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                                                                   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.

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       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

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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

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("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,

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                     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;

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              (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;

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                     (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;

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                     (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

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                            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

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                            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
<Page>

                     "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
<Page>

                     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
<Page>

                     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
<Page>

                     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
<Page>

              (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
<Page>

                            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
<Page>

                            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
<Page>

              (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
<Page>

                     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
<Page>

                     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
<Page>

                     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
<Page>

              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
<Page>

              (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
<Page>

              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
<Page>

              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
<Page>

                     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
<Page>

       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
<Page>

              (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
<Page>

                     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
<Page>

              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
<Page>

              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
<Page>

                     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
<Page>

                     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
<Page>

       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
<Page>

       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
<Page>

       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
<Page>

                     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
<Page>

                          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

<Page>

                                    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
<Page>

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
<Page>

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
<Page>

          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
<Page>

                                    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
<Page>

     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
<Page>

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
<Page>

     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
<Page>

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
<Page>

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
<Page>

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

<Page>

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

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La Plaza del Norte


                                    Exhibit A

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La Plaza del Norte


                                    Exhibit B


                                      None