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                                                                   Exhibit 10.72

Prepared by and after recording return to:

Principal Life Insurance Company
801 Grand Avenue
Des Moines, IA 50392-1360
ATTN:    Commercial Real Estate - Closing
         Carol Kraayenbrink

                        DEED OF TRUST, SECURITY AGREEMENT
                             AND ASSIGNMENT OF RENTS
                                LOAN NO. 753865

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 April 6,
2004, by and between INLAND SOUTHEAST KING'S GRANT, L.L.C., a Delaware limited
liability company, having its principal place of business and post office
address at 2901 Butterfield Road, Oak Brook, Illinois 60523, as "BORROWER"
("Borrower" to be construed as "Borrowers" if the context so requires), S. P.
FRANZENBURG, an individual of Polk County, whose address is 801 Grand Avenue,
Des Moines, Iowa 50392-1450, as "TRUSTEE", and PRINCIPAL LIFE INSURANCE COMPANY,
an Iowa corporation, having a principal place of business and post office
address c/o Principal Real Estate Investors, LLC at 801 Grand Avenue, Des
Moines, Iowa 50392-1450, as "LENDER".

                                   WITNESSETH:

B.   Borrower is justly indebted to Lender for money borrowed (the "LOAN") in
the original principal sum of Five Million Three Hundred Forty-two Thousand and
00/100 Dollars ($5,342,000.00) (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

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Loan Amount, together with all accrued and unpaid interest thereon, interest
accrued at the Default Rate (if any), Late Charges (if any), the Make Whole
Premium (if any), and all other obligations and liabilities due or to become due
to Lender pursuant to the Loan Documents and all other amounts, sums and
expenses paid by or payable to Lender pursuant to the Loan Documents and the
Environmental Indemnity (collectively the "INDEBTEDNESS") until the Indebtedness
has been paid, but in any event, the unpaid balance (if any) remaining due on
the Note shall be due and payable on May 1, 2009 or such earlier date resulting
from the acceleration of the Indebtedness by Lender (the "MATURITY DATE").
Capitalized terms used herein and not otherwise defined shall have those
meanings given to them in the other Loan Documents.

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 and convey,
in Trust, with full power of sale as provided by law unto Trustee, its heirs,
successors and assigns forever, that certain real estate and all of Borrower's
estate, right, title and interest therein, located in the county of Cabarrus,
state of North Carolina, more particularly described in EXHIBIT A attached
hereto and made a part hereof (the "LAND"), which Land, together with the
following described property, rights and interests, is collectively referred to
herein as the "PREMISES".

D.   Together with Borrower's interest as lessor in and to all Leases and all
Rents, which are pledged primarily and on a parity with the Land and not
secondarily.

E.   Together with all and singular the tenements, hereditaments, easements,
appurtenances, passages, waters, water courses, riparian rights, sewer rights,
rights in trade names, licenses, permits and contracts and all other rights,
liberties and privileges of any kind or character in any way now or hereafter
appertaining to the Land, including but not limited to, homestead and any other
claim at law or in equity as well as any after-acquired title, franchise or
license and the reversion and reversions and remainder and remainders thereof.

F.   Together with the right in the case of foreclosure hereunder of the
encumbered property for Lender to take and use the name by which the buildings
and all other improvements situated on the Premises are commonly known and the
right to manage and operate the said buildings under any such name and variants
thereof.

G.   Together with all right, title and interest of Borrower in any and all
buildings and improvements of every kind and description now or hereafter
erected or placed on the said Land and all materials intended for construction,
reconstruction, alteration and repairs of such buildings and improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Premises immediately upon the delivery thereof to the Premises, and
all fixtures now or hereafter owned by Borrower and attached to or contained in
and used in connection with the Premises including, but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture, furnishings, equipment and personal property owned
by Borrower used or useful in the

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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 agreement under the Uniform
Commercial Code for the purpose of creating hereby a security interest in such
property which Borrower hereby grants to Lender as secured party. Borrower
authorizes Lender at any time until the Indebtedness is paid in full, to prepare
and file any and all Uniform Commercial Code financing statements, amendments,
assignments, terminations and the like, necessary to create and/or maintain a
prior security interest in such property all without Borrower's execution of the
same.

H.   Together with all right, title and interest of Borrower, now or hereafter
acquired, in and to any and all strips and gores of land adjacent to and used in
connection with the Premises and all right, title and interest of Borrower, now
owned or hereafter acquired, in, to, over and under the ways, streets, sidewalks
and alleys adjoining the Premises.

I.   Together with all funds now or hereafter held by Lender under any escrow
security agreement or under any of the terms hereof, including but not limited
to funds held under the provisions of paragraph 5 hereof, insurance proceeds
from all insurance policies required to be maintained by Borrower under the Loan
Documents (subject to the balance of the terms contained in this Deed of Trust)
and all awards, decrees, proceeds, settlements or claims for damage now or
hereafter made to or for the benefit of Borrower by reason of any damage to,
destruction of or taking of the Premises or any part thereof, whether the same
shall be made by reason of the exercise of the right of eminent domain or by
condemnation or otherwise (a "TAKING").

J.   TO HAVE AND TO HOLD the same unto Trustee, Trustee's heirs, successors and
assigns, upon the trusts, covenants and agreements herein expressed.

K.   Borrower represents that it is the absolute owner in fee simple of the
Premises described in Exhibit A, which Premises are free and clear of any liens
or encumbrances except as set out in Exhibit B attached hereto, and except for
taxes which are not yet due or delinquent. Borrower shall forever warrant and
defend the title to the Premises against all claims and demands of all persons
whomsoever and will on demand execute any additional instrument which may be
required to give Trustee a valid first lien on all of the Premises, subject to
the "PERMITTED ENCUMBRANCES" set forth in Exhibit B.

L.   Borrower further represents that (i) the Premises is not subject to any
casualty damage; (ii) Borrower has not received any written notice of any
eminent domain or condemnation proceeding affecting the Premises; and (iii) to
the best of Borrower's knowledge following due and diligent inquiry, there are
no actions, suits or proceedings pending, completed or threatened 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

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local, state, federal or foreign) that, individually or in the aggregate, could
reasonably be expected by Lender to be material to the transaction contemplated
hereby.

M.   Borrower further represents and warrants that as of the date hereof and
until the Indebtedness is paid in full: (i) Borrower is not and will not be an
"employee benefit plan" as defined in Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), which is subject to Title I
of ERISA; (ii) the assets of Borrower do not and will not constitute "plan
assets" of one or more such plans for purposes of Title I of ERISA; (iii)
Borrower is not and 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 within fifteen
                  (15) days of the due date thereof or such period of time as
                  may be permitted by North Carolina law, to cover the expense
                  involved in handling such late payment;

          (c)     pay on or before the due date thereof any indebtedness
                  permitted to be incurred by Borrower pursuant to the Loan
                  Documents and any other claims which could become a lien on
                  the Premises (unless otherwise specifically addressed in
                  paragraph 1(e) hereof), and upon request of Lender exhibit
                  satisfactory evidence of the discharge thereof;

          (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

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                  after Borrower has knowledge of such lien or claim, contest
                  the validity or amount of any such lien or claim and defer
                  payment and discharge thereof during the pendency of such
                  contest in the manner provided by law, provided that (i) such
                  contest may be made without the payment thereof; (ii) such
                  contest shall prevent the sale or forfeiture of the Premises
                  or any part thereof, or any interest therein, to satisfy such
                  lien or claim; (iii) Borrower shall have obtained a bond over
                  such lien or claim from a bonding company acceptable to Lender
                  which has the effect of removing such lien or collection of
                  the claim or lien so contested; and (iv) Borrower shall pay
                  all costs and expenses incidental to such contest; and further
                  provided, that in the event of a final, non-appealable ruling
                  or adjudication adverse to Borrower and provided the court of
                  jurisdiction has not granted a stay of the enforcement of the
                  ruling or judgment, Borrower shall promptly pay such claim or
                  lien, shall indemnify and hold Lender and the Premises
                  harmless from any loss for damage arising from such contest
                  and shall take whatever action necessary to prevent sale,
                  forfeiture or any other loss or damage to the Premises or to
                  the Lender;

          (f)     comply, and cause each lessee or other user of the Premises to
                  comply, with all requirements of law and ordinance, and all
                  rules and regulations, now or hereafter enacted, by
                  authorities having jurisdiction of the Premises and the use
                  thereof, including but not limited to all covenants,
                  conditions and restrictions of record pertaining to the
                  Premises, the Improvements, and the use thereof (collectively,
                  "LEGAL REQUIREMENTS");

          (g)     subject to the provisions of paragraph 6 hereof, promptly
                  repair, restore or rebuild any Improvements now or hereafter a
                  part of the Premises which may become damaged or be destroyed
                  by any cause whatsoever, so that upon completion of the
                  repair, restoration and rebuilding of such Improvements, there
                  will be no liens of any nature arising out of the construction
                  and the Premises will be of substantially the same character
                  and quality as it was prior to the damage or destruction;

          (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

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                  new policy or endorsement which may be reasonably required to
                  assure Lender of such continuing coverage;

          (j)     execute any and all documents which may be required to perfect
                  the security interest granted by this Deed of Trust;

          (k)     remain a Single-Purpose Entity;

          (l)     furnish Lender with copies of the 2005 tax bills for the
                  Premises evidencing that the Premises has been separately
                  assessed for real estate taxing purposes on or prior to July
                  31, 2005. (It is Lender's understanding that the following tax
                  parcel numbers have been established, however, bills have not
                  yet been issued: Toys R Us Parcel 5.17 acres 4589-84-7455; Red
                  Lobster 1.15 acres 4589-84-5209; Olive Garden 1.27 acres
                  4589-84-6194 and Jared Jewelers 4.51 acres 4589-94-0652.)

     2.   Borrower shall not:

          (a)     except as required by applicable Legal Requirements, construct
                  any building or structure nor make any alteration or addition
                  (other than normal repair and maintenance) to (i) the roof or
                  any structural component of any Improvements on the Premises,
                  or (ii) the building operating systems, including but not
                  limited to, the mechanical, electrical, heating, cooling, or
                  ventilation systems (other than replacement with equal or
                  better quality and capacity), without the prior written
                  consent of Lender not to be unreasonably withheld;

          (b)     remove or demolish any material Improvements, or any portion
                  thereof, which at any time constitutes a part of the Premises.

                  Notwithstanding anything hereinabove to the contrary, Borrower
                  may construct, remove or demolish tenant improvements within
                  the then existing building(s) or other structures to the
                  extent such work is required solely under the terms of any
                  Leases approved by Lender provided (i) no Event of Default
                  exists under the Loan Documents; (ii) the work is 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 reasonable efforts to contest any
                  such zoning reclassification or change;

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          (e)     make or permit any use of the Premises that could with the
                  passage of time result in the creation of any right of use, or
                  any claim of adverse possession or easement on, to or against
                  any part of the Premises in favor of any person or entity or
                  the public;

          (f)     allow any of the following to occur (unless a Permitted
                  Transfer):

                  (i)    a Transfer of all or any portion of the Premises or any
                         interest in the Premises;

                  (ii)   a Transfer of any ownership interest in Borrower or any
                         entity which owns, directly or indirectly, an interest
                         in Borrower at any level of the ownership structure; or

                  (iii)  in addition to (i) and (ii) above, if the Borrower is a
                         trust, or if a trust owns an interest, directly or
                         indirectly, in any entity which owns an interest in
                         Borrower at any level of the ownership structure, the
                         addition, deletion or substitution of a trustee of such
                         trust.

                  If any of such events occur, it shall be null and void and
                  shall constitute an Event of Default under the Loan Documents.

                  It is understood and agreed that the Indebtedness evidenced by
                  the Note is personal to Borrower and in accepting the same
                  Lender has relied upon what it perceived as the willingness
                  and ability of Borrower to perform its obligations under the
                  Loan Documents and the Environmental Indemnity and as lessor
                  under the Leases of the Premises. Furthermore, Lender may
                  consent to a Transfer and expressly waive Borrower's covenants
                  contained in this paragraph 2(f), in writing to Borrower;
                  however any such consent and waiver shall not constitute any
                  consent or waiver of such covenants as 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

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                         Permitted Encumbrances, the granting of a lien on a
                         tenant's interest under any Lease in accordance with
                         the terms specifically set forth therein, and those
                         liens which Borrower is contesting in accordance with
                         the provisions of paragraph 1(e);

                  (iii)  the issuance or other creation of ownership interests
                         in an entity;

                  (iv)   the reconstitution or conversion from one entity to
                         another type of entity;

                  (v)    a merger, consolidation, reorganization or any other
                         business combination; or

                  (vi)   a conversion to or operation of all or any portion of
                         the Premises as a cooperative or condominium form of
                         ownership.

                  "PERMITTED TRANSFER" shall mean:

                  (i)    a minor (as determined by Lender) conveyance of an
                         interest in the Premises by Borrower, such as a utility
                         easement, and for which Lender has given its prior
                         written consent and imposed such conditions as Lender
                         deems advisable and appropriate;

                  (ii)   a sale, assignment, transfer or conveyance of all or
                         any portion of the Premises or an interest in the
                         Premises for which Borrower has complied with all of
                         the Property Transfer Requirements; or

                  (iii)  any of the following Transfers for which Borrower has
                         complied with all of the Ownership Transfer
                         Requirements as applicable and Lender has given its
                         prior written consent (and in connection with such
                         consent, Lender may impose any conditions it wishes in
                         its sole discretion);

                         (A)   a sale, assignment, transfer, or conveyance of an
                               ownership interest or interest therein;

                         (B)   the issuance or other creation of ownership
                               interests in an entity;

                         (C)   a reconstitution or conversion from one entity to
                               another type of entity;

                         (D)   a merger, consolidation, reorganization or any
                               other business combination;

                  (iv)   with at least thirty (30) days advance written notice,
                         transfers of ownership interests in Borrower and
                         entities owning interests in Borrower between Inland
                         Western Retail Real Estate Trust, Inc., a Maryland
                         corporation ("IWRRET"), and its wholly owned affiliates
                         for which Borrower has complied with all of the
                         Specific Transfer Requirements -1;

                  (v)    with at least thirty (30) days advance written notice,
                         transfers of ownership interests in Borrower and/or
                         shares in entities owning interests in Borrower to
                         Qualified New Members (hereinafter defined), for which
                         Borrower has complied with all of the Specific Transfer
                         Requirements - 2 (for purposes of this Permitted
                         Transfer, a "Qualified New Member" shall be defined as
                         an institutional investor or fund managed by an
                         institutional investor having assets of $100,000,000 or
                         more;

                  (vi)   following the full release of the Guaranty-II by
                         Lender, 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

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                         owned  affiliates to a Qualified Successor)
                         (hereinafter defined) and/or its wholly owned
                         affiliates for which Borrower has complied with all of
                         the Specific Transfer Requirements - 3 (for purposes of
                         this Permitted Transfer, a "Qualified Successor" shall
                         be defined as an entity with a tangible net worth of
                         $200,000,000 or more); a debt to equity ratio of 1.5 or
                         less; and management personnel experienced in the
                         ownership and management of retail properties similar
                         to the Premises; or

                  (vii)  transfers of ownership interests in IWRRET.

                  "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

                  1.     Prior review and approval of the proposed purchaser or
                         other transferee and the subject transaction by Lender,
                         at Lender's sole discretion. Review of the proposed
                         purchaser or other transferee and the subject
                         transaction shall encompass various factors, including,
                         but not limited to, the proposed purchaser's or other
                         transferee's creditworthiness, financial strength, and
                         real estate management and leasing expertise as well as
                         the proposed transaction's effect on the Premises, the
                         Borrower, and other security for the Loan;

                  2.     Payment to Lender of an assumption fee equal to the
                         greater of: (a) one half of one percent (0.5%) of the
                         principal balance of the Note; or (b) $15,000.00;
                         provided, however, that Lender will require $15,000.00
                         of such fee to be paid at the beginning of Lender's
                         review process, and such sum shall be nonrefundable and
                         earned upon receipt by Lender whether or not the
                         transaction is ultimately completed or Lender
                         ultimately approves the proposed purchaser or other
                         transferee;

                  3.     Receipt, at Borrower's expense, of either (at Lender's
                         discretion) a new ALTA standard loan policy or an
                         endorsement updating the Lender's existing loan policy
                         in the full amount of the Loan, in form and by an
                         issuer satisfactory to Lender, and which insures this
                         Deed of Trust to be a first and prior lien subject only
                         to those exceptions which were previously approved by
                         Lender and provides coverage against usury and
                         mechanic's liens;

                  4.     Receipt by Lender of copies of all relevant information
                         and documentation relating to or required by Lender in
                         connection with the proposed transfer including but not
                         limited to (a) the organizational documents of the
                         proposed transferee and an opinion of counsel
                         satisfactory to Lender as to its due formation, valid
                         existence and authority to enter into and carry out the
                         proposed transaction as well as the proposed
                         transferee's compliance with its status as a Single
                         Purpose Entity; (b) the deeds or other instruments of
                         transfer and documents relating to the assignment and
                         assumption of Leases; (c) evidence of compliance with
                         the insurance requirements contained in the Loan
                         Documents; and (d) compliance

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                         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, including the Guaranty-II if such
                         has not been released, in form and substance
                         satisfactory to Lender;

                  6.     Payment of outside counsel fees and costs, other
                         applicable professional's fees and costs, taxes,
                         recording fees and the like, and any other fees and
                         costs incurred;

                  7.     Receipt by Lender of 60 days advance written notice of
                         the proposed Transfer in question;

                  8.     Receipt by Lender of a waiver from any tenant having a
                         right or option to purchase the Premises or any portion
                         thereof, waiving such right or option in form and
                         substance acceptable to Lender; and

                  9.     At Lender's option, and if required by the procedures
                         promulgated by any rating agency(ies) associated with a
                         securitization transaction with respect to the Loan,
                         receipt by Lender of written evidence from such
                         agency(ies) to the effect that the proposed transfer
                         will not result in a re-qualification, reduction or
                         withdrawal of any rating in effect immediately prior to
                         such transfer issued in connection with the
                         securitization transaction.

          "OWNERSHIP TRANSFER REQUIREMENTS" are all of the Property Transfer
          Requirements which Lender deems appropriate in its discretion, as well
          as a reasonable processing fee to be determined by Lender; provided,
          however, that (i) with respect to item 2 of the Property Transfer
          Requirements, the 0.5% component of the fee shall be prorated
          (subject, however, to the $15,000 minimum) based on Lender's
          calculation of the effective percentage interest in Borrower
          transferred, and (ii) item 3 of the Property Transfer Requirements
          shall be required, at Lender's discretion, only in the event of (A) a
          merger, consolidation, reorganization or any other business
          combination, or (B) a reconstitution or conversion from one entity to
          another type of entity.

          "SPECIFIC TRANSFER REQUIREMENTS - 1" are all of the following which
          Borrower agrees to provide to Lender prior to each proposed transfer:
          (i) a transfer fee of $2,000.00; (ii) all relevant documentation and
          information related to the organization, authority, and validity of
          the proposed ownership interest purchaser, transferee and the
          transaction in general; (iii) all documents and instruments of
          conveyance, transfer and assignment; (iv) at Lender's discretion, a
          reaffirmation of the obligations of the Guarantor(s) under the
          Guaranty, and the Guaranty-II if

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          such has not been released by Lender; 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 member
          of 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 the Guaranty-II if such has not been released by Lender,
          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 remains the sole member of the Borrower; and
          (iv) the Qualified Successor otherwise retains operational and
          management control of Borrower as determined by Lender, and further
          provided, Borrower provides Lender with each of the following items
          prior to the proposed transfer: (a) a transfer fee of $10,000.00; (b)
          all relevant documentation and information related to the
          organization, authority, and validity of the proposed ownership
          interest purchaser, transferee and the transaction in general; (c) all
          documents and instruments of conveyance, transfer and assignment; (d)
          a reaffirmation of the obligations of the Guarantor(s) under the
          Guaranty, and the Guaranty-II if such has not been released by Lender,
          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).

                                       11
<Page>

3.   (a)  Borrower shall pay or cause to be paid when due and before any penalty
          attaches or interest accrues all general taxes, special taxes,
          assessments (including assessments for benefits from public works or
          improvements whenever begun or completed), utility charges, water
          charges, sewer service charges, common area maintenance charges, if
          any, vault or space charges and all other like charges against or
          affecting the Premises or against any property or equipment located on
          the Premises, or which might become a lien on the Premises, and shall,
          within 10 days following Lender's request, furnish to Lender a
          duplicate receipt of such payment. If any such tax, assessment or
          charge may legally be paid in installments, Borrower may, at its
          option, pay such tax, assessment or charge in installments.

     (b)  If Borrower desires to contest any tax, assessment or charge relating
          to the Premises, Borrower may do so by paying the same in full, under
          protest, in the manner provided by law; provided, however, that

          (i)     if contest of any tax, assessment or charge may be made
                  without the payment thereof, and

          (ii)    such contest shall have the effect of preventing the
                  collection of the tax, assessment or charge so contested and
                  the sale or forfeiture of the Premises or any part thereof or
                  any interest therein to satisfy the same,

          then Borrower may in its discretion and upon the giving of written
          notice to Lender of its intended action and upon the furnishing to
          Lender of such security or bond as Lender may require, contest any
          such tax, assessment or charge in good faith and in the manner
          provided by law. All costs and expenses incidental to such contest
          shall be paid by Borrower. In the event of a ruling or adjudication
          adverse to Borrower, Borrower shall promptly pay such tax, assessment
          or charge. Borrower shall indemnify and save harmless the Lender and
          the Premises from any loss or damage arising from any such contest and
          shall, if necessary to prevent sale, forfeiture or any other loss or
          damage to the Premises or to Lender, pay such tax, assessment or
          charge or take whatever action is necessary to prevent any sale,
          forfeiture or loss.

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

                                       12
<Page>

          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.

          Further not withstanding the above, so long as there is no Event of
          Default hereunder and so long as the lease between Borrower and Toys
          "R" Us - Delaware, Inc. ("Toys R Us") dated April 19, 2000, or any
          lease to any replacement tenant approved by Lender, remains in full
          force and effect and there are no breaches thereof, Lender will allow
          Toys "R" Us or said replacement tenant approved by Lender
          ("REPLACEMENT TENANT") to keep in force the commercial general
          liability insurance required herein. (Neither Borrower nor Toys R Us
          will be required to provide property insurance for the Toys R Us
          Improvements.) All insurance coverages and requirements that are not
          maintained by Toys R Us or Replacement Tenant in accordance with the
          Lender's insurance requirements herein shall at all times during the
          Loan be maintained by Borrower.

     (b)  All insurance (including deductibles and exclusions) shall be in form,
          content and amounts approved by Lender and written by an insurance
          company or companies approved by Lender and rated A-, class size VIII
          or better in the most current issue of Best's Insurance Reports and
          which is licensed to do business in the state in which the Premises
          are located or a governmental agency or instrumentality approved by
          Lender. The policies for such insurance shall have attached thereto
          standard mortgagee clauses in favor of and permitting Lender to
          collect any and all proceeds payable thereunder and shall include a 30
          day (except for nonpayment of premium, in which case, a 10 day) notice
          of cancellation clause in favor of Lender. All certificates of
          insurance (or policies if requested by Lender) shall be delivered to
          and held by Lender as further security for the payment of the Note and
          any other obligations arising under the Loan Documents, with evidence
          of renewal coverage delivered to Lender at least 30 days before the
          expiration date of any policy. Borrower shall not carry or permit to
          be 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

                                       13
<Page>

          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:

     (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

                                       14
<Page>

          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 follows:

                  (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 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

                                       15
<Page>

                  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 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

                                       16
<Page>

                  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.

     (b)  Borrower shall cause the proceeds of any award or other payment made
          relating to a Taking, to be paid directly to Lender. Lender, in its
          sole and absolute discretion: (i) may apply all such proceeds to pay
          the Indebtedness in such priority as Lender elects, provided however,
          that if no Event of Default exists at the time of such application no
          Make Whole Premium shall be due; or (ii) subject to and in accordance
          with the provisions set forth in paragraph 6(c) above, may disburse
          such amounts of the proceeds as Lender reasonably deems necessary for
          the repair or replacement of the Premises.

     Notwithstanding anything herein above to the contrary, provided no Event of
     Default exists, Lender agrees to disburse the proceeds received from any
     Inconsequential Taking, as hereinafter defined, to Borrower for the repair
     and/or replacement of the Premises. An Inconsequential Taking shall be a
     Taking which (i) results in less than $250,000 in proceeds; (ii) does not,
     in Lender's determination, materially or adversely affect the Improvements,
     parking, access, ingress, egress or use of the Premises; and (iii) does not
     trigger any rights or options of tenants under the Leases.

8.   If by the laws of the United States of America or of any state or
     governmental subdivision having jurisdiction over Borrower or of the
     Premises or of the Loan evidenced by the Loan Documents or any amendments
     or modifications thereof, any tax or fee is due or becomes due or is
     imposed upon Lender in respect of the issuance of the Note hereby secured
     or the making, recording and registration of this Deed of Trust or
     otherwise in connection with the Loan Documents, the Environmental
     Indemnity or the Loan, except for Lender's income or franchise tax,
     Borrower covenants and agrees to pay such tax or fee in the manner required
     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.

                                       17
<Page>

9.   (a)  Upon the occurrence of any Event of Default, Lender may, but need
          not, make any payment or perform any act herein required of Borrower,
          in any form and manner deemed expedient and may, but need not, make
          full or partial payments of principal or interest on prior
          encumbrances, if any, and purchase, discharge, compromise or settle
          any tax lien or other prior lien or title or claim thereof, or redeem
          from any tax sale or forfeiture affecting said Premises, or contest
          any tax or assessment. All moneys paid for any of the purposes herein
          authorized and all reasonable expenses paid or incurred in connection
          therewith, including but not limited to, reasonable attorneys' fees
          and costs and reasonable attorneys' fees and costs on appeal, and any
          other money advanced by Lender to protect the Premises and the lien
          hereof, shall be so much additional Indebtedness secured hereby and
          shall become immediately due and payable without notice and with
          interest thereon at the Default Rate from the date of expenditure or
          advance until paid.

     (b)  In making any payment hereby authorized relating to taxes or
          assessments or for the purchase, discharge, compromise or settlement
          of any prior lien, Lender may make such payment according to any bill,
          statement or estimate secured from the appropriate public office
          without inquiry into the accuracy thereof or into the validity of any
          tax, assessment, sale, forfeiture, tax lien or title or claim thereof
          or without inquiry as to the validity or amount of any claim for lien
          which may be asserted.

10.  If one or more of the following events (herein called an "EVENT OF DEFAULT"
     or "EVENTS OF DEFAULT" as the context so requires) shall have occurred:

     (a)  failure to pay when due any principal, interest, Make Whole Premium or
          other Indebtedness, utilities, taxes or assessments or insurance
          premiums required pursuant to the Loan Documents or the Environmental
          Indemnity, and such failure shall have continued for 5 days as to
          payment of any principal, interest or taxes or assessments, or
          insurance premiums or for 5 days after written notice specifying such
          default is given by Lender to Borrower as to payment of any Make Whole
          Premium; or

     (b)  Borrower, Interest Owner or any guarantor voluntarily brings or
          acquiesces to any of the following: (A) any action for dissolution,
          act of dissolution or dissolution or the like of Borrower, Interest
          Owner or any guarantor under the Federal Bankruptcy Code as now or
          hereafter constituted; (B) 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

                                       18
<Page>

     (c)  one or more of the items set forth in paragraph 10(b) above occur
          which were either not (i) voluntarily brought by Borrower, Interest
          Owner or any guarantor or (ii) acquiesced in by Borrower, Interest
          Owner or any guarantor, and which are not discharged or dismissed
          within 90 days after the action, filing or appointment, as the case
          may be; or

          With respect to the matters in (b) and (c) above for an Interest Owner
          only, no Event of Default shall occur until an interested party or
          Interest Owner asserts a claim or right against Borrower or the
          Premises which delays or otherwise affects Lender's rights, remedies,
          or interests granted under the Loan Documents (whether or not such
          assertion is successful).

     (d)  with respect to the matters not described in the other subparagraphs
          of this paragraph 10, failure to duly observe or perform any covenant,
          condition or agreement of the Borrower or any guarantor contained in
          this Deed of Trust, the Guaranty, the Guaranty-II, 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

                                       19
<Page>

          Documents or the Environmental Indemnity, as Borrower, indemnitor or
          guarantor, whether or not such individual had executed the Note or
          this Deed of Trust, and such failure shall have continued for 90 days
          after the death of such individual; or

     (i)  the failure of Borrower to remain a Single-Purpose Entity;

     then, in each and every such case, the whole of said principal sum hereby
     secured shall, at the option of the Lender and without further notice to
     Borrower, become immediately due and payable together with accrued interest
     thereon, a Make Whole Premium calculated in accordance with the provisions
     of the Loan Documents and all other Indebtedness, and whether or not Lender
     has exercised said option, interest shall accrue on the entire principal
     balance and any interest or Make Whole Premium or other Indebtedness then
     due, at the Default Rate until fully paid or if Lender has not exercised
     said option, for the duration of any Event of Default. As used in this Deed
     of Trust, "SINGLE PURPOSE ENTITY" means a corporation, limited or general
     partnership, limited liability company, or business trust which, at all
     times until the Indebtedness is paid in full (i) will be organized solely
     for the purpose of owning the Premises, (ii) will not engage in any
     business unrelated to the ownership of the Premises, (iii) will not have
     any assets other than those related to the Premises, (iv) will not engage
     in, seek or consent to any dissolution, winding up, liquidation,
     consolidation or merger, and, except as otherwise expressly permitted by
     the Loan Documents, will not engage in, seek or consent to any asset sale,
     transfer of partnership, membership, shareholder, beneficial interests, or
     amendment of its limited partnership agreement, articles of incorporation,
     articles of organization, certificate of formation, operating agreement,
     trust agreement, or trust certificate (as applicable), (v) will not fail to
     correct any known misunderstanding regarding the separate identity of such
     Entity, (vi) without the unanimous consent of all of the partners,
     directors, members, beneficial owners and trustees, as applicable, will not
     with respect to itself or to any other Entity in which it has a direct or
     indirect legal or beneficial ownership interest (a) file a bankruptcy,
     insolvency or reorganization petition or otherwise institute insolvency
     proceedings or otherwise seek any relief under any laws relating to the
     relief from debts or the protection of debtors generally; (b) seek or
     consent to the appointment of a receiver, liquidator, assignee, trustee,
     sequestrator, custodian or any similar official for such Entity or all or
     any portion of such Entity's properties; (c) make any assignment for the
     benefit of such Entity's creditors; or (d) take any action that might cause
     such Entity to become insolvent, (vii) will maintain its accounts, books
     and records separate from any other person or Entity, (viii) will maintain
     its books, records, resolutions and agreements as official records, (ix)
     has not commingled and will not commingle its funds or assets with those of
     any other person or Entity, (x) has held and will hold its assets in its
     own name, (xi) will conduct its business in its name, (xii) will maintain
     its financial statements, accounting records and other Entity documents
     separate from any other person or Entity, (xiii) will pay its own
     liabilities out of its own funds and assets, (xiv) will observe all
     corporate, limited liability company and partnership formalities, as
     applicable, (xv) has maintained and will maintain an arms-length
     relationship with its Affiliates, (xvi) if such Entity owns the Premises,
     will have no indebtedness other than the Indebtedness and commercially
     reasonable unsecured trade payables in the ordinary course of business
     relating to the ownership and operation of the Premises which are paid
     within sixty (60) days of the date incurred, (xvii) will not assume or
     guarantee or become

                                       20
<Page>

     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.

     It is the intention of the parties hereto that this Deed of Trust is made
     and executed to comply with the provisions of NCGS Sections 45-67 ET SEQ.,
     and shall secure any and all present and future Indebtedness which Grantor
     now or may hereafter owe to Lender (but in no event incurred more than
     fifteen (15) years after the date hereof), including without limitation,
     any future loans and advances made by Lender pursuant to the Note to or for
     the benefit of Borrower, up to a maximum aggregate amount of principal
     indebtedness outstanding at any one time of Ten Million Six Hundred
     Eight-Four Thousand and 00/100 Dollars ($10,684,000). The amount of present
     Indebtedness of Grantor to Lender secured hereby is in the sum of
     $5,342,000.00 as of the date hereof, and the amount of all present and
     future Indebtedness of Borrower to Lender secured hereby is in the sum of
     $10,684,000 plus interest, costs and advances made by Lender to protect or
     preserve the Premises or the lien hereof on the Premises, or for taxes,
     assessments or insurance premiums as herein provided. Pursuant to NCGS
     Section 45-68(2), Borrower and Lender agree that at the time each
     Indebtedness is incurred, it shall not be necessary for each such
     Indebtedness to be evidenced by the Loan Documents or any other written
     instrument or notation signed by Borrower and stipulating that such
     Indebtedness is secured by this Deed of Trust.

     THIS CONVEYANCE IS MADE UPON THIS SPECIAL TRUST that if Borrower shall pay
     the Note secured hereby in accordance with its terms, together with
     interest thereon, and all renewals and extensions thereof, and shall
     faithfully comply with all of the covenants, stipulations and conditions of
     this Deed of Trust and of the other documents evidencing the obligations
     secured hereby, then this Deed of Trust shall become null and void and may
     be canceled of record at the request and at the cost of Borrower; however,
     if an Event of Default (as hereinafter defined) shall occur, Lender may, at
     its option, declare the entire principal sum secured hereby, immediately
     due and payable; and on the application of Lender it shall be lawful for
     and the duty

                                       21
<Page>

     of Trustee, and Trustee is hereby authorized and empowered to expose to
     sale and to sell the Premises or any part thereof at public auction to the
     highest bidder for cash, after having first complied with all applicable
     requirements of North Carolina law with respect to the exercise of powers
     of sale contained in deeds of trust, and upon such sale Trustee shall
     collect the purchase proceeds and convey title to the portion of the
     Premises so sold to the purchaser in fee simple. After retaining from the
     proceeds of such sale a commission for his services as hereinafter provided
     and all expenses incurred by him, including reasonable attorneys' fees,
     Trustee shall apply the residue of the proceeds, first to the reimbursement
     of Lender for all sums expended or incurred by the Lender under this Deed
     of Trust or to establish, preserve or enforce this Deed of Trust; second,
     to the payment of the Indebtedness secured hereby; and the balance, if any,
     shall be paid to Borrower or other person lawfully entitled thereto.
     Borrower agrees that in the event of a sale hereunder, Lender shall have
     the right to bid at such sale and shall have the right to credit the
     Indebtedness secured hereby against the purchase price. Trustee shall have
     the right to designate the place of sale in compliance with applicable law,
     and the sale shall be held at the place designated by the notice of sale.
     Trustee may require the successful bidder at any sale to deposit
     immediately with Trustee cash or certified check in an amount up to ten
     percent (10%) of the bid, provided notice of such requirement is contained
     in the advertisement of the sale. The bid may be rejected if the deposit is
     not immediately made. Such deposit shall be refunded in case a resale is
     had because of an upset bid or if Trustee is unable to convey the portion
     of the Premises so sold to the bidder because the power of sale has been
     terminated in accordance with applicable law. If the purchaser fails to
     comply with its bid, the deposit shall be applied to the expenses of the
     sale and the residue, if any, shall be applied to the Indebtedness secured
     hereby. In all other cases, the deposit shall be applied to the purchase
     price. Pursuant to Section 25-9-501 (4) of the North Carolina Uniform
     Commercial Code (or any amendment thereto), Trustee is expressly authorized
     and empowered to expose to sale and sell, together with the real estate,
     any portion of the Premises which constitutes personal property. If
     personal property is sold hereunder, it need not be at the place of sale.
     The notice of sale, however, shall state the time and place where such
     personal property may be inspected prior to sale. The Premises may be sold
     in such parcels or lots as Trustee may determine without regard to
     principles of marshaling, and the Premises may be sold at one sale or in
     multiple sales as determined by Trustee. The exercise of the power of sale
     hereunder by Trustee on one or more occasions shall not be deemed to
     extinguish the power of sale, which power of sale shall continue in full
     force and effect until all the Premises shall have been finally sold and
     properly conveyed to the purchasers at the sales. The Trustee's commission
     shall be a fair commission of up to, but not exceeding, the following
     formula: (i) if the Premises are sold, then from the proceeds of a sale
     Trustee shall be entitled to a commission not to exceed five percent (5%)
     of the gross proceeds thereof; (ii) if the proceedings are commenced by
     Trustee and a notice of sale has been advertised, but the Premises are not
     sold, then Trustee shall be entitled to a commission of two and one-half
     percent (2.5%) of the outstanding Indebtedness secured hereby at the time
     of commencement of such proceedings; and (iii) if Trustee has delivered
     notice to Borrower of such sale, but no further proceedings are undertaken,
     then Trustee shall be entitled to a commission equal to one and one-quarter
     percent (1.25%) of the outstanding Indebtedness secured hereby at the time
     of commencement of such proceedings.

                                       22
<Page>

11.  Borrower agrees that if Lender accelerates the whole or any part of the
     principal sum hereby secured after the occurrence of an Event of Default,
     or applies any proceeds pursuant to the provisions hereof, Borrower waives
     any right to prepay the principal sum hereby secured in whole or in part
     without premium and agrees to pay, as yield maintenance protection and not
     as a penalty, a "MAKE WHOLE PREMIUM". However, in the event any proceeds
     from a casualty or Taking of the Premises are applied to reduce the
     principal balance under the Note, no Make Whole Premium shall be due so
     long as no Event of Default exists at the time of such application. The
     Make Whole Premium shall be the greater of one percent (1%) of the
     principal amount to be prepaid or a premium calculated as follows;

                  (a)    Determine the "REINVESTMENT YIELD." The Reinvestment
     Yield will be equal to the yield on the U.S. Treasury Issue ("PRIMARY
     ISSUE")* published one week prior to the date of prepayment and converted
     to an equivalent monthly compounded nominal yield.

     *At this time there is not a U.S. Treasury Issue for this prepayment
     period. At the time of prepayment, Lender shall select in its sole and
     absolute discretion a U.S. Treasury Issue with similar remaining time to
     the Maturity Date.

     (b)  Calculate the "PRESENT VALUE OF THE LOAN." The Present Value of the
          Loan is the present value of the payments to be made in accordance
          with the Note (all installment payments and any remaining payment due
          on the Maturity Date) discounted at the Reinvestment Yield for the
          number of months remaining from the date of prepayment to the Maturity
          Date. In the event of a partial prepayment as a result of the
          aforementioned application of proceeds, the Present Value of the Loan
          shall be calculated in accordance with the preceding sentence
          multiplied by the fraction which results from dividing the amount of
          the prepaid proceeds by the principal balance immediately prior to
          prepayment.

     (c)  Subtract the amount of the prepaid proceeds from the Present Value of
          the Loan as of the date of prepayment. Any resulting positive
          differential shall be the premium.

     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.  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.

13.  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

                                       23
<Page>

     or any part thereof personally or by its agents or attorneys, and Lender in
     its discretion may, with or without force and with or without process of
     law, enter upon and take and maintain possession of all or any part of the
     Premises together with all documents, books, records, papers and accounts
     of the Borrower or the then owner of the Premises relating thereto, and may
     exclude Borrower, its agents or assigns wholly therefrom, and may as
     attorney-in-fact or agent of the Borrower, or in its own name as Lender and
     under the powers herein granted:

     (a)  hold, operate, maintain, repair, rebuild, replace, alter, improve,
          manage or control the Premises as it deems judicious, insure and
          reinsure the same and any risks related to Lender's possession,
          operation and management thereof and receive all Rents, either
          personally or by its agents, and with full power to use such measures,
          legal or equitable, as in its discretion it deems proper or necessary
          to enforce the payment or security of the Rents, including actions for
          the recovery of Rent, actions in forcible detainer and actions in
          distress for Rents, hereby granting full power and authority to
          exercise each and every of the rights, privileges and powers herein
          granted at any and all times hereafter, without notice to Borrower;
          and

     (b)  conduct leasing activity pursuant to the provisions of the Assignment
          of Leases.

     Neither Trustee nor Lender shall be obligated to perform or discharge, nor
     does either hereby undertake to perform or discharge, any obligation, duty
     or liability under any Lease. Except to the extent that the same is caused
     solely by Lender's gross negligence or willful misconduct, should Trustee
     or Lender incur any liability, loss or damage under any Leases, or under or
     by reason of the Assignment of Leases, or in the defense of any claims or
     demands whatsoever which may be asserted against Lender or Trustee by
     reason of any alleged obligations or undertakings on its part to perform or
     discharge any of the terms, covenants or agreements in any Lease, the
     amount thereof, including costs, expenses and reasonable attorneys' fees
     and costs, including reasonable attorneys' fees and costs on appeal, shall
     be added to the Indebtedness and secured hereby.

14.  Upon the occurrence of an Event of Default, Trustee and Lender in the
     exercise of the rights and powers conferred upon them shall have the full
     power to use and apply the Rents, less costs and expenses of collection to
     the payment of or on account of the items listed in (a) - (c) below, at the
     election of Lender and in such order as Lender may determine as follows:

     (a)  to the payment of (i) the expenses of operating and maintaining the
          Premises, including, but not limited to the cost of management,
          leasing (which shall include reasonable compensation to Trustee,
          Lender and their respective agent or agents if management and/or
          leasing is delegated to an agent or agents), repairing, rebuilding,
          replacing, altering and improving the Premises, (ii) premiums on
          insurance as hereinabove authorized, (iii) taxes and special
          assessments now due or which may hereafter become due on the Premises,
          and (iv) expenses of placing the Premises in such condition as will,
          in the sole judgment of Lender, make it readily rentable;

                                       24
<Page>

     (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.

15.  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 16.

16.  (a)  Borrower agrees that all reasonable costs, charges and expenses,
          including but not limited to, reasonable attorneys' fees and costs,
          incurred or expended by Trustee or Lender arising out of or in
          connection with any action, proceeding or hearing, legal, equitable or
          quasi-legal, including the preparation therefor and any appeal
          therefrom, in any way affecting or pertaining to the Loan Documents,
          the Environmental Indemnity, or the Premises, shall be promptly paid
          by Borrower. All such sums not promptly paid by Borrower shall be
          added to the Indebtedness secured hereby and shall bear interest at
          the Default Rate from the date of such advance and shall be due and
          payable on demand.

     (b)  Borrower hereby agrees that upon the occurrence of an Event of Default
          and the acceleration of the principal sum secured hereby pursuant to
          this Deed of Trust, to the full extent that such rights can be
          lawfully waived, Borrower hereby waives and agrees not to insist upon,
          plead, or in any manner take advantage of, any notice of acceleration,
          any stay, extension, exemption, homestead, marshaling or moratorium
          law or any law providing for the valuation or appraisement of all or
          any part of the Premises prior to any sale or sales thereof under any
          provision of this Deed of Trust or before or after any decree,
          judgment or order of any court or confirmation thereof, or claim or
          exercise any right to redeem all or any part of the Premises so sold
          and hereby expressly waives to the

                                       25
<Page>

          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.

17.  In accordance with and subject to the terms and conditions of the
     Assignment of Leases, Borrower hereby assigns to Lender directly and
     absolutely, and not merely collaterally, the interest of Borrower as lessor
     under the Leases of the Premises and the Rents payable under any Lease
     and/or with respect to the use of the Premises, or portion thereof,
     including any oil, gas or mineral lease, or any installments of money
     payable pursuant to any agreement or any sale of the Premises or any part
     thereof, subject only to a license, if any, granted by Lender to Borrower
     with respect thereto prior to the occurrence of an Event of Default.
     Borrower has executed and delivered the Assignment of Leases which grants
     to Lender specific rights and remedies in respect of said Leases and
     governs the collection of Rents thereunder and from the use of the
     Premises, and such rights and remedies so granted shall be cumulative of
     those granted herein.

     The collection of such Rents and the application thereof as aforesaid shall
     not cure or waive any Event of Default or notice of default hereunder or
     invalidate any act done pursuant to such notice, except to the extent any
     such Event of Default is fully cured. Failure or discontinuance of Lender
     at any time, or from time to time, to collect any such moneys shall not
     impair in any manner the subsequent enforcement by Lender of the right,
     power and authority herein conferred on Lender. Nothing contained herein,
     including the exercise of any right, power or authority herein granted to
     Lender, shall be, or be construed to be, an affirmation by Lender of any
     tenancy, Lease or option, or an assumption of liability under, or the
     subordination of the lien or charge of this Deed of Trust to any such
     tenancy, Lease or option. Borrower hereby agrees that, in the event Lender
     exercises its rights as provided for in this paragraph or in the Assignment
     of Leases, Borrower waives any right to compensation for the use of
     Borrower's furniture, furnishings or equipment in the Premises for the
     period such assignment of rents or receivership is in effect, it being
     understood that the Rents derived from the use of any such items shall be
     applied to Borrower's obligations hereunder as above provided.

18.  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

                                       26
<Page>

     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.

19.  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.

20.  The usury provisions of paragraph 6 of the Note and the limitation of
     recourse liability provisions of paragraph 9 of the Note are fully
     incorporated herein by reference as if the same were specifically stated
     here.

21.  In the event one or more provisions of the Loan Documents shall be held to
     be invalid, illegal or unenforceable in any respect, such invalidity,
     illegality or unenforceability shall not affect any other provision hereof,
     and the Loan Documents shall be construed as if any such provision had
     never been contained herein.

22.  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.

23.  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.

24.  (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.

                                       27
<Page>

     (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 Engineering Consulting Services, Inc. or the
          firm of Borrower's choice, subject to Lender's reasonable approval,
          environmental tests of the Premises, including without limitation, a
          Phase I environmental audit, subsurface testing, soil and ground water
          testing, and other tests which may physically invade the Premises or
          facilities (the "TESTS"). The scope of the Tests shall be such as
          Lender, in its sole discretion, determines is necessary to (i)
          investigate the condition of the Premises, (ii) protect the security
          interests created under this Deed of Trust, or (iii) determine
          compliance with Environmental Laws, the provisions of the Loan
          Documents and the Environmental Indemnity and other matters relating
          thereto. Lender shall make reasonable efforts to ensure that the
          operations of the tenants are not disrupted.

     (d)  Provided no Event of Default has occurred, Lender will provide
          Borrower with reasonable notice of Lender's intent to enter, inspect
          and conduct the Tests provided for in this paragraph. In addition,
          Lender shall conduct such inspections and Tests during normal business
          hours and use reasonable efforts to minimize disruption of the
          lessees' business operations.

          The foregoing licenses and authorizations are intended to be a means
          of protection of Lender's security interest in the Premises and not as
          participation in the management of the Premises.

25.  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.

26.  (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

                                       28
<Page>

          volumes attained by lessees of the Premises under percentage leases
          for the immediately preceding year, and (iii) within 15 days after
          written request by Lender, an aged accounts receivable report and an
          annual budget. Such reports shall be prepared by an accountant who may
          be an employee of Borrower, or of an affiliate of Borrower, acceptable
          to Lender. In addition to the reports referred to herein, Borrower
          shall promptly supply any additional information or records relating
          to the Premises or its operation as Lender may from time to time
          reasonably request.

     (b)  Within 15 days after any written request by Lender, Borrower shall
          furnish to Lender, for the most recently completed fiscal quarter of
          Borrower, the reports specified in (i) and (ii) above.

     (c)  Within 15 days after any written request by Lender, Borrower shall
          furnish to Lender, for the most recently completed fiscal year, a
          combined or consolidated federal income tax return filed by IWRRET.
          Said information shall be subject to Lender's review.

27.  Each notice, consent, request, report or other communication under this
     Deed of Trust or any other Loan Document (each, a "NOTICE"), which any
     party hereto may desire or be required to give to the other shall be deemed
     to be an adequate and sufficient notice if given in writing and service is
     made by either (i) registered or certified mail, postage prepaid, in which
     case notice shall be deemed to have been received three (3) business days
     following deposit to U.S. mail; or (ii) nationally recognized overnight air
     courier, next day delivery, prepaid, in which case such notice shall be
     deemed to have been received one (1) business day following delivery to
     such nationally recognized overnight air courier. All Notices shall be
     addressed to Borrower at its address given on the first page hereof, or to
     Lender at c/o Principal Real Estate Investors, LLC, 801 Grand Avenue, Des
     Moines, Iowa 50392-1450, Attn: Commercial Real Estate Servicing, Loan No.
     753865, 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.

28.  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, when recorded in the
     office of the Register of Deeds 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.

29.  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

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     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.

30.  Borrower has had the opportunity to fully negotiate the terms hereof and
     modify the draftsmanship of the Loan Documents and the Environmental
     Indemnity. Therefore, the terms of the Loan Documents and the Environmental
     Indemnity shall be construed and interpreted without any presumption,
     inference, or rule requiring construction or interpretation of any
     provision of the Loan Documents and the Environmental Indemnity against the
     interest of the party causing the Loan Documents and the Environmental
     Indemnity or any portion of it to be drafted. Borrower is entering into the
     Loan Documents and the Environmental Indemnity freely and voluntarily
     without any duress, economic or otherwise.

31.  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.

32.  Trustee shall not be liable or responsible for its acts or omissions
     hereunder, except for Trustee's own gross negligence or willful default, or
     be liable or responsible for any acts or omissions of any agent, attorneys
     or employee by him employed hereunder, if selected with reasonable care.

33.  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.

34.  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.

35.  This Deed of Trust shall be governed by, and construed in accordance with,
     the laws of the state of North Carolina, without regard to its conflicts of
     law principles.

36.  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.

37.  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

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     WITH THIS DEED OF TRUST, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS
     SECURED HEREBY, OR ANY OTHER STATEMENTS OR ACTIONS OF LENDER.

38.  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.

39.  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.

40.  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.

41.  If more than one, all obligations and agreements of Borrower are joint and
     several.

42.  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.

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                      REMAINDER OF PAGE INTENTIONALLY BLANK
                            (Signatures on next page)

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     IN WITNESS WHEREOF, Borrower has caused this Deed of Trust, Security
Agreement and Assignment of Rents to be duly executed and delivered as of the
date first hereinabove written.

                               INLAND SOUTHEAST KING'S GRANT, L.L.C., a Delaware
                               limited liability company

                               By: INLAND WESTERN RETAIL REAL ESTATE TRUST,
                                   INC., a Maryland corporation, its sole member

                                   By: /s/ Roberta S. Matlin
                                       -----------------------
                                       Name:  ROBERTA S. MATLIN
                                              -----------------
                                       Title: Vice President
                                              ----------------

STATE OF ILLINOIS        )
                         )
COUNTY OF COOK           )

     On April 2, 2004, before me, Elizabeth Ann Irving, a Notary Public in and
for said state, personally appeared Roberta S. Matlin, personally known to me
(or proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he\she
executed the same in his\her authorized capacity, and that by his\her signature
on the instrument, the person, or the entity upon behalf of which the person
acted, executed the instrument.

          WITNESS my hand and official seal.

                                /s/ Elizabeth Ann Irving
                                -----------------------------------
                                Notary Public in and for said State

                                           "OFFICIAL SEAL"
                                         ELIZABETH ANN IRVING
                                   NOTARY PUBLIC STATE OF ILLINOIS
                                   My Commission Expires 11/14/2004

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