Escrow Holder any separate or additional
escrow instructions requested by Escrow Holder which are consistent with the
terms of this Agreement. Any separate or additional instructions shall not
modify the provisions of this Agreement unless the parties agree otherwise and
expressly set forth their desire to so modify such provisions.

                          ARTICLE 4. BUYER'S INSPECTION

          4.1     DELIVERIES BY SELLER. Buyer hereby acknowledges receipt of
those documents and reports listed in EXHIBIT D (collectively, with all other
documents, reports and materials delivered to Buyer by Seller or otherwise
actually reviewed by Buyer, the "DUE DILIGENCE MATERIALS"). Seller shall also
deliver to Buyer, and the Due Diligence Materials also include, any other
specific items as Buyer may reasonably request, to the extent the same are in
Seller's possession or under its control and are not (i) proprietary to Seller
or its managers, (ii) confidential, (iii) property appraisals, (iv) privileged,
and/or (v) organizational documents of Seller or its affiliates. Except as set
forth in SECTION 5.2, by furnishing Buyer with the Due Diligence Materials,
Seller does not make any warranty or representation with respect to the
accuracy, completeness, conclusions or statements expressed in the Due Diligence
Materials, nor does Seller represent or warrant that these are the sole
materials now available with respect to the matters covered thereby. Seller
assumes no duty to furnish Buyer with any other existing information, reports or
updates of such Due Diligence Materials. Buyer hereby waives any and all claims
against Seller arising out of the accuracy, completeness, conclusions or
statements expressed in the Due Diligence Materials furnished by Seller.

          4.2     CALIFORNIA DISCLOSURE REPORT. Seller acknowledges that the
Disclosure Statutes (hereinafter defined) provide that a seller of real property
must make certain disclosures regarding certain natural hazards potentially
affecting the real property, as more particularly provided therein. As used in
this Agreement, "DISCLOSURE STATUTES" means, collectively, California Government
Code Sections 8589.3, 8589.4 and 51183.5, California Public Resources Code
Sections 2621.9, 2694 and 4136 and any other California statutes that require
Seller to make disclosures concerning real property. Seller shall promptly order
a Natural Hazard Disclosure Report for the Project (the "NATURAL HAZARD REPORT")
and shall deliver the Natural Hazard Report to Buyer promptly upon Seller's
receipt thereof. The Natural Hazard Report shall be deemed part of the Due
Diligence Materials and Seller shall use its best efforts to cause the Natural
Hazard Report to be delivered to Buyer no later than five (5) days after the
Effective Date. Buyer hereby agrees as follows with respect to the Disclosure
Statutes and the Natural Hazard Report Seller will deliver: (i) the delivery of
the Natural Hazard Report to Buyer as provided above shall be deemed to satisfy
all obligations and requirements of Seller under the Disclosure Statutes; (ii)
Seller shall not be liable for any error or inaccuracy in, or omission from, the
information in the Natural Hazard Report; (iii) the Natural Hazard Report is
being provided

                                        3


by Seller for purposes of complying with the Disclosure Statutes and shall not
be deemed to constitute a representation or warranty by Seller as to the
presence or absence in, at or around the Project of the conditions that are the
subject of the Disclosure Statutes; and (iv) the Natural Hazard Report is for
Seller and Buyer only and is not for the benefit of, or to be used for any
purpose by, any other party, including, without limitation, insurance companies,
lenders, or governmental agencies.

          4.3     REVIEW OF TITLE.

                  4.3.1   Buyer hereby acknowledges receipt of a copy of a
survey of the Project, which Seller obtained in 1999 (as such may be updated as
provided herein, the "SURVEY"). Buyer shall cause Title Company to deliver to
Buyer and Seller a preliminary title report ("TITLE REPORT") issued by the Title
Company covering the Land dated no more than thirty (30) days prior to the
Effective Date, together with copies of all documents referenced in Schedule B
thereof. If Buyer elects to obtain an ALTA extended coverage policy of title
insurance, Buyer shall obtain an updated survey of the Project at Buyer's
expense. The updated survey shall be certified to Seller, Buyer and Title
Company.

Buyer shall have from the date hereof until December 16, 2003 (the "TITLE REVIEW
PERIOD") within which to notify Seller of any exceptions to title as shown in
the Title Report or Survey which Buyer reasonably disapproves. Buyer shall have
the right to disapprove, in its reasonable discretion, any title or survey
matters first contained in or first referred to on or after the beginning of the
Title Review Period in any supplemental reports or updates to the Title Report
or Survey within three (3) business days after receipt thereof. Any exceptions
which are timely disapproved by Buyer pursuant to this section shall be referred
to collectively as the "TITLE OBJECTIONS". If Buyer fails to timely notify
Seller of its disapproval of any matters shown in the Title Report or Survey or
any supplements or updates thereto, Buyer shall conclusively be deemed to have
approved such matters. Any such matter not timely disapproved in writing by
Buyer shall constitute a "PERMITTED EXCEPTION" hereunder. If Buyer timely
notifies Seller of any Title Objections, then, at Seller's sole discretion,
Seller may elect (but shall not be obligated) to remove or cause to be removed
any of the Title Objections at Seller's expense, or to cause any Title
Objections to be insured against by the Title Company, and shall be entitled to
a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the
purpose of such removal, which removal will be deemed effected by the issuance
of title insurance insuring against the effect of the Title Objections. Seller
shall notify Buyer in writing ("SELLER'S TITLE NOTICE") on or before the date
that is three (3) business days from the end of the Title Review Period
("SELLER'S CURE NOTICE DATE") whether Seller elects to remove or to cause the
Title Company to insure against the same. Seller's failure to deliver timely
Seller's Title Notice to Buyer, or failure to address any Title Objection in any
such notice, shall constitute Seller's election not to cure such Title
Objection. Notwithstanding the foregoing, Seller agrees to remove as exceptions
to title to the Property (i) all mortgages and deeds of trust executed by Seller
and recorded against the Property and any other voluntary monetary liens placed
on record against the Property by Seller, (ii) all delinquent property taxes (if
any) as of the Closing, and (iii) any mechanic's or materialmen's liens of
record or any other involuntary monetary liens of record which are caused by
Seller, provided, however, that Seller shall not be obligated to expend more
than $10,000 in the aggregate to bond over or otherwise insure over such
involuntary liens.

                                        4


                  4.3.2   If Seller elects or is deemed to have elected not to
cause any Title Objections to be removed or insured against prior to or at the
Closing, Buyer may elect by notice to Seller within one (1) business day after
Seller's Cure Notice Date to terminate this Agreement, in which event the
Deposit shall immediately be returned to Buyer and, thereafter, the parties
shall have no further rights or obligations hereunder except for obligations
which expressly survive the termination of the Agreement. Buyer's failure to
give such notice of termination on or before such date shall constitute Buyer's
waiver of any Title Objections which Seller is unwilling to cure, in which event
such Title Objections shall be deemed "Permitted Exceptions" and the Closing
shall occur as herein provided without any reduction of or credit against the
Purchase Price.

          4.4     ACCESS TO THE PROJECT.

                  4.4.1   Seller hereby grants to Buyer and its agents
designated in writing to Seller ("BUYER'S AGENTS") a nonexclusive license to
enter onto the Project for the purpose of conducting an inspection of the
Project in connection with Buyer's due diligence activities. In exercising such
license, Buyer and Buyer's Agents shall not interfere with tenants of the
Project or with the normal conduct by Seller and its managers of their business
at the Project. Any such inspection shall be at the sole cost of Buyer and shall
be on the terms set forth in this SECTION 4.4.

                  4.4.2   At least forty-eight (48) hours prior to its entry
onto the Project, Buyer shall: (a) deliver to Seller written notice of its
intention to enter the Project and the proposed date, time and purpose of such
entry (Buyer may enter only on the dates and at the times contained in such
notices, and Seller shall have the right to have one or more of its agents or
representatives accompany Buyer and Buyer's agents at all times while Buyer or
Buyer's Agents are on the Project); and (b) provide Seller with sufficient
evidence that Buyer and Buyer's Agents who are to enter upon the Project are
adequately covered by policies of insurance issued by a carrier reasonably
acceptable to Seller insuring Buyer and Seller against any and all liability
arising out of Buyer's or Buyer's Agents' entry upon and inspection of the
Project, including, without limitation, any loss or damage to the Property, with
coverage in the amount of not less than One Million Dollars ($1,000,000) per
occurrence. Buyer shall at its expense comply with all applicable federal, state
and local laws, statutes, rules, regulations, ordinances or policies in
conducting any inspection of the Project.

                  4.4.3   Buyer agrees to keep the Property free from any liens
arising out of any work performed, materials furnished or obligations incurred
by or on behalf of Buyer or Buyer's Agents with respect to any Inspection of the
Property. If any such lien at any time shall be filed, Buyer shall cause the
same to be discharged of record within twenty (20) days thereafter by satisfying
the same or, if Buyer in its discretion and in good faith determines that such
lien should be contested, by recording a bond which causes the lien to be on the
bond rather than on the Property. The provisions of this SECTION 4.4.3 shall
survive any termination of this Agreement.

                  4.4.4   If Buyer or Buyer's Agents wish to perform any
inspection which involves the removal or disturbance of any physical aspect of
the Project (such as environmental testing) (any such testing being referred to
herein as "Invasive Testing"), Buyer

                                        5


shall deliver a written notice (an "Invasive Testing Proposal") to Seller which
shall include (1) a reasonably detailed description of the scope of Buyer's
proposed Invasive Testing (including procedures and locations), (2) the name,
address and phone number of the environmental consultant and the laboratories to
be used in connection with such procedures, (3) evidence of liability insurance
maintained by such consultant, and (4) such other information as may be
reasonably requested by Seller regarding the nature and scope of the testing.
Buyer shall not undertake any Invasive Testing without first obtaining Seller's
express written approval of an Invasive Testing Proposal, which approval may be
given or withheld in Seller's sole and absolute discretion, and shall conduct
any Invasive Testing only as set out in the Invasive Testing Proposal.

                  4.4.5   Buyer hereby agrees to indemnify, defend and hold
harmless Seller and its officers, directors, members, employees, contractors,
agents, partners, affiliates, successors and assigns (collectively, the
"INDEMNITEES") from and against any and all claims, demands, causes of action,
suits, sums paid in settlement of any of the foregoing, judgments, losses,
damages, injuries, liabilities, penalties, enforcement actions, fines, taxes,
liens, encumbrances, costs or expenses (including, without limitation,
reasonable attorneys' fees) (collectively, "CLAIMS") arising from or relating to
the inspection, physical testing or activities conducted on the Project by Buyer
or Buyer's Agents. The provisions of this SECTION 4.4.5 shall survive the
Closing or any termination of this Agreement.

                  4.4.6   Buyer shall at its expense clean up and repair any
damage to the Project caused by Buyer or Buyer's Agents, in whatever manner
necessary, after Buyer's or Buyer's Agents' entry thereon so that the Project
shall be returned to the same condition that existed prior to Buyer's or Buyer's
Agents' entry thereon. The provisions of this SECTION 4.4.6 shall survive any
termination of this Agreement.

                  4.4.7   Any and all reports and data that Buyer and/or Buyer's
Agents discover, commission or generate in connection with or resulting from
their due diligence activities on the Project (collectively, the "INFORMATION")
shall be deemed confidential, and Buyer agrees that prior to the Closing and
without the prior written consent of Seller, which consent may be withheld in
Seller's sole and absolute discretion, Buyer will: (a) keep the Information
confidential, unless such Information is in the public domain or is required to
be disclosed by applicable law or judicial process, (b) use the Information only
in connection with Buyer's evaluation of the Property; and (c) use reasonable
efforts to safeguard the Information from unauthorized disclosure; and (d) not
disclose to any person (1) that the Information has been made available to
Buyer, (2) that Buyer has inspected any portion of the Property, (3) that
discussions with respect to the sale of the Property are taking place, or (4)
any other facts with respect to such discussions, including the status thereof.
Buyer shall indemnify the Seller from and against any and all Claims resulting
from, arising out of or in connection with Buyer's breach of its obligations
under this SECTION 4.4.7. The provisions of this SECTION 4.4.7 shall survive any
termination of this Agreement.

          4.5     CONTINGENCY DATE; BUYER'S RIGHT TO TERMINATE. Buyer shall have
the right to terminate this Agreement by notifying Seller of such termination at
any time before 5:00 p.m. Pacific Time on the Contingency Date. Buyer shall send
a copy of its notice, if any, to Escrow Holder. If Buyer terminates this
Agreement pursuant to this SECTION 4.5, this Agreement shall

                                        6


automatically terminate, the Initial Deposit shall immediately be paid to Seller
as consideration for entering into this Agreement (less one half of the Escrow
termination and title costs) and Buyer shall be entitled to the immediate return
of the Additional Deposit (less one half of the Escrow termination and title
costs), Escrow Holder shall return to the parties, respectively, the documents
they have deposited into Escrow and the parties shall have no further liability
to one another arising from this Agreement, except that the provisions of the
following Sections of this Agreement shall survive such termination and be
enforceable by the parties after termination: namely, SECTIONS 4.4.3, 4.4.5
through 4.4.7, 5.3.4 through 5.3.6, 8.3, 9.4, 10.16, 10.17 and 10.21. Nothing
contained in the preceding sentence shall entitle Seller to receive the Initial
Deposit if Buyer would otherwise be entitled to receive the Initial Deposit
pursuant to the express terms of SECTIONS 2.2.1, 4.3.2, 5.2.9, 6.1, 6.2.2 or 9.3
hereof. If Buyer does not so terminate this Agreement, it shall be deemed to
have approved its due diligence investigation of the Property, including without
limitation all zoning, all laws, ordinances and regulations pertaining to the
Project and all geological and environmental matters pertaining to the Property.

              ARTICLE 5. REPRESENTATIONS, WARRANTIES AND COVENANTS

          5.1     SELLER'S KNOWLEDGE. All of Seller's representations made below
which are limited to Seller's knowledge are made to the present, actual
knowledge of Seller. As used herein, the present, actual knowledge of Seller is
limited solely to matters actually within the current, actual knowledge with no
duty of due diligence or inquiry of Mike Erb, the senior vice president
responsible for the Property. and Rajiv Parikh. Such person has not undertaken
or inquired into (having no duty to undertake or to inquire into) any
independent investigation or verification of the matters set forth in any
representation or warranty, including without limitation an investigation or
review of any documents, certificates, agreements or information that may be in,
or may hereafter come into, the possession of Seller or any entity affiliated in
any manner with Seller. Buyer acknowledges that the individual named above is
named solely for the purpose of defining and narrowing the scope of Seller's
knowledge and not for the purpose of imposing any liability on or creating any
duties running from such individual to Buyer. Buyer covenants that it will bring
no action of any kind against such individual related to or arising out of these
representations and warranties.

          5.2     SELLER'S REPRESENTATIONS AND WARRANTIES. Seller represents and
warrants the following to Buyer as of the date hereof.

                  5.2.1   DUE FORMATION AND AUTHORIZATION. Seller is duly
organized and validly existing under the laws of the state of its formation and
has all requisite power, authority and legal right to execute, deliver and
perform the terms of this Agreement. This Agreement constitutes valid and
legally binding obligations of Seller enforceable in accordance with their
respective terms.

                  5.2.2   CONSENT. No consent, approval or authorization by any
individual or entity or any court, administrative agency or other governmental
authority is required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated by this Agreement
by Seller other than those consents, approvals and authorizations which shall be
obtained by Seller prior to Closing. The consummation of the transactions
contemplated by this Agreement will not result in a breach of,

                                        7


or constitute a default under, any mortgage, deed of trust, bank loan, credit
agreement or other instrument to which Seller is a party or by which Seller may
be bound or affected.

                  5.2.3   SCHEDULE OF LEASES. Attached as EXHIBIT E is a
complete and accurate schedule (the "SCHEDULE OF LEASES") of all leases and
other rental agreements affecting the Project to which Seller is a party or by
which it is bound as of the date hereof (the "LEASES"). True and complete copies
of all Leases have been delivered or made available to Buyer. Seller has not
given or received any notice of default under the Leases which has not been
cured.

                  5.2.4   SERVICE CONTRACTS. Attached as EXHIBIT F is a list of
certain management, maintenance and service agreements pertaining to the Project
(the "SERVICE CONTRACTS"). Seller has delivered to Buyer copies of all the
Service Contracts.

                  5.2.5   LITIGATION. Seller has not received written notice of
any pending (or Seller's knowledge, threatened) lawsuits affecting all or any
material portion of Seller's interest in the Property, including, but not
limited to, judicial, municipal or administrative proceedings in eminent domain,
except as previously disclosed to Buyer in writing.

                  5.2.6   COMPLIANCE WITH LAWS. Seller has not received any
written notice from any governmental authority to the effect that the Property
is not in compliance with applicable laws in any material respect, which
noncompliance has not been remedied.

                  5.2.7   EMINENT DOMAIN. There are no pending, and Seller has
not received any written notice of any threatened, condemnation or eminent
domain proceedings affecting the Property or any portion thereof.

                  5.2.8   OFF RECORD AGREEMENTS. To Seller's knowledge, there
are no off-record development, public financing or public improvement agreements
affecting the Property, except as previously disclosed in writing to Buyer.

                  5.2.9   INCORRECT REPRESENTATION OR WARRANTY. If Buyer obtains
knowledge that any representation or warranty of Seller herein is incorrect in
any material respect, Buyer shall promptly notify Seller. Upon receiving such
notification, Seller shall have the right take such action as shall be necessary
in order to render correct the representation or warranty which was incorrect
(except in the case of an intentional misrepresentation which shall be a default
of Seller pursuant to the terms of this Agreement). If Seller fails to notify
Buyer within ten (10) days after receiving Buyer's notice that Seller intends to
take such action, then Buyer's sole remedy, assuming that Buyer was correct in
stating that Seller's representation or warranty was materially incorrect, shall
be to terminate this Agreement by notice to Seller given within five (5) days
after the expiration of such ten (10) day period, in which case Buyer shall be
entitled to the immediate return of the Deposit; otherwise, Buyer shall be
deemed to have waived any right to terminate this Agreement or to recover from
Seller on account of such incorrectness. If Buyer obtains knowledge prior to the
Closing that any representation or warranty of Seller herein is incorrect in any
material respect but does not notify Seller as provided above, Buyer will be
deemed to have forever waived any right to recover from Seller on account of
such incorrectness.

                                        8


          5.3     BUYER'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Buyer's
knowledge, for the purposes of this SECTION 5.3, shall be limited to the actual
knowledge of Louis Quilici. Buyer hereby covenants and agrees with Seller as
follows and represents and warrants the following to Seller, which
representations and warranties are true and correct in all material respects as
of the Effective Date and as of the Closing.

                  5.3.1   DUE FORMATION AND AUTHORIZATION. Buyer is duly
organized and validly existing under the laws of the state of its formation and
has all requisite power, authority and legal right to execute, deliver and
perform the terms of this Agreement. This Agreement constitutes valid and
legally binding obligations of Buyer enforceable in accordance with their
respective terms.

                  5.3.2   AUTHORITY. Buyer has the power and authority to enter
into this Agreement, to own the Property and to consummate the transactions
contemplated by this Agreement. This Agreement and all instruments, documents
and agreements to be executed by Buyer in connection herewith are, or when
delivered shall be, duly authorized, executed and delivered by Buyer and are
valid, binding and enforceable obligations of Buyer. Each individual executing
this Agreement on behalf of Buyer represents and warrants to Seller that he or
she is duly authorized to do so.

                  5.3.3   CONSENT. No consent, approval or authorization by any
individual or entity or any court, administrative agency or other governmental
authority is required in connection with the execution and delivery of this
Agreement or the consummation of the transactions contemplated by this Agreement
by Buyer. The consummation of the transactions contemplated by this Agreement
will not result in a breach of, or constitute a default under, any mortgage,
deed of trust, bank loan, credit agreement or other instrument to which Buyer is
a party or by which Buyer may be bound or affected.

                  5.3.4   "AS-IS" SALE. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, BUYER ACKNOWLEDGES AND AGREES THAT BUYER IS PURCHASING THE PROPERTY
IN AN "AS-IS" CONDITION "WITH ALL FAULTS" AND WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EITHER EXPRESSED OR IMPLIED, OF ANY NATURE
WHATSOEVER FROM OR ON BEHALF OF SELLER, INCLUDING WITHOUT LIMITATION, THOSE OF
FITNESS FOR A PARTICULAR PURPOSE AND USE.

Buyer acknowledges that (1) Buyer has had and/or will have, pursuant to this
Agreement, an adequate opportunity to make such legal, factual and other
inquiries and investigation as Buyer deems necessary, desirable or appropriate
with respect to the Property, and (2) except as otherwise expressly set forth in
this Agreement, neither Seller, nor anyone acting for or on behalf of Seller,
has made any representation, warranty, promise or statement, express or implied,
to Buyer, or to anyone acting for or on behalf of Buyer, concerning the Property
or the condition, use or development thereof. Buyer represents that, in entering
into this Agreement, Buyer has not relied on any representation, warranty,
promise or statement, express or implied, of Seller, or anyone acting for or on
behalf of Seller, other than as expressly set forth in this Agreement, and that
Buyer shall purchase the Property based upon Buyer's own prior investigation and
examination of the Property. If Buyer elects not to inspect the Property or to
terminate this

                                        9


Agreement on or before the Contingency Date, such election will be made at
Buyer's sole discretion, in reliance solely upon the tests, analyses,
inspections and investigations that Buyer makes, or had the right to make and
opted not, or otherwise failed, to make, and not in reliance upon any alleged
representation made by or on behalf of Seller. The provisions of this SECTION
5.3.4 shall survive indefinitely any Closing or termination of this Agreement
and shall not be merged into the Closing documents.

                  5.3.5   HAZARDOUS MATERIALS WAIVER. Buyer, on behalf of
itself, its successors and assigns, hereby releases the Indemnitees from and
against any and all Claims known or unknown, arising out of related in any way
to the presence, misuse, use, disposal, release or threatened release of any
Hazardous Materials at the Project and any liability or Claim related to the
Project arising under the Comprehensive Environmental Response, Compensation,
and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of
1986, the Resource Conservation and Recovery Act, and the Toxic Substance
Control Act, all as amended, or any other state, local, or federal environmental
law, rule or regulation. The foregoing release shall not be deemed to obligate
Buyer to indemnify Seller for any claims against Seller by any governmental
agency or any third party which is not a successor or assign of Purchaser. Buyer
acknowledges that unknown and unsuspected Hazardous Materials may hereafter be
discovered on or about the Project, and Buyer knowingly releases Seller from any
and all liability related thereto. The provisions of this SECTION 5.3.5 shall
survive indefinitely any Closing or termination of this Agreement and shall not
be merged into the Closing documents.

     "HAZARDOUS MATERIALS" means any chemical, substance, material, controlled
substance, object, condition, waste, living organisms or combination thereof
which is or may be hazardous to human health or safety or to the environment due
to its radioactivity, ignitability, corrosiveness, reactivity, explosivity,
toxicity, carcinogenicity, mutagenicity, phytotoxicity, infectiousness or other
harmful or potentially harmful properties or effects, including, without
limitation, petroleum hydrocarbons and petroleum products, lead, asbestos,
radon, polychlorinated biphenyls (PCBs) and all of those chemicals, substances,
materials, controlled substances, objects, conditions, wastes, living organisms
or combinations thereof which are now or become in the future listed, defined or
regulated in any manner by any federal, state or local law based upon, directly
or indirectly, such properties or effects.

                  5.3.6   MATERIAL DEFECTS. Buyer, on behalf of itself, its
successors and assigns, hereby releases the Indemnitees from and against any and
all Claims known or unknown, arising out of, or related in any way to the
condition of the Project, the condition of the structure of the Improvements or
any equipment, systems and appliances related thereto (including any heating,
ventilation, plumbing, electrical and air conditioning systems, wiring,
telecommunications systems, paving, roofing and other such aspects of the
Project, including without limitation any liability of Indemnitees for latent
defects or for claims under Section 337.15 of the California Code of Civil
Procedure) the valuation, salability or utility of the Property, or its
suitability for any purpose whatsoever. Without limitation on the foregoing,
Buyer acknowledges that it will be responsible for the replacement of the
existing stairway and second floor deck directly above the space leased to
Noonan's at the Property. The provisions of this SECTION 5.3.6 shall survive
indefinitely any Closing or termination of this Agreement and shall not be
merged into the Closing documents.

                                       10


                  5.3.7   SECTION 1542 WAIVER. Insofar as the foregoing releases
are concerned, Buyer hereby waives any and all rights and benefits which it now
has, or in the future may have, by virtue of the provisions of Section 1542 of
the California Civil Code, which provides:

          A general release does not extend to claims which the creditor does
          not know or suspect to exist in his favor at the time of executing the
          release, which if known by him must have materially affected his
          settlement with the debtor.

          Buyer acknowledges that it has consulted legal counsel of its choosing
with respect to the foregoing release and California Civil Code Section 1542 and
further acknowledges that the provisions of SECTIONS 5.3.4, 5.3.5 and 5.3.6 have
been fully negotiated and agreed upon in light thereof.

                  /s/ [ILLEGIBLE]         /s/ [ILLEGIBLE]
                  -----------------       ----------------
                  Seller's Initials       Buyer's Initials

          5.4     SELLER'S COVENANTS.

                  5.4.1   ESTOPPEL CERTIFICATES. Seller shall use commercially
reasonable efforts to deliver to Buyer on or before the date that is ten (10)
days prior to the Closing Date an estoppel certificate in the form of EXHIBIT H
("TENANT ESTOPPEL") executed by each tenant listed in the Schedule of Leases.

                  5.4.2   LEASE AMENDMENTS. Between the date hereof and the
Closing, Seller shall not, without first obtaining Buyer's prior written
consent, enter into any new lease affecting the Project or any modification to
any Lease. Buyer shall not unreasonably withhold its consent and shall be deemed
to have consented to any proposed lease or lease modification if it neither
approves nor rejects the same within five (5) business days of receipt of
Seller's written request for same, if the request includes a copy of the
proposed lease or modification. Upon Buyer's approval or deemed approval, Seller
shall be entitled to enter into such lease or lease modification, and at the
Closing, Buyer shall (1) credit Seller through Escrow with all amounts Seller
has paid by way of leasing commissions and tenant improvements related to such
leases or amendments and (2) assume in a manner acceptable to Seller any
liability of Seller for leasing commissions and tenant improvements payable
after the Closing relating thereto and disclosed in Seller's request for
approval. Notwithstanding the foregoing, Seller may, without Buyer's consent,
enter into a lease for space at the Property with E&O Trading Company on
substantially the same terms shown on EXHIBIT O and otherwise consistent in all
material respects with Seller's standard lease form (a copy of which was
provided to Buyer as part of the Due Diligence Materials).

                  5.4.3   SERVICE CONTRACTS. At Buyer's election, made on or
before the Contingency Date by written notice to Seller, Seller shall cause any
Service Contracts which are not terminable upon thirty (30) or fewer days notice
to be terminated upon the Closing at Seller's expense (any such Service
Contracts which Buyer shall have so elected to be terminated being referred to
herein as "SELLER CONTRACTS"). Following the Contingency Date until the Closing

                                       11


Date, upon Buyer's election made by delivering written notice to Seller, Seller
shall use commercially reasonable efforts to cause any other Service Contracts
identified by Buyer to be terminated upon the Closing or as soon as possible
thereafter, provided that Seller shall not be required to pay any termination
fees or other penalties in connection with such termination. Seller shall, to
the extent assignable, assign its interest in any Service Contracts which will
survive the Closing (other than any Seller Contracts) to Buyer at Closing and
Buyer shall assume Seller's obligations thereunder. Without Buyer's prior
written consent, which consent shall not be unreasonably withheld, between the
Effective Date and the Closing Date, Seller shall not amend any of the Service
Contracts (other than any Seller Contracts) in any material way or become a
party to any new Service Contract unless any such contract is terminable without
penalty on or before the Closing Date.

                  5.4.4   OPERATION AND MAINTENANCE. Between the Effective Date
and the Closing Date, Seller shall (1) generally operate the Project in the same
manner in which Seller operated the Project prior to the Effective Date (such
operation obligations not including capital expenditures or expenditures not
incurred in the ordinary course of business) and (2) maintain the Project in its
present order and condition, and deliver the Project on the Closing Date in
substantially the same condition it is in on the Contingency Date, reasonable
wear and tear excepted and subject to SECTION 6.1 and 6.2.

                  5.4.5   INSURANCE. Until the Closing, Seller shall keep the
Property insured against fire, vandalism and other loss, damage and destruction
to the same extent as it has customarily insured the same. Seller's insurance
policies shall not be assigned to Buyer at the Closing, and Buyer shall be
obligated to obtain its own insurance coverage from and after the Closing.

                  5.4.6   ACORD CERTIFICATES. Seller shall use commercially
reasonable efforts to deliver to Buyer at Closing an ACORD Form 25 (liability)
Certificate of Insurance and an ACORD Form 27 (property) Evidence of Insurance
with respect to any insurance required under the Leases, naming Buyer as an
insured and Buyer's lender (if any) as mortgagee, as their interests appear.

                  ARTICLE 6. CONDEMNATION; DAMAGE, DESTRUCTION

          6.1     CONDEMNATION. In the event that all or any substantial portion
of the Project shall be taken in condemnation or under the right of eminent
domain prior to the Closing Date, Seller shall promptly notify Buyer thereof.
Within five (5) business days after receipt of the foregoing notice, Buyer shall
notify Seller and Escrow Holder, electing either: (a) to proceed with this
transaction and Closing in accordance with this Agreement notwithstanding such
condemnation; or (b) to terminate this Agreement. If less than a substantial
portion of the Project shall be taken or if Buyer elects to proceed with this
transaction pursuant to CLAUSE (a) above, there shall be no reduction in the
Purchase Price and Seller shall (x) deliver to Buyer at the Closing, or as soon
thereafter as available, any proceeds actually received by Seller attributable
to the Property from such condemnation or eminent domain proceeding, and (y)
transfer and assign to Buyer at Closing any and all rights Seller may have with
respect to payments by or from and with respect to recovery against any party
for damages or compensation relating to the Property on account of such
condemnation or eminent domain

                                       12


proceeding. A failure by Buyer to notify Seller in writing within five (5)
business days after receiving written notice of such taking shall be deemed an
election to proceed under CLAUSE (a) in this subsection. If Buyer elects (or is
deemed to elect) to proceed under CLAUSE (a) in this subsection, Seller shall
not compromise, settle or adjust any claims to such award without Buyer's prior
written consent. For purposes of this provision, a "substantial portion" of the
Project shall be deemed to include (1) any taking of any portion of the office
building on the Land or the Land underlying the office building, or (2) any
taking of such number of parking spaces as would leave the Project in violation
of any zoning ordinance, lease, reciprocal easement agreement or declaration of
covenants, conditions and restrictions affecting the Project, or (3) any taking
which gives rise to a right on behalf of any tenant under a Lease to terminate
its Lease (and such right has not been previously waived or deemed waived by the
tenant), or (4) any taking which materially alters the means of vehicular access
to the Project. In the event Buyer notifies Seller in timely fashion of its
election to terminate this Agreement pursuant to CLAUSE (b) above, this
Agreement shall terminate, the Deposit shall immediately be returned to Buyer
and neither party shall have any further rights or obligations hereunder, except
those rights or obligations which expressly survive termination.

          6.2     DAMAGE OR DESTRUCTION. In the event of any damage to or
destruction of the Property prior to the Closing:

                  6.2.1   If such damage or destruction is covered by Seller's
insurance, and the cost to repair or replace such damage or destruction is less
than or equal to Seven Hundred Fifty Thousand Dollars ($750,000), and such
damage or destruction can with reasonable efforts be repaired within one hundred
twenty (120) days of the date on which such damage occurs, Seller shall have no
obligation to repair such damage or destruction, and the Closing nevertheless
shall occur as otherwise provided for in this Agreement, except that Seller
shall, at Seller's option, either (A) perform any necessary repairs, or (B)
assign to Buyer upon the Closing all insurance proceeds paid or payable to
Seller in connection with such occurrences, exclusive of any proceeds of
business interruption or rent continuation insurance paid to Seller prior to
Closing, in which event Buyer shall receive a credit against the Purchase Price
equal to the amount of any deductible under Seller's insurance applicable to
such occurrences. If Seller elects to perform repairs to the Property, Seller
shall use reasonable efforts to promptly complete such repairs, and the Closing
Date shall be extended for a reasonable time to allow for the completion of such
repairs.

                  6.2.2   If (A) such damage or destruction is not covered by
Seller's insurance, or (B) the cost to repair or replace such damage or
destruction exceeds Seven Hundred Fifty Thousand Dollars ($750,000), or (C) such
damage or destruction cannot with reasonable efforts be repaired within one
hundred and twenty (120) days of the date on which such damage occurs, or (D)
any tenant under a Lease has the right as the result of such damage or
destruction to terminate its Lease (and such right has not been previously
waived or deemed waived by the tenant), then Seller shall promptly notify Buyer
and, within five (5) business days after receipt of such notice, Buyer shall
deliver written notice to Seller and Escrow Holder, electing either: (x) to
proceed with this transaction and Closing in accordance with this Agreement
notwithstanding such damage or destruction, in which event Seller will have no
obligation to repair such damage or destruction, and the Closing shall occur as
otherwise provided in this Agreement; in such case, Seller shall assign to Buyer
upon the Closing all insurance proceeds

                                       13


paid or payable to Seller in connection with such occurrences to the extent
Buyer is not entitled to reimbursement of the same pursuant to the Leases, other
than proceeds expended prior to Closing in restoration and repair undertaken by
Seller in its sole discretion and any proceeds of business interruption or rent
continuation insurance paid to Seller prior to Closing, and Buyer shall receive
a credit against the Purchase Price equal to the amount of any deductible under
Seller's insurance applicable to such occurrences to the extent Buyer is not
entitled to reimbursement of the same pursuant to the Leases; or (y) to
terminate this Agreement, in which case this Agreement shall terminate, the
Deposit shall immediately be returned to Buyer and neither party shall have any
further rights or obligations hereunder except those rights or obligations which
expressly survive termination. Buyer's failure to deliver either of such notices
to Seller and Escrow Holder within such five (5) business day period shall
constitute Buyer's election to proceed to Closing under CLAUSE (x) above.

                        ARTICLE 7. CONDITIONS TO CLOSING

          7.1     SELLER'S CONDITIONS TO CLOSING. Seller's obligation to close
the transactions contemplated by this Agreement is conditioned on all of the
following any or all of which may be waived by Seller in writing, at its sole
option:

                  7.1.1   All representations and warranties made by Buyer in
this Agreement shall be true and correct in all material respects on and as of
the Closing Date, as if made on and as of such date; and

                  7.1.2   Buyer shall have delivered the funds required
hereunder, including the balance of the Purchase Price, and all of the documents
required to be executed by Buyer and shall have performed in all material
respects all of its other obligations hereunder required to be performed by the
Closing Date, and complied with all conditions, required by this Agreement to be
performed or complied with by Buyer at or prior to the Closing.

          7.2     BUYER'S CONDITIONS TO CLOSING. Buyer's obligation to close the
transactions contemplated by this Agreement is conditioned on all of the
following, any or all of which may be waived by Buyer in writing, at its sole
option:

                  7.2.1   All representations and warranties made by Seller in
this Agreement shall be true and correct in all material respects on and as of
the Closing Date, as if made on and as of such date, subject to any updates to
the representations made in SECTION 5.2.3 and 5.2.5 of which Seller notifies
Buyer after the Effective Date and which occur after the Effective Date;

                  7.2.2   Seller shall have delivered all of the documents
required to be delivered by Seller pursuant to Section 8.1.1 hereof and shall
have performed in all material respects all of its other obligations, hereunder
required to be performed by the Closing Date and complied with all conditions,
required by this Agreement to be performed or complied with by Seller at or
prior to the Closing; and

                  7.2.3   The Title Company shall be prepared to issue its CLTA
Owner's Policy of Title Insurance with liability in the amount of the Purchase
Price, showing title vested in Buyer and subject only to the Permitted
Exceptions (the "OWNER'S POLICY"). At its

                                       14


option, Buyer may obtain an ALTA Owner's Policy of Title Insurance and/or
endorsements to the Owner's Policy, but the Closing shall be conditioned only on
the Title Company being prepared to issue the Owner's Policy.

                  7.2.4   Seller shall have obtained and delivered to Buyer an
Estoppel Certificate from (A) each of the following tenants at the Property
(each, a "MAJOR TENANT"): Bed Bath & Beyond; 24 Hour Fitness; Marin Brewing;
Noonan's; AAA; Yoga Studio; Oliver Allen; Determined Productions; Asher Clinic
and Fidelity, and (B) Tenants (including Major Tenants) occupying, in the
aggregate, eighty percent (80%) of the total square footage occupied by all
Tenants at the Property. Each Estoppel Certificate shall be substantially in the
form of EXHIBIT H attached hereto (the "APPROVED ESTOPPEL FORM"). Buyer shall
have the right to object, in its reasonable discretion, to any material
deviations from the Approved Estoppel Form contained in any Estoppel Certificate
by delivering written notice to Seller setting forth with specificity each of
Buyer's objections to such Estoppel Certificate ("BUYER'S ESTOPPEL OBJECTIONS").
If Buyer shall not have delivered such notice within two (2) business days of
Buyer's receipt of any executed or draft Estoppel Certificate, Buyer shall be
deemed to have approved such Estoppel Certificate. Seller shall have the right
to re-submit to Buyer revised copies of any Estoppel Certificate to which Buyer
shall have objected. Any Estoppel Certificate objected to by Buyer in accordance
with this SECTION 7.2.4 shall not be counted toward the estoppel threshold set
forth in the first sentence of this SECTION 7.2.4 until such time, if any, as
such Estoppel Certificate shall have been (x) revised to contain no material
deviations from the Approved Estoppel form, or (y) been approved or deemed
approved by Buyer in accordance with this SECTION 7.2.4.

                               ARTICLE 8. CLOSING

          8.1     DEPOSITS INTO ESCROW.

                  8.1.1   BY SELLER. At least one (1) business day prior to the
Closing Date, Seller shall deposit into Escrow:

                          (a)   A deed in the form of EXHIBIT J with respect to
the Project, in recordable form (the "GRANT DEED");

                          (b)   Two (2) original counterparts of a Bill of Sale
in the form of EXHIBIT K, duly executed by Seller, with respect to the Tangible
Personal Property, if any (the "BILL OF SALE");

                          (c)   Two (2) original counterparts of an Assignment
and Assumption Agreement in the form of EXHIBIT L attached hereto, duly executed
by Seller, with respect to the Leases and the Service Contracts (other than any
Seller Contracts) (the "ASSIGNMENT AND ASSUMPTION AGREEMENT");

                          (d)   Two (2) original counterparts of a General
Assignment in the form of EXHIBIT M, duly executed by Seller, with respect to
any warranties, guaranties and indemnities relating to the Property (the
"GENERAL ASSIGNMENT");

                                       15


                          (e)   An affidavit or qualifying statement which
satisfies the requirements of Section 1445 of the Internal Revenue Code of 1986,
as amended, and the regulations thereunder (the "NON-FOREIGN Affidavit");

                          (f)   A  "Withholding Exemption Certificate, Form
593-W," pursuant to California Revenue and Taxation Code Sections 18805 and
26131 or its equivalent stating either the amount of withholding required from
Seller's proceeds or that Seller is exempt from such withholding requirement
(the "WITHHOLDING EXEMPTION Certificate"); and

                          (g)   An Owner's Statement in the form of Exhibit N
and such documents of Seller which authorize the sale of the Property to Buyer
as are reasonably required by the Title Company.

                  8.1.2   BY BUYER. At least one (1) business day prior to the
Closing Date, Buyer shall deposit into Escrow:

                          (a)   The balance of the Purchase Price as and when
required by SECTION 2.2.2;

                          (b)   Two (2) original counterparts of the Bill of
Sale duly executed by Buyer;

                          (c)   Two (2) original counterparts of the Assignment
and Assumption Agreement duly executed by Buyer;

                          (d)   Two (2) original counterparts of the General
Assignment duly executed by Buyer; and

                          (e)   Such documents as are necessary to fully
authorize the purchase of the Property by Buyer as are reasonably required by
the Title Company.

                  8.1.3   OTHER DOCUMENTS. Seller and Buyer shall each deposit
such other instruments and funds as are reasonably required by Escrow Holder or
otherwise required to close Escrow and consummate the sale of the Property in
accordance with the terms of this Agreement.

          8.2     CLOSING COSTS.

                  8.2.1   SELLER'S COSTS. Seller shall bear, and Escrow Holder
shall deduct from sums otherwise payable to Seller hereunder, (a) all sales and
use taxes, if any, which Seller advises Escrow Holder are required in connection
with the transfer of the Property to Buyer, (b) any county documentary transfer
taxes and any local documentary transfer taxes payable in connection with the
transfer of the Property to Buyer, (c) the cost of the CLTA portion of the
premium for the Owner's Policy obtained by Buyer, and (d) any additional costs
and charges customarily charged to sellers in accordance with common escrow
practices in the jurisdiction in which the Project is located.

                                       16


                  8.2.2   BUYER'S COSTS. Buyer shall deposit with Escrow Holder
for disbursement by Escrow Holder (a) Escrow Holder's fee and the recording fees
required in connection with the transfer of the Property to Buyer, (b) the cost
of the ALTA portion of the premium for the Owner's Policy obtained by Buyer, if
any, and the costs associated with any endorsements to the Owner's Policy and
all other title charges, (c) the costs of any due diligence investigation
conducted by or for the benefit of Buyer, including any engineering, structural
or environmental reports obtained by or on behalf of Buyer pursuant to this
Agreement, and (d) any additional charges customarily charged to buyers in
accordance with common escrow practices in the jurisdiction in which the Project
is located.

          8.3     PRORATIONS. The following shall be prorated and adjusted
between Seller and Buyer as of the Closing Date, except as otherwise specified.

                  8.3.1   TAXES AND ASSESSMENTS. All real estate, personal
property and ad valorem taxes, assessments and bonds payable with respect to the
Property shall be prorated between Seller and Buyer as of the Closing Date for
the year in which the Closing is held on the basis of the statements for such
amounts for such year. If statements for the current year are not available as
of the Closing Date, the proration between Seller and Buyer shall be made on the
basis of the amounts due for the immediately prior year and shall be subject to
adjustment in cash after the Closing outside of escrow within sixty (60) days
after the bills for the applicable period are received. If any tax assessment
for the current or prior year is under protest, the closing tax proration shall
be re-prorated between Buyer and Seller at such time as there is a final
determination on such protest.

                  8.3.2   INCOME AND EXPENSES. Income from the Property other
than Rents (as defined below), and ordinary operating expenses incurred by
Seller with respect to the Property, shall be prorated between Seller and Buyer
as of the Closing Date. Seller shall be entitled to such income and responsible
for such expenses through the day prior to the Closing Date and Buyer entitled
to such income and responsible for such expenses for the Closing Date and
thereafter. Such expenses include, without limitation, utility charges, the cost
of Service Contracts assigned at Closing to Buyer, and sewer, janitorial,
cleaning and maintenance costs. Any income or expense which cannot be
ascertained with certainty as of the Closing Date shall be prorated on the basis
of the parties' reasonable estimates of such amounts and shall be the subject of
a final proration as soon thereafter as the precise amounts can be ascertained,
but in no event later than sixty (60) days after the Closing. Seller and Buyer
shall each cooperate with the other diligently and promptly to correct any
errors in computations or estimates under this SECTION 8.3.2 and shall promptly
pay to the party entitled thereto any refund, credit or other payment necessary
to comply with this SECTION 8.3.2 on demand therefor.

                  8.3.3   RENTS. Rents under the Leases, including fixed rent,
additional rent and operating expense pass-throughs (collectively, "RENTS"),
shall be addressed in the manner set forth in this subsection. All prepaid Rents
for any period subsequent to the Closing Date shall be credited to Buyer at
Closing. All collected Rents for the month in which the Closing occurs shall be
prorated as of the Closing Date. All Rents which are due but uncollected as of
the Closing Date (the "DELINQUENT RENTS") shall not be prorated at Closing, but
shall be paid to the party entitled to receive such Delinquent Rents upon
receipt of same by either Seller or Buyer after Closing. Buyer agrees to use
good faith and commercially reasonable efforts to

                                       17


collect Delinquent Rents from each tenant remaining in possession of its space
under a Lease. Any and all amounts received by Buyer after the Closing Date from
any party owing Delinquent Rents shall be paid and applied as follows: first; to
Buyer's reasonable collection costs (including reasonable attorneys' fees)
incurred (after the Closing Date only); second, to Buyer for Rents due for the
then current month; third, to Buyer for due but unpaid Rents accruing after the
Closing Date, to be applied in the inverse of the order incurred (i.e., the most
recently incurred Rents paid first); fourth, to Delinquent Rents for the month
in which the Closing occurs (which sums shall, upon such collection, be prorated
between Seller and Buyer as though collected prior to Closing); and finally, to
Seller for Delinquent Rents for the period prior to the month of Closing. The
parties agree that they shall provide a final accounting and reconciliation of
all Delinquent Rents within 180 days after Closing. Buyer shall not have an
exclusive right to collect any sums due Seller from tenants under the Leases and
Seller hereby retains the right to pursue any tenant under the Leases for any
sums due Seller for periods attributable to Seller's ownership of the Property;
provided, however, Seller (i) shall be required to notify Buyer in writing of
Seller's intention to commence or pursue any legal proceedings, and (ii) shall
not be permitted to commence or pursue any legal proceedings against any tenant
at the Property seeking eviction of such tenant or the termination of the
underlying Lease.

                  8.3.4   SECURITY DEPOSITS. Buyer shall receive a credit for
all security deposits reflected as owing in the Leases. However, if any tenant
security deposit is in the form of a letter of credit, promissory note or
similar instrument, Seller shall use its best efforts to cause such letter of
credit, promissory note or other instrument to be assigned and transferred to
Buyer no later than sixty (60) days after the Closing, and there shall be no
credit against the Purchase Price at Closing with respect to any such tenant
security deposit.

                  8.3.5   SELLER'S INSURANCE. Seller may cancel its existing
polices of insurance relating to the Property as of the Closing Date, and Seller
shall be entitled to any refund of premiums prepaid thereon.

                  8.3.6   PRORATIONS STATEMENT. Seller and Buyer shall meet no
later than ten (10) days before the Closing Date to prepare a statement
containing all of the prorations of income and expenses required hereunder, and
shall prepare and deliver a final statement to Escrow Holder no later than two
(2) business days before the Closing. Each of Buyer and Seller shall act
reasonably and in good faith in preparing such statement, and Seller shall
provide the backup for the items in such statement as shall be reasonably
requested by Buyer.

                  8.3.7   SURVIVAL. The provisions of this SECTION 8.3 shall
survive the Closing.

          8.4     CLOSING OF ESCROW.

                  8.4.1   CLOSING. The close of escrow for the transaction
contemplated hereunder (the "CLOSING") shall take place on the Closing Date (as
defined on EXHIBIT C). In the event that the transaction contemplated by this
Agreement fails to close by the Closing Date (as may be extended pursuant to the
terms of this Agreement), this Agreement, and all of Buyer's rights with respect
to the acquisition of the Property, shall terminate, the parties shall have the

                                       18


rights and obligations as provided in ARTICLE 9, and Escrow Holder shall return
to the parties, respectively, the documents they have deposited into Escrow.

                  8.4.2   CLOSING AGENT. Escrow Holder shall comply with all
applicable federal, state and local reporting and withholding requirements
relating to the close of the transactions contemplated herein. Without limiting
the foregoing, pursuant to Section 6045 of the Internal Revenue Code, Escrow
Holder shall be designated the "closing agent" hereunder and shall be solely
responsible for complying with the Tax Reform Act of 1986 with regard to
reporting all settlement information to the Internal Revenue Service.

                  8.4.3   PROCEDURE. To Close the Escrow, Escrow Holder shall:

                          (a)   Cause the Grant Deed to be recorded and
thereafter mailed to Buyer, and deliver the Owner's Policy, Non-Foreign
Affidavit and a counterpart of each of the Bill of Sale, General Assignment and
Assignment and Assumption Agreement executed by Seller to Buyer; and

                          (b)   Deliver to Seller a counterpart of the Bill of
Sale, General Assignment, and Assignment and Assumption Agreement executed by
Buyer, and, by wire transfer of federal funds deliver to Seller the Purchase
Price, plus or minus any net debit or credit to Seller by reason of the
prorations and allocations of closing costs provided for in this Agreement.

          8.5     POSSESSION. Subject to all Leases and the Permitted
Exceptions, possession of the Property (including, without limitation, all keys
to the Property in Seller's possession) shall be delivered to Buyer upon
Closing.

                         ARTICLE 9. BREACH OF AGREEMENT.

          9.1     SELLER'S TERMINATION. Seller shall have the right to
terminate this Agreement and the Escrow upon notice to Buyer if any of the
following occurs: (1) Buyer commits a material breach of this Agreement; or (2)
any condition precedent to Seller's obligation to close contained in SECTION 7.1
has not been satisfied or waived by Seller in writing by the Closing Date.

          9.2     SELLER'S REMEDIES; LIQUIDATED DAMAGES. BUYER AND SELLER AGREE
THAT IN THE EVENT THIS TRANSACTION FAILS TO CLOSE BY REASON OF BUYER'S DEFAULT
OR THE FAILURE OF A CONDITION PRECEDENT TO SELLER'S OBLIGATION TO CLOSE SET
FORTH IN SECTION 7.2, THE DAMAGES TO SELLER WOULD BE EXTREMELY DIFFICULT AND
IMPRACTICABLE TO ASCERTAIN. IN SUCH EVENT, THE PARTIES AGREE THAT THE DEPOSIT IS
A REASONABLE ESTIMATE OF THE DAMAGES WHICH SELLER WILL INCUR AS A RESULT OF SUCH
DEFAULT. SAID AMOUNT SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES TO SELLER
FOR SUCH DEFAULT OF THIS AGREEMENT BY BUYER AND SELLER'S SOLE REMEDY THEREFOR.
HOWEVER, THIS SECTION SHALL NOT LIMIT SELLER'S RIGHTS TO RECEIVE REIMBURSEMENT
FOR ITS ATTORNEYS' FEES, NOR WAIVE OR AFFECT SELLER'S RIGHTS AND BUYER'S
INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS OF THIS AGREEMENT (WHICH ARE NOT
LIMITED BY

                                       19


THIS SECTION 9.2.) THE PARTIES ACKNOWLEDGE THAT THE PAYMENT OF SUCH LIQUIDATED
DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO
CONSTITUTE LIQUIDATED DAMAGES TO SELLER.

                  Initials of Buyer:                 Initials of Seller:

                  /s/ [ILLEGIBLE]                    /s/ [ILLEGIBLE]
                  --------------------               ---------------------

                  --------------------               ---------------------

          9.3     BUYER'S REMEDIES. In the event the purchase and sale of the
Property is not consummated because of a default by Seller, and provided that
Buyer is not in default hereunder, Buyer's sole and exclusive remedy shall be
either (a) to terminate this Agreement and receive an immediate return of the
Deposit, or (b) to seek specific performance of Seller's obligation to sell the
Property to Buyer. These remedies are mutually exclusive and Buyer must elect,
by notice to Seller and Escrow Holder, which of these remedies it wishes to
pursue no later than thirty (30) days after the date scheduled for the Closing
Date. If Buyer elects to terminate this Agreement pursuant to clause (a), Buyer
shall be entitled to seek damages caused by Seller's breach, which shall (i) be
limited to the actual, out-of-pocket third party costs incurred by Buyer in
connection with the transaction contemplated hereby, and (ii) in no event exceed
Seventy Five Thousand Dollars ($75,000). Seller shall have no liability to Buyer
under any circumstances for any consequential or punitive damages. If any
condition precedent to Buyer's obligation to close contained in SECTION 7.2 has
not been satisfied or waived by Buyer in writing by the Closing Date, Buyer's
sole and exclusive remedy shall be to terminate this Agreement and receive an
immediate return of the Deposit. Notwithstanding anything to the contrary
herein, Buyer shall not seek a personal judgment against Seller nor its members,
managers, employees or agents of Seller, nor the shareholders, officers,
directors, employees or agents of any of them nor the Property for any Claims
under or related to this Agreement or the Property. Buyer shall look solely to
the Seller's interest in the Property for the payment of any Claim or
performance of any obligation by Seller hereunder. Under no circumstances shall
Buyer have the right, and Buyer hereby waives any right it may have, to record a
lis pendens or notice of any lawsuit against the Project or any portion thereof.

          9.4     SELLER'S MAXIMUM AGGREGATE LIABILITY; CLAIMS PERIOD.
Notwithstanding any provision to the contrary contained in this Agreement or any
documents executed by Seller pursuant hereto or in connection herewith, the
maximum aggregate liability of Seller under this Agreement and any and all
documents executed pursuant hereto or in connection herewith (including, without
limitation, the breach of any representations and warranties of Seller contained
in such documents) for which a claim is timely made by Buyer shall not exceed an
amount equal to one percent (1%) of the Purchase Price. Any action, suit or
proceeding brought by Buyer against Seller arising from or related to this
Agreement must be commenced and served, if at all, on or before the date which
is six (6) months after the date scheduled for the Closing Date. This Section
9.4 shall survive the Closing or any termination of this Agreement.

                                       20


                         ARTICLE 10. GENERAL PROVISIONS

          10.1    COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which, taken together,
shall constitute one and the same instrument.

          10.2    ENTIRE AGREEMENT. This Agreement contains the entire,
integrated agreement between the parties respecting the subject matter of this
Agreement and supersedes all prior and contemporaneous understandings and
agreements, whether oral or in writing, between the parties respecting the
subject matter of this Agreement. There are no representations, agreements,
arrangements or understandings, oral or in writing, between the parties to this
Agreement relating to the subject matter of this Agreement which are not fully
expressed in this Agreement. The terms of this Agreement are intended by the
parties as a final expression of their agreement with respect to those terms and
they may not be contradicted by evidence of any prior or contemporaneous
agreement.

          10.3    COUNSEL; CONSTRUCTION. Each party has received independent
legal advice from its attorneys with respect to the advisability of executing
this Agreement and the meaning of the provisions hereof. The provisions of this
Agreement shall be construed as to their fair meaning, and not for or against
any party based upon any attribution to such party as the source of the language
in question. Headings used in this Agreement are for convenience of reference
only and shall not be used in construing this Agreement.

          10.4    CHOICE OF LAW. This Agreement and the rights and obligations
of the parties hereto shall be governed by and construed and enforced in
accordance with the laws of the State of California, exclusive of the conflict
of laws principles of such state. The parties consent to jurisdiction of the
state courts located in Marin County, California in the event of any litigation
arising out of this Agreement.

          10.5    SEVERABILITY. If any term, covenant, condition or provision
of this Agreement, or the application thereof to any person or circumstance, to
any extent shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remainder of the terms, covenants, conditions or provisions
of this Agreement, or the application thereof to any person or circumstance,
shall remain in full force and effect.

          10.6    WAIVER OF COVENANTS, CONDITIONS OR REMEDIES. Either Buyer or
Seller may waive any breach of the terms and conditions hereof by the other
party only by a written statement to that effect signed by the waiving parties,
such waiver shall not constitute a continuing waiver of similar or other
breaches of the terms and conditions hereof. All remedies, rights, undertaking,
obligations and agreements contained herein shall be cumulative and not mutually
exclusive.

          10.7    BUSINESS DAY. As used herein, "business day" means any
calendar day except a Saturday, Sunday or federal holiday and those days on
which financial institutions in the City of San Francisco, State of California
are closed.

          10.8    EXHIBITS AND SCHEDULES. All exhibits and schedules listed
as such in the Table of Contents are attached hereto and are incorporated by
reference into this Agreement.

                                       21


          10.9    AMENDMENT. This Agreement may be amended solely by the
written agreement of Buyer and Seller.

          10.10   RELATIONSHIP OF PARTIES. The parties agree that their
relationship is that of seller and buyer, and that nothing contained herein
shall make either party the agent or legal representative of the other for any
purpose whatsoever, nor shall this Agreement be deemed to create any form of
business organization between the parties hereto, nor is either party granted
any right or authority to assume or create any obligation or responsibility on
behalf of the other party, nor shall either party in any way be liable for any
debt of the other.

          10.11   NO THIRD-PARTY BENEFIT. This Agreement is intended to benefit
only the parties hereto and no other person or entity has or shall acquire any
rights hereunder.

          10.12   TIME OF THE ESSENCE. Time shall be of the essence as to all
dates and times of performance, whether contained herein or contained in any
escrow instructions to be executed pursuant to this Agreement.

          10.13   FURTHER ACTS. Each party agrees without further consideration
to perform any further acts and to execute, acknowledge and deliver any
documents which may be reasonably necessary to carry out the provisions of this
Agreement.

          10.14   NO RECORDING. Buyer shall not record this Agreement, any
memorandum of this Agreement, any assignment of this Agreement or any other
document which would cause a cloud on the title to the Property.

          10.15   ASSIGNMENT. Buyer shall not assign Buyer's rights or delegate
its obligations hereunder without the prior written consent of Seller in each
instance, which consent Seller may withhold in its sole and absolute discretion.
Notwithstanding the foregoing, Buyer may assign its interest herein to a limited
partnership, limited liability company or corporation that is solely or jointly
controlled by Buyer and in which Buyer possesses an ownership interest of at
least fifty percent (50%). Such assignment shall be effective upon written
notice to Seller and shall not relieve the Buyer of its obligations hereunder.
Any attempted assignment or delegation in violation of this Section 10.15
without the prior written consent of Seller shall be void, and the purported
assignee shall not have any rights hereunder. Subject to the foregoing, this
Agreement shall be binding upon and shall inure to the benefit of the permitted
successors and assigns of the parties to this Agreement.

                                       22


          10.16   ATTORNEYS' FEES. If any action is brought by either party
against the other party, relating to or arising out of this Agreement, the
transaction described herein or the enforcement hereof, the prevailing party
shall be entitled to recover from the other party reasonable attorneys' fees,
costs and expenses incurred in connection with prosecution or defense of such
action. For purposes of this Agreement, the term "attorneys' fees" or
"attorneys' fees and costs" shall mean the fees and expenses of counsel to the
parties hereto, which may include printing, photocopying, duplicating and other
expenses, air freight charges, and fees billed for law clerks, paralegals and
other persons not admitted to the bar but performing services under the
supervision of any attorney, and the costs and fees incurred in connection with
the enforcement, collection or appeal of any judgment obtained in any such
proceeding. The provisions of this SECTION 10.16 shall survive any termination
of this Agreement and the entry of any judgment, and shall not merge or be
deemed to have merged into any judgment.

          10.17   BROKERS. Buyer and Seller each represents and warrants to the
other (a) it has not dealt with any brokers or finders in connection with the
purchase and sale of the Property other than Secured Capital Corp. ("BROKER"),
and (b) insofar as such party knows, no broker or other person is entitled to
any commission or finder's fee in connection with the purchase and sale of the
Property, other than Broker, who will be paid a commission by Seller upon the
Closing pursuant to a separate written agreement between Seller and Broker.
Seller and Buyer each agrees to indemnify and hold harmless the other against
any Claim incurred by reason of any brokerage fee, commission or finder's fee
which is payable or alleged to be payable to any broker or finder because of any
agreement, act, omission or statement of the indemnifying party. The provisions
of this SECTION 10..17 shall survive the Closing or any termination of this
Agreement.

          10.18   NOTICES. Any notice or election required or permitted to be
given by any party hereto upon any other party shall be deemed given in
accordance with the provisions of this Agreement when addressed to Seller or
Buyer, as the case may be, at the respective address set forth below. Notices
shall be transmitted, or delivered as follows: (1) personal delivery, (2)
express or courier service, or (3) facsimile, provided that an original copy is
transmitted by the United States Postal Service or express or courier service.
Notices shall be deemed to be delivered the earlier of (a) the date received, or
(b) two (2) business days after deposit with an express or courier service.

          Seller's Address for Notice:

                  SIMEON Commercial Properties
                  655 Montgomery St., Suite 1190
                  San Francisco, California 94111
                  Attn: Rajiv Parikh
                  Facsimile: (415) 986-2130

          with a copy to:

                  Rockwood Capital Corporation
                  Two Embarcadero Center, 23rd Floor
                  San Francisco, California 94111

                                       23


                  Attn: Tyson Skillings
                  Facsimile: (415) 788-7054

          and a copy to:

                  Paul, Hastings, Janofsky & Walker LLP
                  55 Second Street, 24th Floor
                  San Francisco, California 94105
                  Attn: Charles V. Thornton and Scott D. Hettema
                  Facsimile: (415) 856-7100

          Buyer's Address for Notice:

                  Inland Real Estate Acquisitions, Inc.
                  2901 Butterfield Road
                  Oak Brook, Illinois 60523
                  Attention: Louis Quilici, Senior Vice President
                  Facsimile: (630) 218-4935

          with a copy to:

                  The Inland Real Estate Group, Inc.
                  2901 Butterfield Road
                  Oak Brook, Illinois 60523
                  Attention: Robert Baum, General Counsel
                  Facsimile: (630) 218-4935 and (630) 571-2360

Any party hereto may change its address for the service of notice hereunder by
delivering written notice of said change to the other parties hereunder, in the
manner above specified.

          10.19   MUTUAL WAIVERS OF JURY TRIAL AND CERTAIN DAMAGES. BUYER AND
SELLER EACH HEREBY EXPRESSLY, IRREVOCABLY, FULLY AND FOREVER RELEASES, WAIVES
AND RELINQUISHES ANY AND ALL RIGHT TO TRIAL BY JURY AND ALL RIGHT TO RECEIVE
PUNITIVE, EXEMPLARY AND CONSEQUENTIAL DAMAGES FROM THE OTHER (OR ANY PAST OR
FUTURE BOARD MEMBER, TRUSTEE, DIRECTOR, OFFICER, EMPLOYEE, MEMBER, PARTNER,
AGENT, REPRESENTATIVE OR ADVISOR OF THE OTHER) IN ANY CLAIM, DEMAND, ACTION,
SUIT, PROCEEDING OR CAUSE OF ACTION IN WHICH BUYER OR SELLER IS A PARTY, WHICH
IN ANY WAY (DIRECTLY OR INDIRECTLY) ARISES OUT OF, RESULTS FROM OR RELATES TO
ANY OF THE FOLLOWING, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL BASIS: THIS AGREEMENT; ANY
PAST, PRESENT OR FUTURE ACT, OMISSION, CONDUCT OR ACTIVITY WITH RESPECT TO THIS
AGREEMENT; ANY TRANSACTION, EVENT OR OCCURRENCE CONTEMPLATED BY THIS AGREEMENT;
THE PERFORMANCE OF ANY OBLIGATION OR THE EXERCISE OF ANY RIGHT UNDER THIS
AGREEMENT; OR THE ENFORCEMENT OF THIS AGREEMENT. BUYER AND SELLER AGREE THAT
THIS

                                       24


AGREEMENT CONSTITUTES WRITTEN CONSENT THAT TRIAL BY JURY SHALL BE WAIVED IN ANY
SUCH CLAIM, DEMAND, ACTION, SUIT, PROCEEDING OR OTHER CAUSE OF ACTION AND AGREE
THAT BUYER AND SELLER EACH HAS THE RIGHT AT ANY TIME TO FILE THIS AGREEMENT WITH
THE CLERK OR JUDGE OF ANY COURT IN WHICH ANY SUCH CLAIM, DEMAND, ACTION, SUIT,
PROCEEDING OR OTHER CAUSE OF ACTION MAY BE PENDING AS STATUTORY WRITTEN CONSENT
TO WAIVER OF TRIAL BY JURY.

          10.20   Notwithstanding anything to the contrary contained in this
Agreement, in accordance with Treasury Regulations Section 1.6011-4(b)(3)(iii),
the parties hereto (and each employee, representative, or other agent of any
party hereto may disclose to any and all persons, without limitation of any
kind, the tax treatment and tax structure of the transactions contemplated by
this Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided to any party hereto relating to such tax treatment
and tax structure. However, any information relating to tax treatment or tax
structure shall remain subject to any confidentiality provisions of this
Agreement (and the preceding sentence shall not apply) to the extent, but only
to the extent, reasonably necessary to enable the parties hereto to comply with
applicable securities laws. For purposes of this Section 10.20, "tax structure"
means any fact that may be relevant to understanding the federal income tax
treatment of the transaction.

          10.21   COOPERATION WITH AUDIT. Seller acknowledges that Buyer may be
required to make certain filings with the Securities and Exchange Commission
(the "SEC FILINGS") related to the most recent pre-acquisition fiscal year (the
"AUDITED YEAR") for the Property. Seller agrees to deliver to Buyer such
information and execute such documents or instruments as may be necessary or
appropriate to complete such SEC Filings including, without limitation, the SEC
Audit Items (defined below) in Seller's possession or control, provided that (i)
Seller's cooperation in such regard shall be at no additional cost, expense or
liability whatsoever to Seller, (ii) no additional delays in the scheduled
Closing Date are caused by such exchange, and (iii) Seller shall not be required
to deliver any information which Seller deems to be proprietary or confidential.
As used herein, "SEC AUDIT ITEMS" means, collectively: (1) Seller's bank
statements for the Audited year; (2) Seller's rent roll as of the end of the
Audited Year; (3) Seller's operating statements for the Audited Year; (4)
Seller's general ledger for the Audited Year; (5) Seller's Cash receipts
schedule for each month in the Audited Year; (6) invoices for expenses and
capital improvements with respect to the Property in the Audited Year; (7)
Copies of Seller's insurance documentation with respect to the Property for the
Audited Year; and (8) Copies of Seller's accounts receivable aging as of the
end of the Audited Year and an explanation for all accounts over 30 days past
due as of the end of the Audited Year. This SECTION 10.21 shall survive the
Closing.

                            (SIGNATURE PAGE FOLLOWS)

                                       25


          IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the Effective Date.

                             SELLER:

                             LARKSPUR LANDING, LLC,
                             a Delaware limited liability company


                             By:   SimRock Properties, LLC,
                                   a Delaware limited liability company
                             Its:  Manager

                                   By:   SimLark, L.P.,
                                         a California limited partnership
                                   Its:  Managing Member

                                         By:   SIMEON Commercial Properties,
                                               a California corporation
                                         Its:  General Partner


                                               By: /s/ Piersin R. Forbes
                                                  ---------------------------
                                               Name: Piersin R. Forbes
                                                    -------------------------
                                               Title:  SR. V.P.
                                                      -----------------------


                             BUYER:

                             INLAND REAL ESTATE ACQUISITIONS, INC.,
                             an Illinois corporation


                             By: /s/ Louis Quilici
                                 ------------------------------------
                             Name: Louis Quilici
                                  -----------------------------------
                             Title: Senior Vice President
                                   ----------------------------------


                      (AGREEMENT OF ESCROW HOLDER FOLLOWS)

                                       26


                                  ESCROW HOLDER

     The undersigned hereby agrees to act as the Escrow Holder pursuant to
the foregoing Agreement.

                                CHICAGO TITLE INSURANCE
                                COMPANY


                                By:
                                    ------------------------------------
                                Name:  Nancy Castro
                                      ----------------------------------
                                Title:  Assistant Vice President/Senior
                                       ---------------------------------
                                        Escrow Officer
                                       ---------------------------------
                                Dated:
                                       ---------------------------------

                                ----------------------------------------

                                Address:    171 N. Clark Street
                                           -----------------------------
                                            Chicago, Illinois 60523
                                           -----------------------------

                                ----------------------------------------

                                ----------------------------------------

                                ----------------------------------------
                                Attn:       Nancy Castro
                                           -----------------------------
                                Phone:      (312) 223-2709
                                           -----------------------------
                                Facsimile:  (312) 223 2108
                                           -----------------------------



                                    EXHIBITS

EXHIBIT A      Property Description
EXHIBIT B      Intentionally Deleted
EXHIBIT C      Due Diligence Completion and Decision Dates
EXHIBIT D      List of Due Diligence Materials
EXHIBIT E      Schedule of Leases
EXHIBIT F      List of Service Contracts
EXHIBIT G      Intentionally Deleted
EXHIBIT H      Form of Tenant Estoppel Certificates
EXHIBIT I      Intentionally Deleted
EXHIBIT J      Form of Deed
EXHIBIT K      Form of Bill of Sale
EXHIBIT L      Form of Assignment and Assumption Agreement
EXHIBIT M      Form of General Assignment
EXHIBIT N      Form of Owner's Statement
EXHIBIT O      E&O Lease Terms



                                    EXHIBIT A

                              PROPERTY DESCRIPTION

ALL THAT CERTAIN real property situate in the City of Larkspur, County of Marin,
State of California, described as follows:

Lots 335 through 338, inclusive, as shown upon that certain Map entitled "Map of
Larkspur Landing", filed for record August 12, 1977 in Volume 17 of Maps, at
Page 5, Marin County Records.



                                    EXHIBIT B

                              INTENTIONALLY DELETED



                                    EXHIBIT C

                   DUE DILIGENCE COMPLETION AND DECISION DATES


Effective Date                                      December 12, 2003

Initial Deposit non-refundable                      December 16, 2003

Natural Hazard Report to be delivered to Buyer      December 21, 2003

Title Objections due                                December 16, 2003

Seller's Title Notice due                           December 19, 2003

Contingency Date                                    December 22, 2003

Additional Deposit Non-Refundable                   December 22, 2003

Closing deliveries due                              January 12, 2004

Closing Date                                        January 13, 2004, or such
                                                    earlier or later date as
                                                    Buyer and Seller may
                                                    mutually agree.



                                    EXHIBIT D

                         LIST OF DUE DILIGENCE MATERIALS

                                 INITIAL PACKAGE

                                                
Rent Roll                                          Rent Roll as of 9/17/03

Lease Documents, Addendums and Agreements          See Attached Worksheet Tab for Leases

Tenant Expense Reimbursement Schedules             Operating Expenses - 2003 Estimated

Recovery Letters to Tenants                        2002 CAM Reconciliations Letters and 2003 CAM Estimates Letters

Commencement Letters                               Commencement Date Memorandums - for California State Automobile
                                                   Inter-Insurance Bureau, Bay Area Wireless Resource, Inc., Bed, Bath &
                                                   Beyond, Inc., Determined Productions, Inc., Fidelity Brokerage Services,
                                                   LLC, Jaeger & Associates, Inc., Brendan Moylan, Robert Buerger and Brian
                                                   Inciard, Red Hill Studios, Inc., Weight Watchers North America, Inc., and
                                                   The Yoga Studio, LLC

Rent Increase Letters (CPI)                        CPI Increase Letters for tenants who have CPI increase clauses in their leases

                                                   For Year To Date August 2003, and for Years 2002, 2001, and 2000

Property Tax Bills                                 Real Estate Property Tax History and Bills from 1993/1994 through 2003/2004 for
                                                   Parcel No. 018-191-01

Operating Statements (last 3 years), YTD Result    Operating Statements for Year To Date 10/2003 and Year End 12/31/02 and Year End
                                                   12/31/01

Accounts Payable/Receivable                        Accounts Receivable Prepaids as of 9/30/03

Historical Capital Expenditures                    Capital Budgets since purchase 4/99 to 9/03

Utility Bills - Monthly YTD and prior 12 months    Marin Sanitary Service Invoices from 8/02 through 9/03
                                                   Marin Municipal Water District bills from 8/02 through 8/03
                                                   Pacific Gas and Electric bills from 9/26/02 through 9/25/03

Vendor List and Service Contracts                  See attached listing

LEGAL

Legal description and ALTA Survey                  A.L.T.A. Survey prepared by Kier & Wright, dated and last revised 3/24/99

Licenses and Permits                               Permit to Operate an Elevator dated 1/27/03 and will expire on 1/27/04





                                                
Proof of Insurance                                 Certificates of Liability Insurance - liability and excess coverage -
                                                   coverage period from 9/1/03 to 9/1/04 - insurers are Firemans Fund
                                                   Insurance Co. and American Guarantee & Liability

                                                   Evidence of Property Insurance - All Risk Property Insurance - coverage
                                                   period from 9/1/03 to 9/1/04 - insurer is Firemans Fund

Zoning                                             Ordinance No. 912 - City of Larkspur - amending uses in the Larkspur Landing
                                                   Shopping Center

                                                   Ordinance #688 dated 11/3/82, #807 dated 9/5/90, #858 dated 10/12/93, #872
                                                   dated 6/13/95, and #888 dated 11/18/97

Site Plan/Survey (Blueprint or 8.5x11)             Site Plan

Personal Property                                  Office Furniture and Equipment Inventory, Outdoor Furniture and Storage
                                                   Areas Inventory, Storage Area Inventory, Personal Property Belonging To
                                                   Vendors, Terracotta Pot Inventory



                                     LEASES

                                                                      
          24 HOUR FITNESS                          Lease                               8/1/89

                                                   First Amendment                     5/8/90

                                                   Letter Agreement Amending Lease     3/18/91

                                                   Second Amendment                   11/22/93

                                                   Third Amendment                     1/4/96

                                                   Letter                              9/8/97

                                                   Fourth Amendment                    May-00

                                                   Revocable License Agreement        11/28/01

          ALL CALIFORNIA MORTGAGE, INC             Lease                               3/7/94

                                                   First Amendment                     11/1/01

                                                   Second Amendment                    9/27/02

                                                   Commencement Letter                 9/27/02

          ALLSTATE INSURANCE (RICHARD SCHULDT)     Lease                              10/13/98

                                                   First Amendment                     12/1/01

          

                                        2

                                                                      
          AMERICAN NAILS (ANDY V. AND              Lease                               8/31/96
          XUAN-LAN NGUYEN

                                                   First Amendment                     9/18/96

                                                   Second Amendment                    7/31/03

          ASHER CLINIC / SOLD TO MATRIX            Lease                               9/30/94
          REHABILITATION, INC.

                                                   Certificate of Tenant and Term      6/5/95
                                                   Agreement

                                                   First Amendment                     8/1/95

                                                   Assignment and Assumption of        5/1/97
                                                   Lease and Lessor's Consent

                                                   Global Settlement Agreement and     9/4/97
                                                   Mutual Release of All Claims

                                                   Purchase and Sale Agreement         3/5/98

                                                   Assignment of Lease and Consent     5/1/97
                                                   of Landlord

          AVANTI FINE ARTS (TONY PERNICONE)        Lease                               8/7/02

                                                   First Amendment                     11/1/02

          BAY WIRELESS RESOURCE                    Lease                               4/14/03

          BED BATH & Beyond                        Lease                               June-02

                                                   Memorandum of Lease                 June-02

          DR. TIMOTHY G. BRICCA, D.D.S.            Lease                               4/15/88

                                                   First Amendment                     3/25/93

                                                   Second Amendment                    4/27/98

                                                   Third Amendment                     8/5/03

          ROBERT BUERGER AND BRIAN INCIARD         Lease                               5/6/03

                                                   Commencement Date Memorandum        5/28/03

          CALIFORNIA STATE AUTOMOBILE              Lease                               3/10/03
          INTER-INSURANCE BUREAU

          COOPER ALLEY                             Lease                               Jun-01

          DETERMINED PRODUCTIONS, INC.             Lease                              12/21/00

          FIDELITY BROKERAGE SERVICES, LLC         Lease                               2/1/01

          

                                        3


                                                                      
          GENERAL NUTRITION CENTER                 Lease                               10/5/93

                                                   Certificate of Tenant and Term      1/13/94
                                                   Agreement

                                                   Letter                              7/27/98

          GOLDEN GATE PRINTING (VESTA              Lease                               2/27/96
          INDUSTRIES, INC.)
                                                   First Amendment                     7/6/98

                                                   Second Amendment                    1/15/03

                                                   Third Amendment                     9/3/03

          J.R. MUGGS                               Lease                               3/18/87

                                                   Certificate of Tenant and Term      6/11/87
                                                   Agreement

                                                   First Amendment                     2/24/92

                                                   Second Amendment                    6/10/97

                                                   Third Amendment                     3/1/02

                                                   Letter                              6/30/03

          JAEGER & ASSOCIATES                      Lease                               5/22/02

          LARK SHOES AND REPAIR (HARRY AND         Lease                              10/26/78
          MAGGIE KAPELIAN)
                                                   First Amendment                     9/1/80

                                                   Extension of Lease                 10/31/88

                                                   Lease                               3/16/94

                                                   Lease                              12/14/01

          LARKSPUR LANDING OPTOMETRY               Lease                               1/31/97

                                                   First Amendment                     1/6/03

          LARKSPUR LANDING VETERINARY HOSPITAL     Lease                               8/28/78

                                                   First Amendment                     9/1/80

                                                   Second Amendment                    7/31/89

                                                   Letter Agreement                    8/28/78

                                                   Third Amendment                     6/15/93

                                                   Assignment of Lease                 9/10/96

                                                   First Amendment to Assignment of   11/15/96
                                                   Lease

          MARIN BREWING COMPANY                    Lease                               7/1/88

                                                   First Amendment                     10/6/88

                                                   Certificate of Tenant and Term      4/3/89
                                                   Agreement

                                                   Second Amendment                    7/8/91

          

                                        4


                                                                      
                                                   Third Amendment                     7/8/91

                                                   Certificate of Tenant and Term     10/18/91
                                                   Agreement

                                                   Fourth Amendment                    2/16/94

                                                   Lease                               Apr-03

                                                   Letter                              4/16/01

                                                   First Amendment                     10/1/03

          MARIN VISITORS BUREAU                    Lease                               6/4/98

                                                   First Amendment

                                                   Second Amendment                    8/30/02

          MAXWELL CLEANERS                         Lease                               9/15/90

                                                   First Amendment                    12/31/90

                                                   Letter Agreement                   9/15/90

                                                   Certificate of Tenant and Term     10/21/91
                                                   Agreement

                                                   Second Amendment                    3/13/01

          NOONAN RESTAURANT (BRENDAN MOYLAN)       Lease (expired)                     3/17/78

                                                   Certificate of Lease (expired)      7/16/79

                                                   (expired)                           9/1/80

                                                   Extension of Lease (expired)       11/20/89

                                                   Extension of Lease (expired)        7/27/94

                                                   Amendment (expired)                 7/29/97

                                                   Lease                               Mar-01

                                                   First Amendment                     5/24/02

          NORMAN MAHAN JEWELERS                    Lease                               4/1/02

                                                   First Amendment                     2/1/03

          OLIVER ALLEN CORPORATION, INC.           Lease                               12/6/94

                                                   First Amendment                     9/15/95

                                                   Certificate of Tenant and Term      9/18/95
                                                   Agreement

          

                                        5


                                                                      
                                                   Second Amendment                    1/15/99

                                                   Settlement Agreement                1/15/99

          THE RAGGED SAILOR GALLERY AND FRANERY    Lease                               8/31/78
          (COBB BLAKE)

                                                   Certificate of Lessee               8/2/79

                                                   First Amendment                     9/1/80

                                                   Second Amendment                    6/8/81

                                                   Third Amendment                     11/2/81

                                                   Extension of Lease                  7/7/86

                                                   Fifth Amendment                     8/1/88

                                                   Letter Agreement                    8/31/78

                                                   Sixth Amendment                     1/28/92

                                                   Seventh Amendment                   2/1/94

                                                   Eight Amendment                     5/2/95

                                                   Ninth Amendment                     1/15/96

                                                   Tenth Amendment                     1/31/97

                                                   Lease                               3/2/01

          RED FILL STUDIOS, INC.                   Lease                               6/3/02

          ROADRUNNER BURRITO                       Lease                              12/15/93

                                                   First Amendment                     1/31/97

                                                   Second Amendment                    undated

                                                   Third Amendment                     7/1/99

                                                   Letter                              6/29/01

                                                   Letter                              6/28/02

                                                   Letter                              6/25/03

          SUSHI KO (JAMES M. TASLEY)               Lease                               4/1/81

                                                   First Amendment                    10/19/81

                                                   Extension of Lease                  6/22/84

                                                   Extension of Lease                  8/15/89

                                                   Second Amendment                    8/31/99

          TOGO'S (MICHAEL AND CAROL GRUBLER)       Lease                               3/15/98

          

                                        6


                                                                      
          TRAVELEX AMERICA (ATM)                   Lease                               7/24/97

                                                   Assignment of Lease                 undated

          WEIGHT WATCHERS NORTH AMERICA, INC.      Lease                               3/1/88

                                                   First Amendment                     5/13/91

                                                   Lease Assignment and Assumption     9/27/92

                                                   Second Amendment                    10/1/01

                                                   Lease                              11/20/02

                                                   Commencement Date Memorandum        12/1/02

          YOGA STUDIO                              Lease                               2/15/02

                                                   Commencement Date Memorandum        undated

          

                                    CONTRACTS

                                                                                
       ADT Alarm and Security Systems, Inc.       Fire sprinkler flow monitoring              4/1/96
                                                  Buildings 1-5

       Empire Elevator Co., Inc.                  Elevator Maintenance & 24 hour              9/1/03
                                                  monitoring

       C & C Security Patrol, Inc.                Center Security                             8/24/03

       Diversified Fire Protection                24 hour monitoring of buildings             9/21/01
                                                  1201, 1401, 1601, 2601, & 2801

       Diablo Hydrojetting                        Sewer line maintenance                      3/16/98

       Gardener's Guild, Inc.                     Landscaping                                 9/21/01

       Crystal Clear Pools Service,               Fountain Maintenance                        3/17/02
       Supplies, and Repairs

       MBM                                        Janitorial Service                          1/1/98

       Mainstreet Awning Maintenance              Awning cleaning                             9/24/99

       Muzak Limited Partnership                  Music in Buildings 1-5                      7/21/95

       Republic Electric                          Parking Lot                                 2/1/03

       Terminix                                                                              11/16/01

       U.S. Bancorp/BLC Capital - Office          Trash compactor Lease                       10/6/97
       Equipment Finance Services

       

                               TRAILING DOCUMENTS



                                                   DATE SENT TO
                                                   INLAND GROUP
                                                    BY SECURED
 #                       ITEMS                     CAPITAL CORP                        COMMENT
- -------------------------------------------------------------------------------------------------------------------
                                                                              



                                        7


                                                       
  1     Environmental Assessment Report              11/10/03     Sent with Best and Final Offer Letter.
        (Phase 1)

  2     24 Hour Fitness - Lease (H.E.C.              11/24/03     Lease - Dated 8/1/89
        Investments, Inc., dba 24 Hour
        Nautilus Centers)

  3     24 Hour Fitness - First Amendment            11/24/03     First Amendment - Dated 5/8/90
        (H.E.C. Investments, Inc., dba 24 Hour
        Nautilus Centers)

  4     24 Hour Fitness - Second Amendment           11/24/03     Dated 11/22/93
        (H.E.C. Investments, Inc., dba 24 Hour
        Nautilus Centers)

  5     24 Hour Fitness - Third Amendment            11/24/03     1/4/1996
        (H.E.C. Investments, Inc., dba 24 Hour
        Nautilus Centers)

  6     24 Hour Fitness - Letter Agreement           11/24/03     Dated 3/4/92
        (H.E.C. Investments, Inc., dba 24 Hour
        Nautilus Centers)

  7     24 Hour Fitness - Court Case Settlement      11/24/03     Including Letters dated 9/8/97 from Giannini, Valinoti
        Documents (H.E.C. Investments, Inc., dba                  & Dito; Global Settlement Agreement and Mutual Release
        24 Hour Nautilus Centers)                                 of All Claims dated 9/4/97; Attached Exhibit A entitled
                                                                  Exclusive Services and Cross-Promotion / Referral
                                                                  Agreement dated 8/25/97 and Incorporated as the May
                                                                  1997 Addendum to the 8/1/89 Lease; Agreement dated 8/25/97
                                                                  - Supplementing the Addendum to Leases, Exclusive Services
                                                                  and Cross-Promotional Referral Agreement; Request For
                                                                  Dismissal - Case No. 168662 - Breach of Contract - dated
                                                                  4/30/97 and filed 9/5/97 with the Marin County Court,
                                                                  Superior Court Division; and Request For Dismissal - Case
                                                                  No. 168662 - Breach of Lease - dated 5/5/97 and filed 9/5/97
                                                                  with the Marin County Court, Superior Court Division

  8     24 Hour Fitness - Fourth Amendment           11/24/03     Dated May 2000
        (H.E.C. Investments, Inc., dba 24 Hour
        Nautilus Centers)

  9     24 Hour Fitness - Revocable License          11/24/03     Dated 1/28/01
        Agreement (H.E.C. Investments, Inc.,
        dba 24 Hour Nautilus Centers)

  10    Determined Productions, Inc. - Lease         11/24/03     Dated 12/21/00

  

                                        8


                                                       
  11    Travelex America - Lease For ATM             11/24/03     Dated 7/24/97
        Machine

  12    Travelex America - Assignment of Lease       11/24/03     Dated 7/9/01 (legibility of Consent of Landlord
        For ATM Machine                                           signed date very poor)

  13    First Amendment to General Nutrition         11/25/03     Dated 11/20/03; Lease term to expire 6/30/04; Rent
        Corporation lease                                         amended

  14    Simeon List of Documents Available for       11/26/03     Simeon Office - San Francisco
        Review at Simeon Office

  15    Tenant Contact Information                    12/4/03     List for Existing Tenants

  16    Starbucks Letter of Intent                    12/4/03     Dated 8/12/03

  17    First Amendment for lease of Larkspur         12/5/03     Dated 1/5/03; Lease term to be extended from 7/1/02
        Landing Optometry (Dr. Gina Day and                       to 6/30/08 with Rent Modification
        Dr. Edward Haack)

  18    Second Amendment to lease of Tony             12/5/03     Dated 11/20/03; Substitution of premises to Suite 2201
        Pernicone dba Avanti Fine Arts                            from Suites 2007 and 2013 - Modification of rent; Term
                                                                  expired 10/31/02 and is now extended on a month to
                                                                  month basis

  19    Rent Roll As Of 11/30/03                      12/5/03

  20    Larkspur Landing Advertising,                 12/8/03
        Marketing, Promotional Expense Budget

  21    Blank Standard Form Lease - Retail            12/8/03

  22    Blank Standard Form Lease - Office            12/8/03

  23    Certificates of Occupancy - Noonan's          12/8/03
        and Fidelity

  24    Evidence of Insurance - For Each              12/8/03
        Tenant

  25    Leasing Plan - Terranomics Leasing            12/8/03
        Report As Of October 2003

  26    Aged Receivables - As Of                      12/8/03
        November 30, 2003

  27    Summary Of Recent Lease Transactions          12/8/03
        - Included In Rent Roll Dated
        October 2003

  28    Building Plans And Warranty Binders -         12/8/03     On Site Contact Information
        On Site At Larkspur Landing Property
        Management Office - Contact
        Susan S. Griffin at 510-839-5248 -
        her E-Mail address is

  

                                        9


                                                       
        sgriffin@simprop.com

  29    Inventories of Larkspur Landing Blue          12/9/03     Two lists - the documents are available or review
        Prints, Manuals, and Binders                              on-site.

  

                                TENANT FINANCIALS



TENANT                        SUITE NO.   DOCUMENT
- --------------------------------------------------------------------------------
                                    
Allstate                        #2403     Personal Financial Statements for
                                          Richard Schuldt

American Nails                  #2203     Form 1040 - YE 1999 and 1998 for
                                          Sau Truong

Asher Clinic                    #2801     Benchmark Medical, Inc.
                                          Consolidated Financials
                                          Statements for 12/31/00, 12/31/01
                                          - Benchmarks of 1/23/03 became
                                          the owner of Asher from Beverly
                                          Enterprises

Timothy G. Bricca DDS           #1201A    Form 1040 - 1987 for Timothy G.
                                          and Janice R. Bricca

Golden Gate Printing            #1601     Shahrod and Mahtab Shojazadegon
                                          Financial Statement (undated);
                                          Vesta Industries, Inc. Balance
                                          Sheet as of 2/29/96; Small
                                          Business Advisory Report dated
                                          3/13/96

Larkspur Landing Veterinary     #1019     Curtis Press, DVM; Mary Press, DVM -
Hospital                                  See Personal Financial Statement
                                          on last page of Business Plan

Lark Shoes and Repair           #2239     Personal Financial Statement
                                          (poor quality) dated 10/17/78 for
                                          Hrair Kupelian

Marin Brewing Co.               #1809     Confidential Private Investment
                                          Memorandum dated 8/98

Norman Mahan Jewelers           #2211     Joint financial Condition dated
                                          5/23/77 for Norman K. and
                                          Linda S. Mahan


                                       10


                                    EXHIBIT E

                               SCHEDULE OF LEASES



                                                               LEASE
  LEGAL NAME OF TENANT              TYPE OF ENTITY             DATE       AMENDMENTS, ETC.
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 
24 Hour Fitness, Inc. fka       California corporation         8/1/89     First Amendment of Lease
H.E.C Investments, Inc.                                                         dated 5/--/1990
                                                                          Certificate of Tenant and Term Agreement
                                                                                dated 7/11/1990
                                                                          Letter Agreement Amending Lease
                                                                                dated 3/18/1991
                                                                          Certificate of Tenant and Term Agreement
                                                                                dated 12/1/1992
                                                                          Second Amendment of Lease
                                                                                dated 11/22/1993
                                                                          Storage Agreement
                                                                                dated 5/15/1995
                                                                          Third Amendment of Lease
                                                                                dated 1/4/1996
                                                                          Certificate of Tenant and Term Agreement
                                                                                dated 8/1/1996
                                                                          Fourth Amendment to Lease
                                                                                dated 5/2000.

All California Mortgage, Inc.   California corporation         3/7/94     First Amendment to Shopping Center Lease
                                                                                dated 11/1/2001
                                                                          Second Amendment to Shopping Center Lease Agreement
                                                                                dated 9/27/2002.

Richard Schuldt dba Allstate    individual                    10/13/98    Letter Agreement
Insurance                                                                       dated 11/4/1998
                                                                          Letter Agreement
                                                                                dated 12/1/1998
                                                                          First Amendment to Shopping Center Lease Agreement
                                                                                dated 12/1/2001.

Hai Thi Cao and Sau Van         married couple                 8/2/96     First Amendment of Shopping Center Lease
Truong dba American Nails                                                       dated 9/18/1996
                                                                          Second Amendment to Shopping Center Lease
                                                                                dated 7/31/2003.






                                                               LEASE
  LEGAL NAME OF TENANT              TYPE OF ENTITY             DATE       AMENDMENTS, ETC.
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 
Benchmark Medical Holdings,     Delaware corporation           9/30/94    Certificate of Tenant and Term Agreement
Inc. dba Asher Clinic                                                           dated 6/5/1995
                                                                          First Amendment of Lease
                                                                                dated 8/1/1995
                                                                          Assignment and Assumption of Asher Clinic Lease and
                                                                          Lessor's Consent
                                                                                dated 5/1/1997
                                                                          Consent to Change Control of Tenant
                                                                                dated 1/23/2003.

Travelex America, Inc.          Delaware corporation           7/24/97    Assignment of Lease with Landlord's Consent
                                                                                dated 3/9/2001.

Tony Pernicone dba Avanti       individual                     8/7/02     First Amendment to Larkspur Landing Shopping Center
Fine Arts                                                                 Retail Lease Agreement
                                                                                dated 11/1/2002
                                                                          Second Amendment to Larkspur Landing Shopping Center
                                                                          Retail Lease Agreement
                                                                                dated 11/20/2003

Bay Area Wireless Resource,     California corporation         4/14/03    Commencement Date Memorandum dated 4/14/2003
Inc.

Bed Bath & Beyond Inc.          New York corporation           6/1/02     Commencement Date Memorandum dated 12/02/2002; Lease
                                                                          Area Verification by Casco dated 2/24/2003

Timothy G. Bricca, DDS          Individual                     4/15/88    First Amendment of Lease
                                                                                dated 3/25/1993
                                                                          Second Amendment of Lease
                                                                                dated 4/27/1998
                                                                          Third Amendment of Shopping Center Lease
                                                                                dated 8/5/2003.

California State Automobile     California reciprocal          3/10/03    N/A
Inter-Insurance Bureau dba      Inter-insurance exchange
CSAA Insurance


                                        2




                                                               LEASE
  LEGAL NAME OF TENANT              TYPE OF ENTITY             DATE       AMENDMENTS, ETC.
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 
Cooper Alley, Inc.              California corporation        6/--/2001   N/A

Determined Productions Inc.     California corporation         12/21/00   Commencement Date Memorandum
                                                                                dated 12/21/2000

Fidelity Brokerage Services,    Delaware limited liability     2/1/01     Commencement Date Memorandum
LLC                             company                                         dated 2/1/2001

General Nutrition Corporation   Pennsylvania corporation       10/5/93    Certificate of Tenant and Term Agreement
                                                                                dated 1/13/1994
                                                                          First Amendment to Shopping Center Lease
                                                                                dated 11/20/2003.

Vesta Industries, Inc. dba      California corporation         2/27/96    First Amendment of Lease
Golden Gate Printing                                                            dated 7/6/1998
                                                                          Second Amendment to Shopping Center Lease
                                                                          Agreement and Ratification of Guaranty
                                                                                dated 1/15/2003.

J.R. Muggs                      California corporation         3/18/87    First Amendment Extension of Lease
                                                                                dated 2/24/1992
                                                                          Second Amendment of Lease
                                                                                dated 6/10/1997
                                                                          Third Amendment to Shopping Center Lease
                                                                                dated 3/1/2002
                                                                          Tenant Estoppel
                                                                                dated 10/1/2003.

Jaeger & Associates, Inc.       California corporation         5/22/02    Commencement Date Memorandum dated 5/22/2002

Harry and Maggie Kapelian dba   individuals                    12/14/01   N/A
Lark Shoe Repair

Dr. Gina Day dba Larkspur       individual                     1/31/97    Letter Agreement
Landing Optometry                                                               dated 4/1/2002
                                                                          First Amendment to Shopping Center Lease Agreement
                                                                                dated 1/6/2003.


                                        3




                                                               LEASE
  LEGAL NAME OF TENANT              TYPE OF ENTITY             DATE       AMENDMENTS, ETC.
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 
Curtis Press and Mary Press     individuals                    8/28/78    Certificate of Lessee
dba Larkspur Landing                                                            dated 6/26/1979
Veterinary Hospital                                                       First Amendment to Shopping Center Lease
                                                                                dated 9/1/1980
                                                                          Second Amendment of Lease
                                                                                dated 7/31/1989
                                                                          Letter Agreement Amending Lease
                                                                                dated 3/18/1991
                                                                          Third Amendment of Lease
                                                                                dated 6/15/1993
                                                                          Assignment of Lease
                                                                                dated 9/10/1996
                                                                          First Amendment to Assignment of Lease
                                                                                dated 11/15/1996.

Marin Brewing Company Limited   California limited             4/1/01     First Amendment
                                partnership                                     dated 10/1/2003.

Marin County Department of      public office                  6/4/98     First Amendment to Shopping Center Lease
Parks, Open Space and                                                           dated 12/10/2001
Cultural Services dba Marin                                               Second Amendment to Shopping Center Lease
County Convention and                                                     Agreement
Visitors Bureau                                                                 dated 8/30/2002.

Maxwell the Cleaner, Inc.       California corporation        9/15/90     First Amendment of Lease
                                                                                dated 12/31/1990
                                                                          Letter Agreement Amending Lease
                                                                                dated 3/18/1991
                                                                          Certificate of Tenant and Term Agreement
                                                                                dated 10/21/1991
                                                                          Landlord's Consent
                                                                                dated 11/14/1996
                                                                          Second Amendment of Lease
                                                                                dated 3/13/2001.

Brendan Moylan dba Noonan's     individual                     4/1/02     First Amendment to Shopping Center Retail Lease
Restaurant                                                                Agreement
                                                                                dated 2/1/2003.
                                                                          Commencement Date Memorandum dated 4/1/2002;

Norman Mahan, Inc. dba Norman   California corporation         3/1/01     First Amendment
Mahan Jewelers                                                                  dated 5/24/2002.

Oliver-Allen Corporation, Inc.  California corporation        12/6/94     First Amendment of Lease
                                                                                dated 9/15/1995
                                                                          Certificate of Tenant and Term Agreement
                                                                                dated 9/18/1995
                                                                          Second Amendment of Lease
                                                                                dated 1/22/1999.


                                        4




                                                               LEASE
  LEGAL NAME OF TENANT              TYPE OF ENTITY             DATE       AMENDMENTS, ETC.
- -----------------------------------------------------------------------------------------------------------------------------
                                                                 
Robert Buerger and Brian        individuals                    5/6/03     Commencement Date Memorandum dated 5/6/2003
Inciardi dba Pacific Liberty
Mortgage

Cobb Blake dba Ragged Sailor    individual                     3/2/01     First Amendment to Commercial Lease Agreement
Gallery and Framing                                                             dated 4/1/2003.

Red Hill Studios, Inc.          California corporation         6/3/02     Commencement Date Memorandum dated 6/3/2002

Burrito Rama, Inc. dba          California corporation        12/15/93    Certificate of Tenant and Term Agreement
Roadrunner Burrito                                                              dated 5/19/1995
                                                                          First Amendment of Lease
                                                                                dated 1/31/1997
                                                                          Second Amendment of Lease
                                                                                Undated
                                                                          Third Amendment to Shopping Center Lease Agreement
                                                                                dated 7/1/1999.

Sushi Man, Inc. dba Sushi-Ko    California corporation         4/1/81     First Amendment to Shopping Center Lease
                                                                                dated 10/19/1981
                                                                          Extension of Lease
                                                                                dated 6/22/1984
                                                                          Extension of Lease
                                                                                dated 8/15/1989
                                                                          Second Amendment to Shopping Center Lease
                                                                          Agreement
                                                                                dated 8/31/1999.

Michael and Carol Grubler dba   individuals                    3/15/98     N/A
Togo's Delicatessen

Weight Watchers North           Delaware corporation          11/20/02    Commencement Date Memorandum dated 12/2/2002
America, Inc.

The Yoga Studio, LLC            California limited             2/15/02    Commencement Date Memorandum dated 12/2/2002
                                liability corporation


                                        5


                                    EXHIBIT F

                            LIST OF SERVICE CONTRACTS



        VENDOR NAME           DATE OF CONTRACT          TYPE OF SERVICE
- -------------------------------------------------------------------------------
                                           
ADT Alarm                           4/1/96       Fire sprinkler flow monitoring
                                                 buildings 1-5

Empire Elevator                     9/1/03       Elevator maintenance & 24-hour
                                                 monitoring

C & C Security                     8/24/03       Center security

Diversified Fire Protection        9/21/01       24-hr monitoring bldgs. 1201,
                                                 1401, 1601, 2601 & 2801

Diablo Hydrojetting                3/16/98       Sewer line maintenance

Gardener's Guild                   9/21/01       Landscape maintenance

Crystal Clear                      3/17/02       Fountain maintenance

MBM                                 1/1/98       Janitorial service

Mainstreet Awning                  9/24/99       Awning cleaning

Muzak                              1/21/03       Music in buildings 1-5

Republic Electric                   2/1/03       Parking lot light replacement






      VENDOR NAME             DATE OF CONTRACT           TYPE OF SERVICE
- --------------------------------------------------------------------------------
                                           
Terminix                          11/16/01

U.S. Bancorp/BCL Capital           10/6/97       Trash compactor lease


                                        2


                                    EXHIBIT G

                              INTENTIONALLY DELETED



                                    EXHIBIT H

                      FORM OF TENANT ESTOPPEL CERTIFICATES

                   Tenant Estoppel Certificate Form - General

     To:

     Inland Real Estate Acquisitions, Inc., and
     Inland Western Larkspur-Drake, L.L.C.
     and its respective lenders, successors and assigns (collectively,
       "Purchaser")
     2901 Butterfield Road
     Oak Brook, Illinois 60523
     Attention: Sharon Anderson-Cox


Re:  Lease Agreement dated ______________ and amended _______________ ("Lease"),
     between _______________________________________________ as "Landlord", and,
     as "Tenant", guaranteed by _______________________________________________
     ("Guarantor") for leased premises known as (the "Premises") of the property
     commonly known as (the "Property").

1.   Tenant hereby certifies that the following represents with respect to the
     Lease are accurate and complete as of the date hereof.

     a. Dates of all amendments, letter
        agreements, modifications and waivers
        related to the Lease

     b. Commencement Date

     c. Expiration Date

     d. Current Annual Base Rent

                                            ADJUSTMENT DATE     RENTAL AMOUNT

     e. Fixed or CPI Rent Increases         _______________   __________________

     f. Square Footage of Premises

     g. Security Deposit Paid to Landlord

     h. Renewal Options                     _____ Additional Terms for
                                            ________ years at $________ per year



     i. Termination Options                 Termination Date ___________________
                                            Fees Payable _______________________

2.   Tenant further certifies to Purchaser that:

     a. the Lease is presently in full force and effect and represents the
        entire agreement between Tenant and Landlord with respect to the
        Premises;

     b. the Lease has not been assigned and the Premises have not been sublet
        by Tenant;

     c. Tenant has accepted and is occupying the Premises, all construction
        required by the Lease has been completed and any payments, credits or
        abatements required to be given by Landlord to Tenant have been given;

     d. Tenant is open for business or is operating its business at the
        Premises;

     e. no installment of rent or other charges under the Lease other than
        current monthly rent has been paid more than 30 days in advance and
        Tenant is not in arrears on any rental payment or other charges;

     f. Landlord has no obligation to segregate the security deposit or to pay
        interest thereon;

     g. Landlord is not in default under the Lease and no event has occurred
        which, with the giving of notice or passage of time, or both, could
        result in a default by Landlord;

     h. Tenant has no existing defenses, offsets, liens, claims or credits
        against the payment obligations under the Lease;

     i. Tenant has not been granted any options or rights to terminate the
        Lease earlier than the Expiration Date (except as stated in paragraph
        1(i));

     j. Tenant has not been granted any options or rights of first refusal to
        purchase the Premises or the Property;

     k. Tenant has not received notice of violation of any federal, state,
        county or municipal laws, regulations, ordinances, orders or directives
        relating to the use or condition of the Premises or the Property;

     l. no hazardous wastes or toxic substances, as defined by all applicable
        federal, state or local statutes, rules or regulations have been
        disposed, stored or treated on or about the Premises or the Property
        by Tenant;

     m. Tenant has not received any notice of a prior sale, transfer,
        assignment, pledge or other hypothecation of the Premises or the Lease
        or of the rents provided for therein;

                                        2


     n. Tenant has not filed, and is not currently the subject of any filing,
        voluntary or involuntary, for bankruptcy or reorganization under any
        applicable bankruptcy or creditors rights laws;

     o. the Lease does not give the Tenant any operating exclusives for the
        Property; and

     p. Rent has been paid through ______________ ,2003.

3.   This certification is made with the knowledge that Purchaser is about to
     acquire title to the Property and obtain financing which shall be secured
     by a deed of trust (or mortgage), security agreement and assignment of
     rents, leases and contracts upon the property. Tenant acknowledges that
     Purchaser's interest in the Lease (as landlord) will be assigned to a
     lender as security for the loan. All rent payments under the Lease shall
     continue to be paid to landlord in accordance with the terms of the Lease
     until Tenant is notified otherwise in writing by Buyer's lender or its
     successors and assigns. In the event that a lender succeeds to landlord's
     interest under the Lease, Tenant agrees to attorn to the lender at lender's
     request, so long as the lender agrees that unless Tenant is in default
     under the Lease, the Lease will remain in full force and effect. Tenant
     further acknowledges and agrees that Purchaser (including its lender),
     their respective successors and assigns shall have the right to rely on the
     information contained in this Certificate. The undersigned is authorized to
     execute this Tenant Estoppel Certificate on behalf of Tenant.


                                                      [TENANT]
                                                      By:
                                                      Its:
                                                          ----------------------
                                                      Date:           , 2003
                                                           -----------

                                        3


                                    EXHIBIT I

                              INTENTIONALLY DELETED



                                    EXHIBIT J

                                  FORM OF DEED

          [Subject to review by local counsel before December 16, 2003]

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

________________________
________________________
________________________

MAIL TAX STATEMENTS TO:
SAME AS ABOVE
- --------------------------------------------------------------------------------
                                           (ABOVE SPACE FOR RECORDER'S USE ONLY)

                                   GRANT DEED

     The undersigned Grantor declares that Documentary Transfer Tax is not part
of the public records.

     FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
_______________________, grants to _________________________, all that certain
real property located in the City of ______________, County of ______________,
State of ____________, which is more particularly described in Schedule 1,
attached hereto and incorporated herein by this reference; subject to:

     1.   All matters of record;

     2.   All matters which a physical inspection or accurate survey of the
          above property would show.

     IN WITNESS WHEREOF, this Grant Deed has been executed as of the date listed
below.

Dated Executed by Grantor: _______, 2003

                                        GRANTOR:


                                        --------------------------


                                        By:
                                           -----------------------
                                        Name:
                                             ---------------------
                                        Title:
                                              --------------------



                            SCHEDULE 1 TO GRANT DEED

                       LEGAL DESCRIPTION OF REAL PROPERTY



                                    EXHIBIT K

                              FORM OF BILL OF SALE

     FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby
acknowledged, _______________________________ ("SELLER"), does hereby grant,
bargain, sell, convey, assign, transfer, and deliver to _______________________
("BUYER"), all of Seller's right, title and interest in and to all appliances,
fixtures, equipment, machinery, furniture, furnishings, decorations and other
personal property, if any, located on or about that certain real property
described in EXHIBIT A, attached hereto and incorporated by reference (the
"PROPERTY").

     Seller covenants that it will, at any time and from time to time upon
written request therefor, at Buyer's sole expense and without the assumption of
any additional liability thereby, execute and deliver to Buyer, its nominees,
successors and/or assigns, any new or confirmatory instruments and do and
perform any other acts which Buyer, its nominees, successors and/or assigns, may
reasonably request in order to fully assign and transfer to and vest in Buyer,
its nominees, successors and/or assigns, and protect its or their rights, title
and interest in and enjoyment of, all of the assets of Seller intended to be
transferred and assigned hereby, or to enable Buyer, its nominees, successors
and/or assigns, to realize upon or otherwise enjoy any such assets.

     This Agreement may be executed in any number of identical counterparts, and
each counterpart hereof shall be deemed to be an original instrument, but all
counterparts hereof taken together shall constitute but a single instrument.


                            (SIGNATURE PAGE FOLLOWS)



     IN WITNESS WHEREOF, the parties have signed and delivered this Bill of Sale
as of the_____day of____________, 2003.

                                            SELLER:

                                            -----------------------------, a

                                            -----------------------------


                                            By:
                                               --------------------------
                                            Name:
                                                 ------------------------
                                            Title:
                                                  -----------------------


                                            By:
                                               --------------------------
                                            Name:
                                                 ------------------------
                                            Title:
                                                  -----------------------

                                        2


                            EXHIBIT A TO BILL OF SALE

                              Property Description



                                    EXHIBIT L

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND SERVICE CONTRACTS dated as of
_______________, 2003 (this "ASSIGNMENT"), is made by ______________________
("ASSIGNOR"), in favor of _____________________ ("ASSIGNEE").

                                 R E C I T A L S

     A.   Assignor, as "Seller", and Assignee, as "Buyer", have entered into
that Purchase and Sale Agreement and Joint Escrow Instructions ("PURCHASE
AGREEMENT") dated as of ________________, 2003 ("PURCHASE AGREEMENT"), for the
purchase and sale of certain real property commonly known as _________________,
City of ___________________, County of _________________, State of
________________ (the "PROPERTY"), as more particularly described in the
Purchase Agreement.

     B.   Concurrently herewith, pursuant to the Purchase Agreement, Assignor is
transferring and conveying to Assignee all of Assignor's right, title and
interest in and to the Property.

     C.   Assignor desires to assign to Assignee, and Assignee desires to take
assignment of and assume the Leases and Contracts (defined below).

     NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is
acknowledged:

     1.   Assignor hereby assigns and transfers to Assignee all present and
future right, title and interest of Assignor in, to and under the leases
described on EXHIBIT A attached hereto and incorporated herein (collectively,
the "LEASES"), together with any guaranties of any of the Leases in favor of
Assignor, any and all rights, title, estates and interests of Assignor in and to
such security deposits and prepaid rents, if any, as have been paid to Assignor
pursuant to such Leases and not previously applied pursuant to the Leases.

     2.   Assignor hereby assigns and transfers to Assignee all of Assignor's
right, title and interest in and to (a) those service contracts listed on
EXHIBIT B, attached hereto and incorporated by reference (the "CONTRACTS"); (b)
any and all extensions, renewals, modifications and amendments with respect to
the Contracts; and (c) any and all deposits or other sums now held by Assignor
or by any other party on behalf of Assignor under or with respect to the
Contracts.



     3.   Assignee accepts the foregoing assignment and assumes shall pay,
perform and discharge, as and when due, all of the agreements and obligations of
Assignor under the Contracts and the Leases arising from and after the date
hereof and agrees to be bound by all of the terms and conditions of the
Contracts and the Leases.

     4.   Subject to the limitations on liability contained in the Purchase
Agreement, including, without limitation, Section 9.4 of the Purchase Agreement,
Assignor shall be responsible for any breach or default under the Leases arising
and accruing during Seller's period of ownership, excepting any such breach or
default related to the physical or environmental condition of the Property.

     4.   The provisions of this Assignment shall be binding upon, and shall
inure to the benefit of the successors and assigns of Assignor and Assignee,
respectively.

     5.   This Assignment may be executed in one or more counterparts, all of
which when taken together shall constitute one and the same instrument.


                        [SIGNATURES BEGIN ON NEXT PAGE.]

                                        2


     IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as
of the date first set forth above.

          ASSIGNOR:                 -------------------------, a

                                    -------------------------


                                            By:
                                               --------------------------
                                            Name:
                                                 ------------------------
                                            Title:
                                                  -----------------------

                                            By:
                                               --------------------------
                                            Name:
                                                 ------------------------
                                            Title:
                                                  -----------------------


          ASSIGNEE:                 -------------------------, a

                                    -------------------------


                                    By:
                                       ----------------------------------
                                    Name:
                                         --------------------------------
                                    Title:
                                          -------------------------------

                                    By:
                                       ----------------------------------
                                    Name:
                                         --------------------------------
                                    Title:
                                          -------------------------------

                                        3


                EXHIBIT A TO FORM OF ASSIGNMENT AND ASSUMPTION OF
                          LEASES AND SERVICE CONTRACTS


                                     Leases



                EXHIBIT B TO FORM OF ASSIGNMENT AND ASSUMPTION OF
                          LEASES AND SERVICE CONTRACTS

                                Service Contracts



                                    EXHIBIT M

                           FORM OF GENERAL ASSIGNMENT

     THIS GENERAL ASSIGNMENT (this "ASSIGNMENT") is made and entered into this
________ day of _________, 2003, by and between ___________, a ______________
("ASSIGNOR"), and __________, a ___________ ("ASSIGNEE"),

     FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which
are hereby acknowledged, Assignor grants, sells, transfers, conveys and assigns
to Assignee, to the extent assignable by Assignor, all right, title and interest
of Assignor in and to all warranties, permits, franchises, licenses,
certificates of occupancy, soil and other reports and studies, surveys, maps,
utility contracts, plans and specifications, engineering plans and studies,
floor plans and landscape plans ("INTANGIBLE PERSONAL PROPERTY") relating to
that certain real property commonly known as __________, located in the city of
San Jose, County of Santa Clara, State of California, and more particularly
described in EXHIBIT A attached hereto.

     Assignor covenants that it will, at any time and from time to time upon
written request therefor, at Assignee's sole expense and without the assumption
of any additional liability therefor, execute and deliver to Assignee, and its
successors and assigns, any new or confirmatory instruments and take such
further acts as Assignee may reasonably request to fully evidence the assignment
contained herein and to enable Assignee, and its successors and assigns, to
fully realize and enjoy the rights and interests assigned hereby.

     The provisions of this Assignment shall be binding upon, and shall insure
to the benefit of, the successors and assigns of Assignor and Assignee,
respectively.

     This Assignment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall
constitute one and the same instrument.


                         [SIGNATURE BEGINS ON NEXT PAGE]



     IN WITNESS WHEREOF, the parties have executed this Assignment effective as
of the date first above written.


          ASSIGNOR:                 -------------------------------------, a

                                    -------------------------------------


                                    By:
                                       ----------------------------------
                                    Name:
                                         --------------------------------
                                    Title:
                                          -------------------------------


          ASSIGNEE:                 -------------------------------------, a

                                    -------------------------------------


                                    By:
                                       ----------------------------------
                                    Name:
                                         --------------------------------
                                    Title:
                                          -------------------------------

                                        2


                     EXHIBIT A TO FORM OF GENERAL ASSIGNMENT

                                Legal Description



                                    EXHIBIT N

                            FORM OF OWNER'S STATEMENT

     The undersigned ("Owner") hereby certifies to Chicago Title Insurance
Company ("Title Company") that, to Owner's knowledge, the following statements
are true with respect to the real property (the "Property") described in the
Preliminary Title Report (the "Title Report") issued by Title Company as of
__________, under order number ___________.

1.   Except for (a) work that has been performed in tenant spaces in the
previous 120 days or is presently being performed in tenant spaces, and (b) work
that has been performed or is currently being performed or supplies that have
been furnished or are currently being furnished by the materialmen, suppliers
and contractors identified on Schedule "2" attached hereto, there are no past
due bills for the performance of labor at, or the provision of materials or
supplies for, the Property performed or provided at the written request, or with
the written approval, of Owner, other than those that will be paid in the
ordinary course of business.

2.   The only permitted occupants of the Property are tenants under leases (and
their subtenants) with rights of possession only, which leases are listed on the
lease summary attached as Schedule "3", and any person or entity identified on
Schedule B to the Title Report.

3.   Other than that certain Purchase and Sale Agreement and Joint Escrow
Instructions dated as of __________ by and between the undersigned and Lexington
Corporate Properties Trust (as amended, the "Purchase Agreement), the
undersigned has not entered into any options to purchase the Property or rights
of first refusal to purchase the Property, either pursuant to written leases or
by separate agreements.

4.   Other than the Purchase Agreement, the undersigned has not entered into any
unrecorded sale contracts, deeds, mortgages or purchase options affecting the
Subject Property or improvements thereon, which are presently in effect, except
as set forth in the Title Report.

     The undersigned makes these statements for the purpose of inducing the
Title Company to issue the endorsements to one or more of the owner's or loan
policies in connection with a transaction by Owner with respect to the Property
and not in connection with the issuance of any subsequent policy, and this
Owner's Statement shall not be disclosed, released or quoted to or relied upon
by any other person.

     Any statement "to the undersigned's knowledge" (or similar phrase) shall
mean that the undersigned have no knowledge that such statement is untrue (and,
for this purpose, the undersigned's knowledge shall mean the present actual
knowledge excluding constructive or imputed knowledge of Mike Erb, but such
individual shall not have any personal liability in connection herewith).
Notwithstanding anything to the contrary herein, (1) any cause of action for a
breach of this Certificate shall survive until 6 months after the date hereof,
at which time the provisions hereof (and any cause of action resulting from any
breach not then in litigation in Marin County, California) shall terminate; and
(2) to the extent the Title Company shall have knowledge as of the date hereof
that any of the statements contained herein is false or inaccurate, then the
undersigned shall have no liability with respect to the same.



     This Certificate is executed as of the __________ day of __________, 2003


          By:
          Name:
          Title:



                                    EXHIBIT O

                                 E&O LEASE TERMS

DATE OF LEASE                       December 10, 2003

PROPERTY:                           Larkspur Landing Shopping Center
                                    Larkspur, California

LANDLORD AND ADDRESS:               Larkspur Landing, LLC,
                                     a Delaware limited liability company
                                    c/o Simeon Commercial Properties
                                    655 Montgomery Street, Suite 1190
                                    San Francisco, California 94111
                                    Attention: Rajiv Parikh

TENANT AND ADDRESS FOR              E&O Larkspur, LLC.
NOTICES:                            c/o E&O Trading Company
                                    314 Sutter Street
                                    San Francisco, California
                                    Attention: Christopher Hemmeter

PREMISES, BUILDING AND              Suite 2231, Larkspur Landing Circle 6,300
RENTABLE AREA:                      rentable square feet consisting of 4,880
                                    square feet on the ground floor plus 1,420
                                    square feet on the second level as depicted
                                    on the lease outline drawing attached hereto
                                    as Exhibit A (plus the use of approximately
                                    1000 square feet in the Patio Area as
                                    defined in Section 1(b) of the Lease).

TERM:                               15 years

RENEWAL OPTION:                     2 five (5) year renewal options

VALET:                              Landlord will contribute $15,000 for the
                                    costs incurred by Tenant in establishing a
                                    valet parking program.

INITIAL BASE RENT:                  Months            Monthly Base Rent
                                    1 - 60            $15,120.00
                                    61 - 120          $17,388.00
                                    121 - 180         $19,996.20

                                    Tenant shall pay the Base Rent for the first
                                    full calendar month of the Term in the
                                    amount of $15,120.00 upon the Commencement
                                    Date.



PERCENTAGE RENT:                    A sum equal to six percent (6%) of the
                                    amount by which Percentage Rent Sales during
                                    each calendar year of the Term (including
                                    extensions) exceed the natural breakpoint
                                    established by applying six percent (6%) to
                                    the Monthly Base Rent for the Premises on an
                                    annualized basis. The foregoing amounts of
                                    Percentage Rent Sales shall be adjusted each
                                    time that the Monthly Base Rent is adjusted
                                    in the same proportion as Monthly Base Rent
                                    is adjusted. For example, the natural
                                    breakpoint during the first through the
                                    fifth Lease Years is $3,024,000.00
                                    (181,440/.06); the natural breakpoint during
                                    the sixth through tenth Lease Year is
                                    $3,477,600.00 (208,656/.06) and the natural
                                    breakpoint during the eleventh through the
                                    fifteenth Lease Year is $3,999,240.00
                                    (239,954.40/.06). The foregoing natural
                                    breakpoint is hereinafter referred to as the
                                    "Annual Breakpoint".

RENTABLE AREA OF LARKSPUR           173,420 rentable square feet
LANDING CENTER:

TENANT'S PERCENTAGE SHARE           3.633%
OF PROPERTY:

MONTHLY ADVERTISING &               $1.55 per square foot per annum
PROMOTIONAL EXPENSE:

TENANT'S TRADE NAME:                E&O Trading Company, or such other name as
                                    Tenant uses in its other locations.

USE:                                Operation of first class, full service
                                    casual Asian cuisine restaurant, including a
                                    catering business and take-out business,
                                    with a bar and/or lounge for the service of
                                    alcoholic beverages. The Premises may also
                                    be used for the incidental sale of related
                                    merchandise. A portion of the Premises may
                                    be used for Tenant's general office
                                    operations.

TENANT IMPROVEMENT                  $630,000.00
ALLOWANCE:

BASE BUILDING                       Up to $500,000.00
CONTRIBUTION:

LANDLORD'S BROKER:                  Terranomics Retail Services and Stanners &
                                    Associates, SIMEON Commercial Properties.

                                    Leasing Commission: $189,888.30

EX-10.67

                                                                   Exhibit 10.67

Larkspur Landing Shopping Center

                                   ASSIGNMENT

     This Assignment is made as of the 14th day of January 2004 by INLAND REAL
ESTATE ACQUISITIONS, INC., an Illinois corporation ("Assignor") to and for the
benefit of INLAND WESTERN LARKSPUR, 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 Buyer under the terms of a
Purchase and Sale Agreement dated as of December 12, 2003, as amended and
entered into by Larkspur Landing, LLC, a Delaware limited liability company, as
Seller, and Assignor, as Buyer (collectively, the "Agreement").

     Assignor represents and warrants that it is the Buyer 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 Buyer under the Agreement, and (ii) indemnify,
defend, protect and hold Assignor harmless from and against all claims and
liabilities arising under the Agreement.

     IN WITNESS WHEREOF, Assignor and Assignee have executed this instrument as
of the date first written above.

                             ASSIGNOR:

                             INLAND REAL ESTATE ACQUISITIONS, INC.
                             an Illinois corporation

                             By: /s/ Lou Quilici
                                ------------------------------
                             Name:  LOU QUILICI
                                   ---------------------------
                             As Its: SR V P
                                    --------------------------


                             ASSIGNEE:

                             INLAND WESTERN LARKSPUR, L.L.C.,
                             a Delaware limited liability company

                             By: Inland Western Retail Real Estate Trust, Inc.,
                             a Maryland corporation

                             By: /s/ [ILLEGIBLE]
                                ------------------------------
                             Name:  [ILLEGIBLE]
                                   ---------------------------
                             As Its: Authorised Agent
                                    --------------------------

EX-10.68

                                                                   Exhibit 10.68

The Promenade at Red Cliff
St. George
Amendment to Agreement

                             AMENDMENT TO AGREEMENT

     THIS AMENDMENT TO AGREEMENT (the "Amendment") is made and entered into as
of the 13th of February 2004, by and between THE PROMENADE AT RED CLIFF, a
California limited partnership ("Seller") and INLAND WESTERN ST. GEORGE, L.L.C.,
a Delaware limited liability company and INLAND REAL ESTATE ACQUISITIONS, INC.
("IREA") ("Buyer").

                              W I T N E S S E T H:

     WHEREAS, Seller and Buyer entered into that certain Letter Agreement dated
December 17, 2003 as amended (the "Agreement"), for the sale and purchase of the
property commonly known as Promenade at Red Cliff Shopping Center located in St.
George, Utah, (the "Property").

     Whereas, Buyer and Seller have mutually agreed to amend certain provisions
of the Agreement.

     NOW THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Buyer and Seller agree as follows:

     1.   The Purchase Price for the Property is hereby revised from
          "$19,618,000" to "$19,532,640."
     2.   Seller hereby agrees to indemnify, defend and hold Buyer harmless from
          and against any and all loss, cost, or claim of expenses incurred by
          Buyer resulting from a claim by Hollywood Entertainment Corporation
          under the provisions to its lease dated June 25, 1998 ("Hollywood")
          for off-set of rent and/or recoverable expenses, as referenced in its
          estoppel dated February 3, 2003, for reimbursement of overpayment of
          common area maintenance, insurance and/or real estate tax
          contributions for the period beginning with calendar year 1998 through
          calendar year 2003. Seller has not yet provided Hollywood with the
          common area maintenance, insurance and real estate tax property
          records for 2003 and Seller hereby covenants and agrees to deliver
          such property records to Hollywood no later than March 31, 2004.
     3.   The terms of this Amendment shall survive the Closing of the
          transaction between Seller and Buyer.
     4.   This Amendment may be executed in one or more counterparts, each of
          which shall constitute an original and all of which taken together
          shall



The Promenade at Red Cliff
St. George
Amendment to Agreement

          constitute one Agreement. Each person executing this Amendment
          represents that such person has full authority and legal power to do
          so and bind the party on whose behalf he or she has executed this
          Amendment. Any counterpart to this Amendment may be executed by
          facsimile copy and shall be binding on the parties.

     Except as modified herein, the Agreement shall remain unmodified and in
full force and effect.

                             Seller:

                             PROMENADE AT RED CLIFF,
                             A California limited partnership

                             By: /s/ Red Cliff Inc.,
                                ---------------------------------
                             Name:  [ILLEGIBLE]
                                  -------------------------------
                             Title: [ILLEGIBLE]
                                   ------------------------------


                             Purchaser:

                             INLAND WESTERN ST. GEORGE, L.L.C.,
                             a Delaware limited liability company

                             By: Inland Western Retail Real Estate Trust, Inc.,
                             a Maryland corporation

                             By: /s/ Lou Quilici
                                ---------------------------------
                             Name:   LOU QUILICI
                                  -------------------------------
                             As Its: AUTHORIZE AGENT
                                    -----------------------------

                                        2


[INLAND (R) LOGO]

INLAND REAL ESTATE ACQUISITIONS, INC.
2901 Butterfield Road
Oak Brook, IL 60523
Phone: (630) 218-4948 Fax: 4935
www.Inlandgroup.com

                                                       REVISED:
                                                       DECEMBER 17, 2003

Day Star Development (Seller)
c/o: Yehuda Netanel
5959 Topanga Canyon, Suite 285
Woodland Hills, CA 91367

       Re:   THE PROMENADE AT RED CLIFF
             ST. GEORGE, UT

Dear Mr. Netanel:

     This letter represents this corporation's offer to purchase the Promenade
at Red Cliff Shopping Center with 94,936 net rentable square feet, situated on
approximately ________ acres of land, located 250 N. Red Cliffs, St. George,
Utah.

     The above property shall include all the land and buildings and common
facilities, as well as all personalty within the buildings and common areas,
supplies, landscaping equipment, and any other items presently used on the site
and belonging to owner, and all intangible rights relating to the property.

     This corporation or its nominee will consummate this transaction on the
following basis:

     1.   The total purchase price shall be $19,636,000.00 all cash, plus or
          minus prorations, WITH NO MORTGAGE CONTINGENCIES, to be paid at
          CLOSING. PURCHASER SHALL HAVE UNTIL FEBRUARY 4, 2004 TO COMPLETE IT'S
          DUE DILIGENCE AND CLOSING SHALL BE ON FEBRUARY 11, 2004.

          Purchaser shall allocate the land, building and depreciable
          improvements prior to closing.

     2.   Seller represents and warrants (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that the above referenced property is leased to the
          tenants described on Exhibit A on triple net leases covering the
          building and all of the land, parking areas, reciprocal easements and
          REA/OEA agreements (if any), for the entire terms and option periods.
          Any concessions given to any tenants that extend beyond the closing
          day shall be settled at closing by Seller giving a full cash credit to
          Purchaser for any and all of those concessions.

     3.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that the property is free of violations, and the interior
          and exterior structures are in a good state of repair, free of leaks,
          structural problems, and mold, and the property is in full compliance
          with Federal, State, City and County ordinances, environmental laws
          and concerns, and no one has a lease that exceeds the lease term
          stated in said leases, nor does anyone have an option or right of
          first refusal to purchase or extend, nor is there any contemplated
          condemnation of any part of the property, nor are there any current or
          contemplated assessments.

     4.   Seller warrants and represents (TO THE BEST OF THE SELLER'S
          KNOWLEDGE), that during the term of the leases the tenants and
          guarantors are responsible for and pay all operating expenses relating
          to the property on a prorata basis, including but not limited to, real
          estate taxes, REA/OEA agreements, utilities, insurance, all common
          area maintenance, parking lot and the building, etc.



                                                                          PAGE 2

THE PROMENADE AT RED CLIFF - ST. GEORGE, UT
REVISED: DECEMBER 21, 2003

          Prior to closing, Seller shall not enter into or extend any agreements
          without Purchaser's approval and any contract presently in existence
          not accepted by Purchaser shall be terminated by Seller. Any work
          presently in progress on the property shall be completed by Seller
          prior to closing.

     5.   Ten (10) days prior to closing Seller shall furnish Purchaser with
          estoppel letters acceptable to Purchaser from all tenants, guarantors,
          and parties to reciprocal and/or operating easement agreements, if
          applicable.

     6.   Seller is responsible for payment of any LEASING BROKERAGE FEES or
          commissions which are due any leasing brokers for the existing leases
          stated above or for the renewal of same.

     7.   This offer is subject to Seller supplying to Purchaser prior to
          closing a certificate of insurance from the tenants and guarantors in
          the form and coverage acceptable to Purchaser for the closing.

     8.   Seller shall supply to Purchaser 10 days prior to closing, and Seller
          shall pay for at closing, a certificate which must be acceptable to
          Purchaser from a certified hygienist for environmental concerns that
          there is no asbestos, PCBs, or hazardous substance in the buildings
          and on the property; in other words, a Level 1 environmental audit
          (and Level 2 audit, if required).

     9.   The above sale of the real estate shall be consummated by conveyance
          of a full warranty deed from Seller to Purchaser's designee, with the
          Seller paying any city, state, or county transfer taxes for the
          closing, and Seller agrees to cooperate with Purchaser's lender, if
          any, and the money lender's escrow.

     10.  The closing shall occur through Chicago Title & Trust Company, in
          Chicago, Illinois with Nancy Castro as Escrowee, ON FEBRUARY 4, 2004,
          at which time title to the above property shall be marketable; i.e.,
          free and clear of all liens, encroachments and encumbrances, and an
          ALTA form B owner's title policy with complete extended coverage and
          required endorsements, waiving off all construction, including 3.1
          zoning including parking and loading docks, and insuring all
          improvements as legally conforming uses and not as non-conforming or
          conditional uses, paid by Seller, shall be issued, with all warranties
          and representations being true now and at closing and surviving the
          closing, and each party shall be paid in cash their respective
          credits, including, but not limited to, security deposits, rent and
          expenses, with a proration of real estate taxes based (at Purchaser's
          option) on the greater of 110% of the most recent bill or latest
          assessment, or the estimated assessments for 2002 and 2003 using the
          Assessor's formula for these sales transactions, with a later
          reproration of taxes when the actual bills are received. At closing,
          no credit will be given to Sellers for any past due, unpaid or
          delinquent rents.

     11.  This offer is subject to Purchaser, prior to closing, RECEIVING an
          appraisal of the property prepared by an MAI or other qualified
          appraiser, acceptable to Purchaser or Purchaser's lender, if any, all
          at PURCHASER'S cost NOT TO EXCEED $4,000.00.

     12.  Neither Seller (Landlord) or any CURRENT tenant and guarantor shall be
          in default on any lease or agreement at closing, nor is there any
          threatened or pending litigation.

     13.  Seller warrants and represents that he has paid all unemployment taxes
          to date.

     14.  Prior to closing, Seller shall furnish to Purchaser copies of all
          guarantees and warranties which Seller received from any and all
          contractors and sub-contractors pertaining to the property. This offer
          is subject to Purchaser's satisfaction that all guarantees and
          warranties survive the closing and are assignable and transferable to
          any titleholder now and in the future.



                                                                          PAGE 3

THE PROMENADE AT RED CLIFF - ST. GEORGE, UT
REVISED: DECEMBER 21, 2003

     15.  This offer is subject to the property being 100% occupied at the time
          of closing, with all tenants occupying their space, open for business,
          and paying full rent, including CAM, tax and insurance current, as
          shown on Exhibit A attached. Other than the existing 3,019 square
          feet.

     16.  Seller shall be responsible for payment of a real estate brokerage
          commission, as per their agreement, to NAI Utah & Hudson Jones Said
          commission shall be paid through the closing escrow.

     17.  Fifteen (15) days prior to closing, Seller must provide the title as
          stated above and a current Urban ALTA/ACSM spotted survey in
          accordance with the minimum standard detail requirements for
          ALTA/ACSM Land Title surveys jointly established and adopted by ALTA
          and ACSM in 1999 and includes all Table A optional survey
          responsibilities and acceptable to Purchaser and the title company.

     18.  Seller agrees that prior to closing it shall put all vacant spaces
          into rentable condition and ready for a new tenant to occupy
          immediately in accordance with all applicable laws, codes, etc.,
          including all requirements for a certificate of occupancy for said
          space.

     19.  Seller agrees to immediately make available and disclose all
          information that Purchaser needs to evaluate the above property,
          including all inducements, abatements, concessions or cash payments
          given to tenants, and for CAM, copies of the bills. Seller agrees to
          cooperate fully with Purchaser and Purchaser's representatives to
          facilitate Purchaser's evaluations and reports, including at least a
          one-year audit of the books and records of the property. SAID AUDIT
          SHALL BE AT PURCHASER'S EXPENSES.

     20.

     This offer is, of course, predicated upon the Purchaser's review and
written approval of the existing leases, new leases, lease modifications (if
any), all tenant correspondence, REA/OEA agreements, tenants' and guarantors'
financial statements, sales figures, representations of income and expenses made
by Seller, site inspection, environmental, appraisal, etc., and at least one
year of audited operating statements on said property is required that qualify,
comply with and can be used in a public offering.

     If this offer is acceptable, please sign the original of this letter and
initial each page, keeping copies for your files and returning the original to
me by DECEMBER 29, 2003.

                                          Sincerely,

ACCEPTED:                                 INLAND REAL ESTATE ACQUISITIONS, INC.
                                          or nominee
By:
       ----------------------------
Date:                                     /s/ Lou Quilici
       ----------------------------       ---------------------------------
                                          Lou Quilici
                                          Senior Vice President


                                          /s/ G. Joseph Cosenza
                                          ---------------------------------
                                          G. Joseph Cosenza
                                          Vice Chairman



                             PROMENADE AT RED CLIFF
                                   "EXHIBIT A"

                             PROMENADE AT RED CLIFF
                                Jan. 04 rent roll



                                                                                 CURRENT LEASE TERM
                                               ANNUAL        RENT P/     -----------------------------------
           TENANTS                 S.F.       BASE RENT      S.F. P/YR   COMMENCEMENT DATE   EXPIRATION DATE
- ------------------------------------------------------------------------------------------------------------
                                                                              
OLD NAVY                          19,317   $    266,568.00   $   13.80   December'03        November '08
STAPLES                           22,959   $    258,750.00   $   11.27   June '07            May '12
COLDSTONE CREAMERY                 1,173   $     32,844.00   $   28.00   September '03       August '08
QUIZNOS                            1,424   $     30,216.00   $   21.22   February '99        January 31 '09
COUNTRY CLUTTER                    1,464   $     36,600.00   $   25.00   August '03          July '08
9 MONTHS & BEYOND                    508   $     15,550.00   $   30.61   July '03            June '08
DURANGO GRILL                      2,693   $     75,404.00   $   28.00   March '03           February '08
THOMPSON SMOKEHOUSE                1,365   $     39,585.00   $   29.00   November '03        October '08
SAMURAI 21                         4,057   $     99,315.00   $   24.50   Dec 3, 2003         Dec. 2, 2008
SUPERCUTS                          1,030   $     24,720.00   $   24.00   March '03           February '08
VITAMIN WORLD                      1,291   $     26,880.00   $   20.82   July '02            June '07
FRANKLIN COVEY                     1,206   $     30,150.00   $   25.00   January '03         December '04
PANDA EXPRESS (Base Rent)          1,513   $     36,312.00   $   24.00   December '99        December '05
PANDA EXPRESS (Percentage Rent)            $     22,800.00
SALLY BEAUTY SUPPLY                1,204   $     22,876.00   $   19.00   July '02            June '07
COSMO NAILS                        1,047   $     25,128.00   $   24.00   July '02            July '07
GEN X CLOTHING                     7,816   $    129,001.00   $   16.50   July '02            June '07
PENDING                            3,019   $     72,456.00   $   24.00
PAPA JOHN'S                        1,347   $     35,022.00   $   26.00   January '03         December '07
2 FAT GUYS PIZZA                   4,236   $     91,074.00   $   21.50   March '04           March '09
HOLLYWOOD ENTERTAINMENT            6,220   $    122,328.00   $   19.67   January '97         December '06
BIG 5                             10,058   $    125,352.00   $   12.46   June '97            June '07




                             PROMENADE AT RED CLIFF
                                   "EXHIBIT A"

                                     
TOTALS                            94,947   $  1,618,931.00

EX-31.1

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Exhibit 31.1

This certification is filed as Exhibit 31.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Robert D. Parks, certify that:

1.

I have reviewed this annual report on Form 10-K of Inland Western Retail Real Estate Trust, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors:

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By:	/s/ ROBERT D. PARKS Robert D. Parks Chief Executive Officer
Date:	February 27, 2004

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Exhibit 31.1

EX-31.2

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Exhibit 31.2

This certification is filed as Exhibit 31.2

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Kelly Tucek, certify that:

1.

I have reviewed this annual report on Form 10-K of Inland Western Retail Real Estate Trust, Inc.;

2.

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors:

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

By:	/s/ KELLY TUCEK Kelly Tucek principal financial and accounting officer
Date:	February 27, 2004

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Exhibit 31.2

EX-32.1

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Exhibit 32.1

Certification Pursuant to
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        In connection with the Annual Report on Form 10-K of Inland Western Retail Real Estate Trust, Inc. (the "Company") for the annual period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Robert D. Parks, as Chief Executive Officer of the Company, and Kelly Tucek, as principal financial and accounting officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Name:	/s/ ROBERT D. PARKS Robert D. Parks Chief Executive Officer
Date:	February 27, 2004
Name:	/s/ KELLY TUCEK Kelly Tucek principal financial and accounting officer
Date:	February 27, 2004

        This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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Exhibit 32.1