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                                                                  Exhibit 10.111

                                                               Loan No. 10023006

                                 PROMISSORY NOTE

$20,497,400.00

                                                                   March 5, 2004

     FOR VALUE RECEIVED, INLAND WESTERN GLENDALE, L.L.C., a Delaware limited
liability company, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523, as maker hereunder (referred to herein as
"BORROWER"), hereby unconditionally promises to pay to the order of KEYBANK
NATIONAL ASSOCIATION, a national banking association, its successors and
assigns, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri
64105 ("LENDER"), or at such other place as the holder hereof may from time to
time designate in writing, the principal sum of TWENTY MILLION FOUR HUNDRED
NINETY SEVEN THOUSAND FOUR HUNDRED AND NO/100 DOLLARS ($20,497,400.00), in
lawful money of the United States of America with interest thereon to be
computed from the date of this Note at the Interest Rate, and to be paid in
accordance with the terms of this Note and that certain Loan Agreement, dated as
of the date hereof, between Borrower and Lender (the "LOAN AGREEMENT"). All
capitalized terms not defined herein shall have the respective meanings set
forth in the Loan Agreement.


                                    ARTICLE 1
                                  PAYMENT TERMS

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


                                    ARTICLE 2
                            DEFAULT AND ACCELERATION

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


                                    ARTICLE 3
                                 LOAN DOCUMENTS

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

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                                    ARTICLE 4
                                 SAVINGS CLAUSE

     Notwithstanding anything to the contrary, (a) all agreements and
communications between Borrower and Lender are hereby and shall automatically be
limited so that, after taking into account all amounts deemed interest, the
interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds
the lawful maximum, all such interest shall be amortized, prorated, allocated
and spread over the full amount and term of all principal indebtedness of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to receive interest in excess of the lawful maximum, any such
excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is
no such indebtedness, shall immediately be returned to Borrower.


                                    ARTICLE 5
                                 NO ORAL CHANGE

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


                                    ARTICLE 6
                                     WAIVERS

     Borrower and all others who may become liable for the payment of all or any
part of the Debt do hereby severally waive presentment and demand for payment,
notice of dishonor, notice of intention to accelerate, notice of acceleration,
protest and notice of protest and non-payment and all other notices of any kind.
No release of any security for the Debt or extension of time for payment of this
Note or any installment hereof, and no alteration, amendment or waiver of any
provision of this Note, the Loan Agreement or the other Loan Documents made by
agreement between Lender or any other Person shall release, modify, amend,
waive, extend, change, discharge, terminate or affect the liability of Borrower,
and any other Person who may become liable for the payment of all or any part of
the Debt, under this Note, the Loan Agreement or the other Loan Documents. No
notice to or demand on Borrower shall be deemed to be a waiver of the obligation
of Borrower or of the right of Lender to take further action without further
notice or demand as provided for in this Note, the Loan Agreement or the other
Loan Documents. If Borrower is a partnership, the agreements herein contained
shall remain in force and applicable, notwithstanding any changes in the
individuals comprising the partnership, and the term "Borrower," as used herein,
shall include any alternate or successor partnership, but any predecessor
partnership and their partners shall not thereby be released from any liability.
If Borrower is a limited liability company, the agreements herein contained
shall remain in force and applicable, notwithstanding any changes in the members
comprising the company, and the term "Borrower," as used herein, shall include
any alternate or successor company, but any predecessor company and its members
shall not thereby be released from any liability. If Borrower is a corporation,
the agreements contained herein shall remain in full force and applicable
notwithstanding any changes in the shareholders comprising, or the officers and

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directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a waiver of, any
prohibition or restriction on transfers of interests in such entity which may be
set forth in the Loan Agreement, the Mortgage or any other Loan Document.)


                                    ARTICLE 7
                                    TRANSFER

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


                                    ARTICLE 8
                                   EXCULPATION

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


                                    ARTICLE 9
                                  GOVERNING LAW

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


                                   ARTICLE 10
                                     NOTICES

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


                         [NO FURTHER TEXT ON THIS PAGE]

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

                                 BORROWER:

                                 INLAND WESTERN GLENDALE, L.L.C., a
                                 Delaware limited liability company

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

                                       By:    /s/ Debra A. Palmer
                                             ---------------------------
                                             Name:  Debra A. Palmer
                                             Title: Asst Secretary

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Pay to the order of ______________________________, without recourse.

                                 KEYBANK NATIONAL ASSOCIATION, a
                                 national banking association


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

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STATE OF ___________________)
                            ) ss.
COUNTY OF __________________)

     On this ___ day of _________________, 2004, before me, ___________________,
a Notary Public in and for said state, personally appeared
__________________________, known to me to be the person who executed the within
instrument and acknowledged to me that he executed the same for the purposes
therein stated.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in ___________________, the day and year last above written.


                       ------------------------------------------------
                       Notary Public in and for Said County and State


                       ------------------------------------------------
                       (Type, print or stamp the Notary's name below
                       his or her signature.)

My Commission Expires:


_______________________

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STATE OF Illinois  )
                   ) ss.
COUNTY OF Cook     )

     On this _____ day of March, 2004, before me, Elizabeth Ann Irving, a Notary
Public in and for said state, personally appeared Debra A. Palmer, who being by
me duly sworn did say that she is the Asst. Secretary of Inland Western Retail
Real Estate Trust, Inc., a Maryland corporation, the sole member of Inland
Western Glendale, L.L.C., a Delaware limited liability company, and that the
within instrument was signed and sealed in behalf of said corporation in behalf
of said limited liability company by authority of its board of directors, and
acknowledged said instrument to be the free act and deed of said corporation in
behalf of said limited liability company for the purposes therein stated.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal at my office in Oak Brook, Illinois, the day and year last above written.

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


                       ------------------------------------------------
                       (Type, print or stamp the Notary's name below
                       his or her signature.)

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

My Commission Expires:

      11-14-2004
-----------------------
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