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                                                                  Exhibit 10.398

FLORIDA DOCUMENTARY STAMP TAX IN THE AMOUNT OF $39,173.75 HAS BEEN AFFIXED TO
THE RECORDED INSTRUMENT PURSUANT TO SECTION 201.08, FLORIDA STATUTES.

                                 PROMISSORY NOTE

                                                              New York, New York
$11,192,500.00                                                 November 12, 2004

          FOR VALUE RECEIVED, INLAND WESTERN MIAMI 19TH STREET, L.L.C., a
Delaware limited liability company, having its principal place of business at
2901 Butterfield Road, Oak Brook, Illinois 60523, a maker hereunder (referred to
herein as "BORROWER"), hereby unconditionally promises to pay to the order of
BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having
an address at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of ELEVEN MILLION ONE HUNDRED NINETY TWO THOUSAND
FIVE HUNDRED AND 00/100 DOLLARS ($11,192,500.00), in lawful money of the United
States of America with interest thereon to be computed from the date of this
Note at the Interest Rate, and to be paid in accordance with the terms of this
Note and that certain Loan Agreement, dated as of the date hereof, between
Borrower and Lender (the "LOAN AGREEMENT"). All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.

                                    ARTICLE 1

                                  PAYMENT TERMS

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

                                    ARTICLE 2

                            DEFAULT AND ACCELERATION

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

                                    ARTICLE 3

                                 LOAN DOCUMENTS

          This Note is secured by the Mortgage and the other Loan Documents. All
of the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as

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if they were fully set forth herein. In the event of a conflict or inconsistency
between the terms of this Note and the Loan Agreement, the terms and provisions
of the Loan Agreement shall govern.

                                    ARTICLE 4

                                 SAVINGS CLAUSE

          Notwithstanding anything to the contrary, (a) all agreements and
communications between Borrower and Lender are hereby and shall automatically be
limited so that, after taking into account all amounts deemed interest, the
interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds
the lawful maximum, all such interest shall be amortized, prorated, allocated
and spread over the full amount and term of all principal indebtedness of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to receive interest in excess of the lawful maximum, any such
excess shall be deemed to have been applied (without prepayment penalty or
premium) toward payment of the principal of any and all then outstanding
indebtedness of Borrower to Lender, or if there is no such indebtedness, shall
immediately be returned to Borrower.

                                    ARTICLE 5

                                 NO ORAL CHANGE

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

                                    ARTICLE 6

                                     WAIVERS

          Borrower and all others who may become liable for the payment of all
or any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership,

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and the term "Borrower," as used herein, shall include any alternate or
successor partnership, but any predecessor partnership and their partners shall
not thereby be released from any liability. If Borrower is a limited liability
company, the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the members comprising the company, and the term
"Borrower," as used herein, shall include any alternate or successor company,
but any predecessor company shall not thereby be released from any liability. If
Borrower is a corporation, the agreements contained herein shall remain in full
force and applicable notwithstanding any changes in the shareholders comprising,
or the officers and directors relating to, the corporation, and the term
"Borrower" as used herein, shall include any alternative or successor
corporation, but any predecessor corporation shall not be relieved of liability
hereunder. (Nothing in the foregoing sentence shall be construed as a consent
to, or a waiver of, any prohibition or restriction on transfers of interests in
such entity which may be set forth in the Loan Agreement, the Mortgage or any
other Loan Document.)

                                    ARTICLE 7

                                    TRANSFER

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

                                    ARTICLE 8

                                   EXCULPATION

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

                                    ARTICLE 9

                                  GOVERNING LAW

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

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                                   ARTICLE 10

                                     NOTICES

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


          [THE BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

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

                                    BORROWER:

                                    INLAND WESTERN MIAMI 19TH STREET,
                                    L.L.C., a Delaware limited liability company

                                    By: Inland Western Retail Real Estate Trust,
                                        Inc., a Maryland corporation, its sole
                                        member


                                        By:  /s/ Valerie Medina
                                             -------------------------------
                                             Name:  Valerie Medina
                                             Title: Assistant Secretary

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                                 ACKNOWLEDGMENT

STATE OF ILLINOIS

COUNTY OF DUPAGE

          The foregoing instrument was acknowledged before me this 11th day of
November, 2004, by Valerie Medina as Assistant Secretary of INLAND WESTERN
RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, which is the sole member
and manager of INLAND WESTERN MIAMI 19TH STREET, L.L.C., a Delaware limited
liability company, who executed the foregoing instrument, and acknowledged the
execution thereof to be his/her free act and deed as such officer on behalf of
said corporation in its capacity as sole member and manager of said limited
liability company for the use and purposes therein mentioned, and the said
instrument is the act and deed of said corporation and limited liability
company. He/She is personally known to me or who has produced __________ as
identification.

          My commission expires:


[Notarial Seal]                              /s/ Kimberly A Mitchell
                                             ---------------------------------
          OFFICIAL SEAL                      Print Name:
       KIMBERLY A MITCHELL                   Notary Public
NOTARY PUBLIC - STATE OF ILLINOIS            Serial Number:
 MY COMMISSION EXPIRES: 03-12-07                           -------------------

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