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                                                                   Exhibit 10.99

                                 PROMISSORY NOTE

$1,850,000.00                                                 New York, New York
                                                               ______ ____, 2004

               FOR VALUE RECEIVED, INLAND WESTERN DANFORTH, L.L.C., a Delaware
limited liability company having its principal place of business at 2901
Butterfield Road, Oak Brook, Illinois 60523, a maker hereunder (referred to
herein as "BORROWER"), hereby unconditionally promises to pay to the order of
BEAR STEARNS COMMERCIAL MORTGAGE, INC., a New York corporation, as payee, having
an address at 383 Madison Avenue, New York, New York 10179 ("LENDER"), or at
such other place as the holder hereof may from time to time designate in
writing, the principal sum of ONE MILLION EIGHT HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($1,850,000.00), in lawful money of the United States of America
with interest thereon to be computed from the date of this Note at the Interest
Rate, and to be paid in accordance with the terms of this Note and that certain
Loan Agreement, dated as of the date hereof, by and among Borrower, Inland
Western Norman, L.L.C., a Delaware limited liability company, Inland Western
Euless Limited Partnership, an Illinois limited partnership, 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

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

                                    ARTICLE 7

                                    TRANSFER

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

                                    ARTICLE 8

                                   EXCULPATION

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

                                    ARTICLE 9

                                  GOVERNING LAW

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

                                   ARTICLE 10

                                     NOTICES

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


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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 DANFORTH, 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: Assistant Secretary

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                                 ACKNOWLEDGMENT

STATE OF Illinois

COUNTY OF Du Page

          The foregoing instrument was acknowledged before me this 26th day of
April, 2004 by Debra A. Palmer as Asst. Secretary of INLAND WESTERN RETAIL REAL
ESTATE TRUST, INC., a Maryland corporation, which is the sole member and manager
of INLAND WESTERN DANFORTH, L.L.C., a Delaware limited liability company, who
executed the foregoing instrument, and acknowledged the execution thereof to be
her free act and deed as such officer on behalf of said corporation in its
capacity as sole member and manager of said limited liability company for the
use and purposes therein mentioned, and the said instrument is the act and deed
of said corporation and limited liability company. She is personally known to
me.

          My commission expires: 10/18/07


[Notarial Seal]                      /s/ Mary V. Cooper
                                     -----------------------------
                                     Print Name:
       OFFICIAL SEAL                 Notary Public
       MARY V COOPER                 Serial Number:
NOTARY PUBLIC-STATE OF ILLINOIS                    ---------------
MY COMMISSION EXPIRES:10/18/07

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