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                                                                   Exhibit 10.81

WHEN RECORDED RETURN TO;

PRINCIPAL LIFE INSURANCE COMPANY
801 GRAND AVENUE
DES MOINES, IOWA 50392-1360
ATTENTION:  COMMERCIAL REAL ESTATE - CLOSING
            CAROL KRAAYENBRINK


 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE
 OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS
 FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR
 DRIVER'S LICENSE NUMBER.

                        DEED OF TRUST, SECURITY AGREEMENT
                             AND ASSIGNMENT OF RENTS
                                 LOAN NO. 753864


     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
March 26, 2004, by INLAND WESTERN IRVING LIMITED PARTNERSHIP, an Illinois
limited partnership, having a principal place of business and post office
address at 2901 Butterfield Road, Oak Brook, Illinois 60523, "BORROWER"
("Borrower" to be construed as "Borrowers" if the context so requires), to S.
P. Franzenburg, of 801 Grand Avenue, Des Moines, Iowa 50392-1360,
("TRUSTEE"), as Trustee for the benefit of PRINCIPAL LIFE INSURANCE COMPANY,
an Iowa corporation, having a principal place of business and post office
address c/o Principal Real Estate Investors, LLC, at 801 Grand Avenue, Des
Moines, Iowa 50392-1450, "LENDER".

                                   WITNESSETH:

     B.   Borrower is justly indebted to Lender for money borrowed (the "LOAN")
in the original principal sum of Twelve Million Seven Hundred Thousand and
00/100 Dollars ($12,700,000.00) (the "LOAN AMOUNT") evidenced by Borrower's
secured promissory note of even date herewith, made payable and delivered to
Lender, (as may be modified, amended, supplemented, extended or consolidated in
writing and any note(s) issued in exchange therefor or replacement thereof) (the
"NOTE") in which Note Borrower promises to pay to Lender the Loan Amount,
together with all accrued and unpaid interest thereon, interest accrued at the
Default Rate (if any), Late Charges (if any), the Make Whole Premium (if any),
all loans and future advances made by Lender to Borrower, and all other
obligations and liabilities due or to become due to Lender pursuant to the Loan
Documents and all other amounts, sums and expenses paid by or payable to Lender
pursuant to the Loan Documents and the Environmental Indemnity (collectively the
"INDEBTEDNESS") until the Indebtedness has been paid, but in any event, the
unpaid balance (if any) remaining due on the Note shall be due and payable on
May 1, 2009, or

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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, assign and
convey unto Trustee, its successors and assigns forever, in trust with power of
sale that certain real estate located in the County of Dallas, State of Texas
more particularly described in EXHIBIT A attached hereto and made apart hereof
(the "LAND"), which Land, together with the following described property, rights
and interests, is collectively referred to herein as the "PREMISES".

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

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

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

     G.   Together with any and all buildings and improvements of every kind and
description now or hereafter erected or placed on the said Land and all of
Borrower's right, title and interest in all materials intended for construction,
reconstruction, alteration and repairs of such buildings and improvements now or
hereafter erected thereon, all of which materials shall be deemed to be included
within the Premises immediately upon the delivery thereof to the Premises, and
all fixtures now or hereafter owned by Borrower and attached to or contained in
and used in connection with the Premises including, but not limited to, all
machinery, motors, elevators, fittings, radiators, awnings, shades, screens, and
all plumbing, heating, lighting, ventilating, refrigerating, incinerating,
air-conditioning and sprinkler equipment and fixtures and appurtenances thereto;
and all items of furniture, furnishings, equipment and personal property owned
by Borrower used or useful in the operation of the Premises; and all renewals or
replacements of all of the aforesaid property owned by Borrower or articles in
substitution therefor, whether or not the same are or shall be attached to said
buildings or improvements in any manner (collectively, the "IMPROVEMENTS"); it
being mutually agreed, intended and declared that all the aforesaid property
owned by Borrower and placed by it on the Land or used in connection with the
operation or maintenance of the Premises shall, so far as permitted by law,

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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, subject to the provisions of paragraph 7 below, all awards,
decrees, proceeds, settlements or claims for damage now or hereafter made to or
for the benefit of Borrower by reason of any damage to, destruction of or taking
of the Premises or any part thereof, whether the same shall be made by reason of
the exercise of the right of eminent domain or by condemnation or otherwise (a
"TAKING").

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

     K.   Borrower represents that has good and indefeasible fee simple title to
the Premises described as Tracts 1, 2 and 3 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 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.

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     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 on or before the
               due date thereof to cover the expense involved in handling such
               late payment according to the terms of the Loan Documents;

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

          (d)  complete within a reasonable time, the construction of any
               Improvements now or at any time in process of construction upon
               the Land which are required to be performed by Borrower;

          (e)  manage, operate and maintain the Premises and keep the Premises,
               including but not limited to, the Improvements, in good condition
               and repair and free from mechanics' liens or other liens or
               claims for liens, provided however, that Borrower may in good
               faith, with reasonable diligence and upon written Notice to
               Lender within twenty (20) days after

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               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

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               adjustment, modification or extension of the Note or any other
               Loan Document, any new policy or endorsement which may be
               reasonably required to assure Lender of such continuing coverage;

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

          (k)  remain a Single Purpose Entity (hereinafter defined).

     2.   Borrower shall not:

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

          (b)  remove or demolish any material Improvements, or any portion
               thereof, which at any time constitutes a part of the Premises.
               Notwithstanding anything hereinabove to the contrary, Borrower
               may construct, remove or demolish tenant improvements within the
               then existing buildings(s) or other structures to the extent such
               work is required solely under the terms of any Leases approved by
               Lender provided (i) no Event of Default exists under the Loan
               Documents; (ii) the work is completed on a timely basis, in a
               good, workmanlike, lien free manner and in accordance with all
               Legal Requirements, and (iii) such work does not negatively
               affect the structural integrity of the Improvements or the value
               of the Premises;

          (c)  cause or permit any change to be made in the general use of the
               Premises without Lender's prior written consent;

          (d)  initiate any or acquiesce to a zoning reclassification or
               material change in zoning without Lender's prior written consent.
               Borrower shall use all reasonable efforts to contest any such
               zoning reclassification or change;

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

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

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

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

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

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

               It is understood and agreed that the Indebtedness evidenced by
               the Note is personal to Borrower and in accepting the same Lender
               has relied upon what it perceived as the willingness and ability
               of Borrower to perform its obligations under the Loan Documents
               and the Environmental Indemnity and as lessor under the Leases of
               the Premises. Furthermore, Lender may consent to a Transfer and
               expressly waive Borrower's covenants contained in this paragraph
               2(f), in writing to Borrower; however any such consent and waiver
               shall not constitute any consent or waiver of such covenants as
               to any Transfer other than that for which the consent and waiver
               was expressly granted. Furthermore, Lender's willingness to
               consent to any Transfer and waive Borrower's covenants contained
               in this paragraph 2(f), implies no standard of reasonableness in
               determining whether or not such consent shall be granted and the
               same may be based upon what Lender solely deems to be in its best
               interest.

               For purposes of the Loan Documents, the following terms shall
               have the respective meanings set forth below:

               "TRANSFER" or "TRANSFERRED" shall mean with respect to the
               Premises, an interest in the Premises, or an ownership interest
               or interest therein:

               (i)   a sale, assignment, transfer, conveyance or other
                     disposition (whether voluntary, involuntary or by operation
                     of law);
               (ii)  the creation, sufferance or granting of any lien,
                     encumbrance, security interest or collateral assignment
                     (whether voluntarily, involuntarily or by operation of
                     law), other than the lien hereof, the leases of the
                     Premises assigned to Lender, the Permitted Encumbrances,
                     the granting of a lien on a tenant's interest under any
                     Lease in accordance with the terms specifically set forth
                     therein, and those liens which Borrower is contesting in
                     accordance with the provisions of paragraph 1(e);
               (iii) the issuance or other creation of ownership interests in an
                     entity;
               (iv)  the reconstitution or conversion from one entity to another
                     type of entity;

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               (v)   a merger, consolidation, reorganization or any other
                     business combination; or
               (vi)  a conversion to or operation of all or any portion of the
                     Premises as a cooperative or condominium form of ownership.

               "PERMITTED TRANSFER" shall mean:

               (i)   a minor (as determined by Lender) conveyance of an interest
                     in the Premises by Borrower, such as a utility easement,
                     and for which Lender has given its prior written consent
                     and imposed such conditions as Lender deems advisable and
                     appropriate;
               (ii)  a sale, assignment, transfer or conveyance of all or any
                     portion of the Premises or an interest in the Premises for
                     which Borrower has complied with all of the Property
                     Transfer Requirements; or
               (iii) any of the following Transfers for which Borrower has
                     complied with all of the Ownership Transfer Requirements as
                     applicable and Lender has given its prior written consent
                     (and in connection with such consent, Lender may impose any
                     conditions it wishes in its sole discretion):
                     (A)  a sale, assignment, transfer, or conveyance of an
                          ownership interest or interest therein;
                     (B)  the issuance or other creation of ownership interests
                          in an entity;
                     (C)  a reconstitution or conversion from one entity to
                          another type of entity;
                     (D)  a merger, consolidation, reorganization or any other
                          business combination;
               (iv)  with at least thirty (30) days advance written notice,
                     transfers of ownership interests in Borrower and entities
                     owning interests in Borrower between Inland Western Retail
                     Real Estate Trust, Inc., a Maryland corporation ("IWRRET"),
                     and its wholly owned affiliates for which Borrower has
                     complied with all of the Specific Transfer Requirements -
                     1;
               (v)   with at least thirty (30) days advance written notice,
                     transfers of ownership interests in Borrower and/or shares
                     in entities owning interests in Borrower to Qualified New
                     Partners or Qualified New Members (as the case may be)
                     (hereinafter defined), for which Borrower has complied with
                     all of the Specific Transfer Requirements - 2 (for purposes
                     of this Permitted Transfer, a "Qualified New Partner" or a
                     Qualified New Member" shall be defined as an institutional
                     investor or fund managed by an institutional investor
                     having assets of $100,000,000 or more);
               (vi)  with at least thirty (30) days advance written notice,
                     transfers of direct or indirect ownership interests in
                     Borrower and entities owning interests in Borrower and
                     IWRRET, and its wholly owned affiliates to a Qualified
                     Successor (hereinafter defined) and/or its wholly owned
                     affiliates for which Borrower has complied with all of the
                     Specific Transfer Requirements - 3 (for purposes of this

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                     Permitted Transfer, a "Qualified Successor" shall be
                     defined as an entity with a tangible net worth of
                     $200,000,000 or more; a debt to equity ratio of 1.5 or
                     less; and management personnel experienced in the ownership
                     and management of retail properties similar to the
                     Premises); or
               (vii) transfers of ownership interests in IWRRET.

               "PROPERTY TRANSFER REQUIREMENTS" are all of the following:

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

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

               3.    Receipt, at Borrower's expense, of a new standard loan
                     policy in a form approved by the insurance commissioner of
                     the state of Texas in the full amount of the Loan, in form
                     and by an issuer satisfactory to Lender, and which insures
                     this Deed of Trust to be a first and prior lien subject
                     only to those exceptions which were previously approved by
                     Lender and provides coverage against usury and mechanic's
                     liens. If usury coverage is not available, Borrower shall
                     provide, at Borrower's expense, a usury opinion letter in
                     form and substance and from counsel acceptable to Lender;

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

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                     or other instruments of transfer and documents relating to
                     the assignment and assumption of Leases; (c) evidence of
                     compliance with the insurance requirements contained in the
                     Loan Documents; and (d) compliance with such other closing
                     requirements as are customarily imposed by Lender in
                     connection with such transactions;

               5.    Execution, delivery, acknowledgment and recordation, as
                     applicable, of new, revised and/or replacement assumption
                     agreements, loan modification agreements, indemnification
                     agreements, escrow security or property reserves
                     agreements, security instruments, financing statements,
                     UCCs, new or revised letters of credit and/or guarantees in
                     form and substance satisfactory to Lender;

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

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


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

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

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

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               "SPECIFIC TRANSFER REQUIREMENTS - 1" are all of the following
               which Borrower agrees to provide to Lender prior to each proposed
               transfer: (i) a transfer fee of $2,000.00; (ii) all relevant
               documentation and information related to the organization,
               authority, and validity of the proposed ownership interest
               purchaser, transferee and the transaction in general; (iii) all
               documents and instruments of conveyance, transfer and assignment;
               (iv) at Lender's discretion, a reaffirmation of the obligations
               of the Guarantor(s) under the Guaranty; and (v) evidence of
               payment of all outside counsel fees, professional fees, title
               insurance fees, if any, and any and all other fees, costs and
               expenses related to the proposed transfer (provided that no
               assumption or transfer fee other than the $2,000 fee stated in
               (i) above shall be required).

               "SPECIFIC TRANSFER REQUIREMENTS - 2" are all of the following
               which Borrower agrees to provide to Lender prior to each proposed
               transfer: IWRRET or a wholly owned affiliate thereof (i) remains
               the sole member of the sole general partner of the Borrower, (ii)
               (a) retains 51% or more of the direct or indirect ownership
               interest in the Borrower, or (b) retains ownership of 20% to 50%
               of the direct or indirect ownership interest in the Borrower
               subject to Lender's review and approval in each instance of the
               proposed transferee and the subject transaction; Lender's review
               of the proposed transferee and the subject transaction shall
               encompass various factors, including but not limited to,
               transferee's creditworthiness, financial strength, and real
               estate management expertise, as well as the proposed
               transaction's effect on the Premises, Borrower and the other
               security for the Loan, and (iii) otherwise retains operational
               and management control of Borrower as determined by Lender, and
               further provided Borrower provides Lender each of the following
               items prior to each proposed transfer: (a) a transfer fee equal
               to the greater of $5,000.00 or the product of the percentage
               ownership interest in Borrower to be transferred multiplied by
               one percent (1%) of the outstanding principal balance of the
               Loan; (b) all relevant documentation and information related to
               the organization, authority, and validity of the proposed
               ownership interest purchaser, transferee and the transaction in
               general; (c) all documents and instruments of conveyance,
               transfer and assignment; (d) a reaffirmation of the obligations
               of the Guarantor(s) under the Guaranty; and (e) evidence of
               payment of all outside counsel fees, professional fees, title
               insurance fees and any and all other fees, costs and expenses
               related to the proposed transfer (provided that no assumption or
               transfer fee other than the $5,000,00 fee stated in (a) above
               shall be required).

               "SPECIFIC TRANSFER REQUIREMENTS - 3" are all of the following
               which Borrower agrees to provide to Lender prior to each proposed
               transfer:(i) said transfers are made to accommodate either the
               merger of IWRRET with the Qualified Successor or the sale of a
               majority of IWRRET's assets to the Qualified Successor, (ii) the
               Qualified Successor retains direct or indirect ownership of 51%
               or more of the ownership interests in the Borrower; (iii) the
               Qualified Successor or its wholly owned affiliate

                                       11
<Page>

               remains the sole member of the sole general partner of Borrower;
               and (iv) the Qualified Successor otherwise retains operational
               and management control of Borrower as determined by Lender, and
               further provided, Borrower provides Lender with each of the
               following items prior to the proposed transfer: (a) a transfer
               fee of $10,000.00; (b) all relevant documentation and information
               related to the organization, authority, and validity of the
               proposed ownership interest purchaser, transferee and the
               transaction in general; (c) all documents and instruments of
               conveyance, transfer and assignment; (d) a reaffirmation of the
               obligations of the Guarantor(s) under the Guaranty or assumption
               thereof by an individual(s) or entity(ies) acceptable to Lender
               in its sole discretion; and (e) evidence of payment of all
               outside counsel fees, professional fees, title insurance fees and
               any and all other fees, costs and expenses related to the
               proposed transfer (provided that no assumption or transfer fee
               other than the $10,000.00 fee stated in (a) above shall be
               required).

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

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

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

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

               then Borrower may in its discretion and upon the giving of
               written notice to Lender of its intended action and upon the
               furnishing to Lender of such security or bond as Lender may
               require, contest any such tax, assessment or charge in good faith
               and in the manner provided by law. All costs and expenses
               incidental to such contest shall be paid by Borrower. In the
               event of a ruling or adjudication adverse to Borrower, Borrower
               shall promptly pay such tax, assessment or charge. Borrower shall
               indemnify

                                       12
<Page>

               and save harmless the Lender and the Premises from any loss or
               damage arising from any such contest and shall, if necessary to
               prevent sale, forfeiture or any other loss or damage to the
               Premises or to Lender, pay such tax, assessment or charge or take
               whatever action is necessary to prevent any sale, forfeiture or
               loss.


     4.   (a)  Borrower shall at all times keep or cause to be kept in force (i)
               property insurance insuring all Improvements which now are or
               hereafter become a part of the Premises for perils covered by a
               causes of loss-special form insurance policy, including coverage
               against terrorism containing both replacement cost and agreed
               amount endorsements or equivalent coverage; (ii) commercial
               general liability insurance naming Lender as an additional
               insured protecting Borrower and Lender against liability for
               bodily injury or property damage occurring in, on or adjacent to
               the Premises in commercially reasonable amounts; (iii) boiler and
               machinery insurance if the property has a boiler or is an office
               building; (iv) rental value insurance for the perils specified
               herein for one hundred percent (100%) of the Rents (including
               operating expenses, real estate taxes, assessments and insurance
               costs which are lessee's liability) for a period of twelve (12)
               months; (v) builders risk insurance during all periods of
               construction; (vi) insurance against all other hazards as may be
               reasonably required by Lender, including, without limitation,
               insurance against loss or damage by flood; and (vii)
               environmental insurance.

               Notwithstanding anything herein above to the contrary, if
               neither: (i) property insurance without an exclusion for
               terrorism, terrorist acts or similar perils ("Terrorism") nor;
               (ii) a separate policy insuring specifically against Terrorism is
               available at a cost which is in Lender's opinion is commercially
               reasonable, taking into consideration, among other things: (a)
               how properties similar in type, size, quality and location are
               insured with respect to Terrorism; and (b) the amount of
               coverage, premium and deductible applicable to such insurance,
               then Lender agrees to waive the requirement to provide insurance
               covering Terrorism until such coverage again becomes available at
               a cost, which in Lender's opinion is commercially reasonable.

          (b)  All insurance (including deductibles and exclusions) shall be in
               form, content and amounts approved by Lender and written by an
               insurance company or companies approved by Lender and rated A -,
               class size VIII or better in the most current issue of Best's
               Insurance Reports and which is licensed to do business in the
               state in which the Premises are located or a governmental agency
               or instrumentality approved by Lender. The policies for such
               insurance shall have attached thereto standard mortgagee clauses
               in favor of and permitting Lender to collect any and all proceeds
               payable thereunder and shall include a 30 day (except for
               nonpayment of premium, in which case, a 10 day) notice of
               cancellation clause in favor of Lender. All certificates of
               insurance (or policies if requested by Lender) shall be delivered
               to and held by Lender as further security for the

                                       13
<Page>


               payment of the Note and any other obligations arising under the
               Loan Documents, with evidence of renewal coverage delivered to
               Lender at least 15 days before the expiration date of any policy.
               Borrower shall not carry or permit to be carried separate
               insurance, concurrent in kind or form and contributing in the
               event of loss, with any insurance required in the Loan Documents.

     5.   (a)  Upon the occurrence of an Event of Default and upon request of
               Lender, Borrower shall deposit with and pay to Lender, on the
               Closing Date and/or on each payment date specified in the Note,
               sums calculated by Lender for payment of the following as they
               become due and payable: (i) the estimated taxes and assessments
               assessed or levied against the Premises, and (ii) the estimated
               premiums for insurance required by the Loan Documents, excluding
               commercial general liability insurance. Lender shall use such
               deposits to pay the taxes, assessments and premiums when the same
               become due. Borrower shall procure and deliver to Lender, in
               advance, statements for such charges. If the total payments made
               by Borrower under this paragraph exceed the amount of payments
               actually made by Lender for taxes, assessments and insurance
               premiums, such excess shall be credited by Lender on subsequent
               deposits to be made by Borrower: If, however, the deposits are
               insufficient to pay the taxes, assessments and insurance premiums
               when the same shall be due and payable, Borrower will pay to
               Lender any amount necessary to make up the deficiency, five (5)
               business days before the date when payment of such taxes,
               assessments and insurance premiums shall be due. If at any time
               Borrower shall tender to Lender, in accordance with the
               provisions of the Note secured by this Deed of Trust, full
               payment of the entire Indebtedness represented thereby, Lender
               shall, in computing the amount of such Indebtedness, credit to
               the account of Borrower any balance remaining in the funds
               accumulated and held by Lender under the provisions of this
               paragraph. If there is an Event of Default resulting in a public
               sale of the Premises, or if Lender otherwise acquires the
               Premises after an Event of Default, Lender shall apply, at the
               time of commencement of such proceedings, or at the time the
               Premises is otherwise acquired, the balance then remaining in the
               funds accumulated under this paragraph as a credit toward any
               delinquent or accrued taxes and then in such priority as Lender
               elects to the other Indebtedness.

          (b)  Any funds held under this paragraph shall not constitute any
               deposit or account of the Borrower or moneys to which the
               Borrower is entitled upon demand, or upon the mere passage of
               time, or sums to which Borrower is entitled to any interest or
               crediting of interest by virtue of Lender's mere possession of
               such deposits. Lender shall not be required to segregate such
               deposits and may hold such deposits in its general account or any
               other account and may commingle such deposits with any other
               moneys of Lender or moneys which Lender is holding on behalf of
               any other person or entity.

                                       14
<Page>

     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 adjustment
               shall be subject to the written approval of Lender, not to be
               unreasonably withheld.

          (b)  Such proceeds, after deducting therefrom any reasonable expenses
               incurred by Lender in the collection thereof (including but not
               limited to reasonable attorneys' fees and costs), shall be
               applied by Lender to pay the Indebtedness secured hereby
               including, but not limited to the Make Whole Premium, whether or
               not then due and payable, provided, however, that if no Event of
               Default exists at the time of such application, no Make Whole
               Premium shall be due.

               Notwithstanding anything hereinabove to the contrary,

               (i)   in the event the casualty occurs more than six (6) months
                     prior to the Maturity Date and no Event of Default exists,
                     Lender shall apply such proceeds as outlined below;
                     provided, further, that Lender's rights in this
                     subparagraph are subject to Borrower's rights to use such
                     proceeds for rebuilding and restoring the buildings and
                     improvements as may be required or permitted by law in
                     effect at the time of the loss.

                     (A)  If the aggregate amount of such proceeds is less than
                          $250,000, Lender shall pay such proceeds directly to
                          Borrower, to be held in trust for Lender and applied
                          to the cost of rebuilding and restoring the Premises.

                     (B)  If the aggregate amount of such proceeds equals or
                          exceeds $250,000 Lender shall disburse such amounts of
                          the proceeds as Lender reasonably deems necessary for
                          the repair or replacement of the Premises, subject to
                          the conditions set forth in paragraph 6(c) below.

               (ii)  in the event (x) an Event of Default exists, or (y) the
                     casualty occurs during the last six (6) months prior to the
                     Maturity Date and

                                       15
<Page>

                     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 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

                                       16
<Page>

                     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 Premises shall
                     be so restored and rebuilt to substantially the same
                     character and quality as prior to such damage and
                     destruction and shall comply with all Legal Requirements.

          (d)  Should such damage or destruction occur after foreclosure or sale
               proceedings have been instituted, the proceeds of any such
               insurance policy or policies, if not applied in rebuilding or
               restoration of the Improvements, shall be used to pay (i) the
               Indebtedness then due and owing in the event of a non-judicial
               sale in such priority as Lender elects, or (ii) the amount due in
               accordance with any decree of foreclosure or deficiency judgment
               that may be entered in connection with such proceedings, and the
               balance, if any, shall be paid to the owner of the equity of
               redemption if it shall then be entitled to the same, or otherwise
               as any court having jurisdiction may direct.

7.   In the event of the commencement of a Taking affecting the Premises:

          (a)  Borrower shall notify Lender thereof in the manner provided in
               this Deed of Trust for the giving of notices. Lender may
               participate in such proceeding, and Borrower shall deliver to
               Lender all documents requested by it to permit such
               participation.

                                       17
<Page>

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

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

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

     9.   (a)  Upon the occurrence of any Event of Default, Lender may, but need
               not, make any payment or perform any act herein required of
               Borrower, in any form and manner deemed expedient and may, but
               need not, make full or partial payments of principal or interest
               on prior encumbrances, if any, and 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.

                                       18
<Page>

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

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

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

          (b)  Borrower, Interest Owner or any guarantor voluntarily brings or
               acquiesces to any of the following: (A) any action for
               dissolution, act of dissolution or dissolution or the like of
               Borrower, Interest Owner or any guarantor under the Federal
               Bankruptcy Code as now or hereafter constituted; (B) the filing
               of a petition or answer proposing the adjudication of Borrower,
               Interest Owner or any guarantor as a bankrupt or its
               reorganization or arrangement, or any composition, readjustment,
               liquidation, dissolution or similar relief with respect to it
               pursuant to any present or future federal or state bankruptcy or
               similar law; or (C) the appointment by order of a court of
               competent jurisdiction of a receiver, trustee or liquidator of
               the Premises or any part thereof or of Borrower, Interest Owner
               or any guarantor or of substantially all of the assets of
               Borrower, Interest Owner or any guarantor; or

          (c)  one or more of the items set forth in paragraph 10(b) above occur
               which were either not (i) voluntarily brought by Borrower,
               Interest Owner or any guarantor or (ii) acquiesced in by
               Borrower, Interest Owner or any 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

                                       19
<Page>

               Trust, the Guaranty, the Note or the Assignment of Leases from
               Borrower to Lender or in any other instrument or agreement which
               evidences or secures the Loan (the "LOAN DOCUMENTS"), or in the
               Environmental Indemnity and such failure shall have continued for
               30 days after Notice specifying such failure is given by Lender
               to Borrower; or

               If any failure to observe or perform under (d) above shall be of
               such nature that it cannot be cured or remedied within 30 days,
               Borrower shall be entitled to a reasonable period of time to cure
               or remedy such failure (not to exceed 90 days following the
               giving of Notice), provided Borrower commences the cure or remedy
               thereof within the 30 day period following the giving of Notice
               and thereafter proceeds with diligence, as determined by Lender,
               to complete such cure or remedy.

          (e)  the failure of Borrower to duly observe or perform any of the
               covenants, conditions and agreements of the Borrower contained in
               paragraph 2(f) of this Deed of Trust; or

          (f)  any representation when made by or on behalf of Borrower,
               Interest Owner or any guarantor regarding the Premises, the
               making or delivery of any of the Loan Documents or the
               Environmental Indemnity or in any material written information
               provided by or on behalf of Borrower, Interest Owner or any
               guarantor in connection with the Loan shall prove to be untrue or
               inaccurate in any material respect; or

          (g)  the failure of Borrower to give Notice to Lender within 90 days
               after the death of any individual who is personally liable for
               any obligation under the Loan Documents or the Environmental
               Indemnity, as Borrower, indemnitor or guarantor, whether or not
               such individual had executed the Note or this Deed of Trust; or

          (h)  subject to the provisions of paragraph 2(f), the failure of
               Borrower to provide Lender with an assumption agreement in form
               and substance and executed by a person(s) or entity(ies)
               acceptable to Lender in its sole discretion to assume the
               obligations of any deceased individual who is personally liable
               for any obligation under the Loan Documents or the 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

                                       20
<Page>

          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 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

                                       21
<Page>

          identify itself as a separate and distinct Entity under its own name
          and not as a division or part of any other person or Entity, (xxii)
          will not make loans to any person or Entity, (xxiii) will not identify
          its partners, members, shareholders, trustees, beneficiaries or any
          Affiliates of any of them as a division or part of it, (xxiv) will not
          enter into or be a party to, any transaction with its partners,
          members, shareholders, beneficiaries, trustees or its Affiliates
          except in the ordinary course of its business and on terms which are
          intrinsically fair and are no less favorable to it than would be
          obtained in a comparable arms-length transaction with an unrelated
          third party, (xxv) will pay the salaries of its own employees from its
          own funds, (xxvi) will maintain adequate capital in light of its
          contemplated business operations, (xxvii) if such Entity is a limited
          liability company, limited partnership, or business trust then such
          Entity shall continue (and not dissolve) for so long as a solvent
          managing member, general partner, or trustee, as applicable, exists
          and such Entity's organizational documents shall contain such
          provision.

     11.  Borrower agrees that if Lender accelerates the whole or any part of
          the principal sum hereby secured after the occurrence of an Event of
          Default, or applies any proceeds pursuant to the provisions hereof,
          Borrower waives any right to prepay the principal sum hereby secured
          in whole or in part without premium and agrees to pay, as yield
          maintenance protection and not as a penalty, a "MAKE WHOLE PREMIUM".
          However, in the event any proceeds from a casualty or Taking of the
          Premises are applied to reduce the principal balance under the Note,
          no Make Whole Premium shall be due so long as no Event of Default
          exists at the time of such application. The Make Whole Premium shall
          be the lesser of (i) the maximum amount which is allowable under Texas
          law limiting the amount of interest which may be contracted for,
          charged or received, after considering all other amounts constituting
          or deemed to constitute interest, and (ii) the greater of one percent
          (1%) of the principal amount to be prepaid or a premium calculated as
          follows:

          (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

                                       22
<Page>

               in accordance with the preceding sentence multiplied by the
               fraction which results from dividing the amount of the prepaid
               proceeds by the principal balance immediately prior to
               prepayment.

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

          Notwithstanding anything herein to the contrary, during the last 90
          days prior to the Maturity Date, the Make Whole Premium shall not be
          subject to the one percent (1%) minimum and shall be calculated only
          as provided in (a) through (c) above.

     12.  Upon the occurrence of an Event of Default, Lender shall have the
          option of declaring all Indebtedness in its entirety to be immediately
          due and payable, and the liens and security interests evidenced hereby
          shall be subject to foreclosure in any manner provided for herein (to
          the extent not inconsistent with applicable law) or provided for by
          law, as Lender may elect.

     13.  Upon the occurrence of an Event of Default, Trustee, Trustee's
          successor or substitute, is authorized and empowered and it shall be
          Trustee's special duty at the request of Lender to sell the Premises
          or any part thereof situated in the State of Texas at the courthouse
          of any county in the State of Texas in which any part of the Premises
          is situated, at public auction to the highest bidder for cash. The
          sale shall take place between the hours of 10 o'clock a.m. and 4
          o'clock p.m. on the first Tuesday in any month, at such area of the
          courthouse as shall be designated from time to time by the
          commissioners court of the specified county (or, if not so designated
          by the commissioners court, at such other area in the courthouse as
          may be provided in the notice of sale hereinafter described) after
          having given notice of such sale in accordance with the statutes of
          the State of Texas then in force governing sales of real estate under
          powers conferred by deed of trust. Any sale made by Trustee hereunder
          may be as an entirety or in such parcels as Lender may request, and
          any sale may be adjourned by announcement at the time and place
          appointed for such sale without further notice except as may be
          required by law. The sale by Trustee of less than the whole of the
          Premises shall not exhaust the power of sale herein granted, and
          Trustee is specifically empowered to make successive sale or sales
          under such power until the whole of the Premises shall be sold; and,
          if the proceeds of such sale of less than the whole of the Premises
          shall be less than the aggregate of the Indebtedness and the expense
          of executing this trust as provided herein, this Deed of Trust and the
          lien hereof shall remain in full force and effect as to the unsold
          portion of the Premises just as though no sale had been made;
          provided, however, that Borrower shall never have any right to require
          the sale of less than the whole of the Premises, but Lender shall have
          the right, at its sole election, to request Trustee to sell less than
          the whole of the Premises. After each sale, Trustee shall make to the
          purchaser or purchasers at such sale good and sufficient conveyances
          in the name of Borrower, conveying the property so sold to the
          purchaser or purchasers in fee simple with general warranty of title,
          and shall receive the proceeds of said sale or sales and

                                       23
<Page>

          apply the same as herein provided. The power of sale granted herein
          shall not be exhausted by any sale held hereunder by Trustee or
          Trustee's substitute or successor, and such power of sale may be
          exercised from time to time as many times as Lender may deem necessary
          until all of the Premises has been duly sold and all Indebtedness has
          been fully paid. In the event any sale hereunder is not completed or
          is defective in the judgment of Lender, such sale shall not exhaust
          the power of sale hereunder and Lender shall have the right to cause a
          subsequent sale or sales to be made hereunder. If an Event of Default
          occurs under this Deed of Trust, Lender shall have the option to
          proceed with foreclosure in satisfaction of such item, either through
          judicial proceedings or by directing Trustee to proceed as if under a
          full foreclosure, conducting the sale as herein provided without
          declaring the entire Indebtedness secured by this Deed of Trust due
          and payable, and if sale is made because of a default of an
          installment payment or a portion of an installment, such sale may be
          made subject to the unmatured part of the remaining unpaid
          Indebtedness; and it is agreed that such sale, if so made, shall not
          in any manner affect the unmatured portion of the Indebtedness
          secured by this Deed of Trust, but as to such unmatured part, this
          Deed of Trust shall remain in full force and effect as though no sale
          had been made under the provisions of this paragraph. Several sales
          may be made hereunder without exhausting the right of sale for any
          unmatured part of the Indebtedness secured by this Deed of Trust. Any
          and all statements of fact or other recitals made in any deed or deeds
          given by Trustee or any successor or substitute appointed hereunder as
          to nonpayment of the Indebtedness secured hereby, or as the occurrence
          of an Event of Default, or as to Lender having declared all of such
          Indebtedness to be due and payable, or as to the request to sell, or
          as to notice of time, place and terms of sale and of the properties to
          be sold having been duly given, or as to the refusal, failure or
          inability to act of Trustee or any substitute or successor, or as to
          the appointment of any substitute or successor trustee, or as to any
          other act or thing having been duly done by Lender or by such Trustee,
          substitute or successor, shall be taken as prima facie evidence of the
          truth of the facts so stated and recited. Trustee, Trustee's successor
          or substitute, may appoint or delegate any one or more persons as
          agent to perform any act or acts necessary or incident to any sale
          held by Trustee, including the posting of notices and the conduct of
          sale, but in the name and on behalf of Trustee, Trustee's successor or
          substitute.

     14.  That portion of the Premises which is personal property is referred to
          herein as the "Collateral". To secure the payment of the Indebtedness,
          Borrower hereby grants to Lender a security interest in the Collateral
          together with all proceeds of the Collateral. Upon the occurrence of
          an Event of Default, Lender may exercise its rights of enforcement
          with respect to the Collateral under the Texas Business and Commerce
          Code, as amended, and in conjunction with, in addition to or in
          substitution for those rights and remedies:

          (a)  the Lender may enter upon the Premises to take possession of,
               assemble and collect the Collateral or to render it unusable; and

                                       24
<Page>

          (b)  the Lender may require Borrower to assemble the Collateral and
               make it available at a place the Lender designates which is
               mutually convenient to allow the Lender to take possession or
               dispose of the Collateral; and

          (c)  written notice mailed to Borrower as provided herein ten (10)
               days prior to the date of public sale of the Collateral or prior
               to the date after which private sale of the Collateral will be
               made shall constitute commercially reasonable notice; and

          (d)  any sale made pursuant to the provisions of this paragraph shall
               be deemed to have been a public sale conducted in a commercially
               reasonable manner if held contemporaneously with the sale of the
               Premises under power of sale as provided herein upon giving the
               same notice with respect to the sale of the Collateral hereunder
               as is required for such sale of the Premises under power of sale;
               and

          (e)  in the event of a foreclosure sale, whether made by the Trustee
               under the terms hereof, or under judgment of a court, the
               Collateral and the Premises may, at the option of the Lender, be
               sold as a whole; and

          (f)  it shall not be necessary that the Lender take possession of the
               Collateral or any part thereof prior to the time that any sale
               pursuant to the provisions of this paragraph is conducted and it
               shall not be necessary that the Collateral or any part thereof be
               present at the location of such sale; and

          (g)  prior to application of proceeds of disposition of the Collateral
               to the Indebtedness, such proceeds shall be applied to the
               reasonable expenses of retaking, holding, preparing for sale or
               lease, selling, leasing and the like and the reasonable
               attorney's fees and legal expenses incurred by the Lender; and

          (h)  any and all statements of fact or other recitals made in any bill
               of sale or assignment or other instrument evidencing any
               foreclosure sale hereunder as to nonpayment of the indebtedness
               or as to the occurrence of any default, or as to the Lender
               having declared all of such indebtedness to be due and payable,
               or as to notice of time, place and terms of sale and of the
               properties to be sold having been duly given, or as to any other
               act or thing having been duly done by the Lender, shall be taken
               as prima facie evidence of the truth of the facts so stated and
               recited; and

          (i)  the Lender may appoint or delegate any one or more persons as
               agent to perform any act or acts necessary or incident to any
               sale held by the Lender, including the sending of notices and the
               conduct of the sale, but in the name and on behalf of the Lender.

     15.  This instrument shall be effective as a mortgage as well as a deed of
          trust and upon the occurrence of an Event of Default may be foreclosed
          as to any of the Premises in any manner permitted by the laws of the
          State of Texas or of any

                                       25
<Page>

          other state in which any part of the Premises is situated, and any
          foreclosure suit may be brought by Trustee or by Lender. In the event
          a foreclosure hereunder shall be commenced by Trustee, or Trustee's
          substitute or successor, Lender may at any time before the sale of the
          Premises direct Trustee to abandon the sale, and may then institute
          suit for the collection of the Note and other Indebtedness, and for
          the foreclosure of this Deed of Trust. It is agreed that if Lender
          should institute a suit for the collection of the Note or any other
          Indebtedness and for the foreclosure of this Deed of Trust, Lender may
          at any time before the entry of a final judgment in said suit dismiss
          the same, and require Trustee, Trustee's substitute or successor, to
          sell the Premises in accordance with the provisions of this Deed of
          Trust.

     16.  Upon such sale, Trustee shall make, execute, and after due payment is
          made, deliver to the purchaser or purchasers a deed or deeds for the
          Premises or part thereof sold and shall apply the proceeds of the
          sale, at the election of Lender first, to all of the expenses of such
          sale including the reasonable expenses of this trust or the Trustee
          and the fees and costs of any attorneys for this trust, environmental
          audits, the Trustee or Lender, all of which shall accrue and become
          due from and after any Event of Default, together with any sums which
          Trustee or Lender shall have paid for procuring any abstract,
          certificate or report of title to the Premises and, second, to
          principal, interest and any other Indebtedness and all other sums or
          amounts due under the Note or agreed or provided to be paid by
          Borrower herein or in any other Loan Documents, all in such order as
          Lender may determine. The remainder of such proceeds, if any, shall be
          paid to Borrower or Borrower's successors or assigns, as their rights
          may appear.

     17.  In the event of such a sale of the Premises or any part thereof and
          the execution of a deed or deeds therefor under these trusts, any
          recital therein of the occurrence of an Event of Default or of the
          giving or recording of any notice or demand by Trustee or Lender
          regarding such sale shall be conclusive proof thereof, and the receipt
          of the purchase money recited therein shall fully discharge the
          purchaser from any obligation for the proper application of the
          proceeds of sale in accordance with these trusts.

     18.  Following the occurrence of an Event of Default, unless the same has
          been specifically waived in writing, Borrower shall forthwith upon
          demand of Trustee or Lender surrender to Lender possession of the
          Premises, and Lender shall be entitled to take actual possession of
          the Premises or any part thereof personally or by its agents or
          attorneys, and Lender in its discretion may (to the extent permitted
          under applicable law), with or without force and with or without
          process of law, enter upon and take and maintain possession of all or
          any part of the Premises together with all documents, books, records,
          papers and accounts of the Borrower or the then owner of the Premises
          relating thereto, and may exclude Borrower, its agents or assigns
          wholly therefrom, and may in the name of the Borrower, or in its own
          name as Lender and under the powers herein granted:

          (a)  hold, operate, maintain, repair, rebuild, replace, alter,
               improve, manage or control the Premises as it deems judicious,
               insure and reinsure the same

                                       26
<Page>
               and any risks related to Lender's possession, operation and
               management thereof and receive all Rents, either personally or by
               its agents, and with full power to use such measures, legal or
               equitable, as in its discretion it deems proper or necessary to
               enforce the payment or security of the Rents, including actions
               for the recovery of Rent, actions in forcible detainer and
               actions in distress for Rents, hereby granting full power and
               authority to exercise each and every of the rights, privileges
               and powers herein granted at any and all times hereafter, without
               notice to Borrower; and

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

          Neither Trustee nor Lender shall be obligated to perform or discharge,
          nor does either hereby undertake to perform or discharge, any
          obligation, duty or liability under any Lease. Except to the extent
          that the same is caused solely by Lender's gross negligence or willful
          misconduct, should Trustee or Lender incur any liability, loss or
          damage under any Leases, or under or by reason of the Assignment of
          Leases, or in the defense of any claims or demands whatsoever which
          may be asserted against Lender or Trustee by reason of any alleged
          obligations or undertakings on its part to perform or discharge any of
          the terms, covenants or agreements in any Lease, the amount thereof,
          including costs, expenses and reasonable attorneys' fees and costs,
          including reasonable attorneys' fees and costs on appeal, shall be
          added to the Indebtedness and secured hereby, WHETHER OR NOT SUCH
          LIABILITY, LOSS OR DAMAGE ARISES OR ALLEGEDLY ARISES FROM OR IN
          CONNECTION WITH ANY ACTS OF NEGLIGENCE OF LENDER OR UNDER ANY THEORY
          OF STRICT LIABILITY.

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

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

          (b)  to the payment of any principal, interest or any other
               Indebtedness secured hereby or any deficiency which may result
               from any foreclosure sale;

                                       27
<Page>

          (c)  to the payment of established claims for damages, if any,
               reasonable attorneys' fees and costs and reasonable attorneys'
               fees and costs on appeal.

          The manner of the application of Rents, the reasonableness of the
          costs and charges to which such Rents are applied and the item or
          items which shall be credited thereby shall be within the sole and
          unlimited discretion of Lender. To the extent that the costs and
          expenses in (a) and (c) above exceed the amounts collected, the excess
          shall be added to the Indebtedness and secured hereby.

     20.  Upon the occurrence of any Event of Default, unless the same has been
          specifically waived in writing, Lender may apply to any court having
          jurisdiction for the appointment of a receiver of the Premises. Such
          appointment may be made either before or after sale, without notice,
          without regard to the solvency or insolvency of Borrower at the time
          of application for such receiver and without regard to the then value
          of the Premises or the adequacy of Lender's security. Lender may be
          appointed as such receiver. The receiver shall have power to collect
          the Rents during the pendency of any foreclosure proceedings and, in
          case of a sale, during the full statutory period of redemption, if
          any, as well as during any further times when Borrower, except for the
          intervention of such receiver, would be entitled to collect such
          Rents. In addition, the receiver shall have all other powers which
          shall be necessary or are usual in such cases for the protection,
          possession, control, management and operation of the Premises during
          the whole of said period. The court from time to time may authorize
          the receiver to apply the net income in its possession at Lender's
          election and in such order as Lender may determine in payment in full
          or in part of those items listed in paragraph 19.

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

          (b)  Borrower hereby waives any notice of default, demand for payment
               and notice of intent to accelerate the maturity of all or any
               portion of the Indebtedness secured hereby, except as may be
               otherwise expressly herein provided. Borrower hereby agrees that
               upon the occurrence of an Event of Default and the acceleration
               of the principal sum secured hereby pursuant to this Deed of
               Trust, to the full extent that such rights can be lawfully
               waived, Borrower hereby waives and agrees not to insist upon,
               plead, or in any manner take advantage of, any notice of
               acceleration, any stay, extension, exemption, homestead,
               marshaling or moratorium law or any

                                       28
<Page>

               law providing for the valuation or appraisement of all or any
               part of the Premises prior to any sale or sales thereof under any
               provision of this Deed of Trust or before or after any decree,
               judgment or order of any court or confirmation thereof, or claim
               or exercise any right to redeem all or any part of the Premises
               so sold and hereby expressly waives to the full extent permitted
               by applicable law on behalf of itself and each and every person
               or entity acquiring any right, title or interest in or to all or
               any part of the Premises, all benefit and advantage of any such
               laws which would otherwise be available to Borrower or any such
               person or entity, and agrees that neither Borrower nor any such
               person or entity will invoke or utilize any such law to otherwise
               hinder, delay or impede the exercise of any remedy granted or
               delegated to Lender herein but will permit the exercise of such
               remedy as though any such laws had not been enacted. Borrower
               hereby further expressly waives to the full extent permitted by
               applicable law on behalf of itself and each and every person or
               entity acquiring any right, title or interest in or to all or any
               part of the Premises any and all rights of redemption from any
               sale or any order or decree of foreclosure obtained pursuant to
               provisions of this Deed of Trust.

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

          The collection of such Rents and the application thereof as aforesaid
          shall not cure or waive any Event of Default or notice of default
          hereunder or invalidate any act done pursuant to such notice, except
          to the extent any such Event of 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

                                       29
<Page>

          from the use of any such items shall be applied to Borrower's
          obligations hereunder as above provided.

          Notwithstanding the direct and absolute assignment of the Rents, there
          shall be no pro tanto reduction of any portion of the Indebtedness
          except with respect to Rents actually received by Lender and applied
          by Lender toward payment of the Indebtedness.

     23.  All rights and remedies granted to Trustee or Lender in the Loan
          Documents shall be in addition to and not in limitation of any rights
          and remedies to which it is entitled in equity, at law or by statute,
          and the invalidity of any right or remedy herein provided by reason of
          its conflict with applicable law or statute shall not affect any other
          valid right or remedy afforded to Trustee or Lender. No waiver of any
          default or Event of Default under any of the Loan Documents shall at
          any time thereafter be held to be a waiver of any rights of the
          Trustee or Lender hereunder, nor shall any waiver of a prior Event of
          Default or default operate to waive any subsequent Event of Default or
          default. All remedies provided for in the Loan Documents are
          cumulative and may, at the election of Lender, be exercised
          alternatively, successively or concurrently. No act of Trustee or
          Lender shall be construed as an election to proceed under any one
          provision herein to the exclusion of any other provision or to proceed
          against one portion of the Premises to the exclusion of any other
          portion. Time is of the essence under this Deed of Trust and the Loan
          Documents.

     24.  By accepting payment of any sum secured hereby after its due date,
          Lender does not waive its right either to require prompt payment when
          due of all other sums or installments so secured or to declare a
          default for failure to pay such other sums or installments.


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

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

     27.  If the payment of the Indebtedness secured hereby or of any part
          thereof shall be extended or varied, or if any part of the security be
          released, all persons now or at any time hereafter liable therefor, or
          interested in said Premises, shall be held to assent to such
          extension, variation or release, and their liability and the lien and
          all provisions hereof shall continue in full force, the right of
          recourse against all such persons being expressly reserved by Lender
          notwithstanding such variation or release.

     28.  Upon payment in full of the principal sum, interest and other
          Indebtedness secured by the Loan Documents, these presents shall be
          null and void, and

                                       30
<Page>

     Trustee shall release this Deed of Trust and the lien hereof by proper
     instrument executed in recordable form,

     29.  (a)  Borrower hereby grants to Lender and its respective agents,
               attorneys, employees, consultants, contractors and assigns an
               irrevocable license and authorization to enter upon and inspect
               the Premises and all facilities located thereon at reasonable
               times, subject to the inspection rights provisions afforded to
               Borrower under the Leases. Lender shall make reasonable efforts
               to ensure that the operations of the tenants are not disrupted.

          (b)  In connection with any sale or conveyance of this Deed of Trust,
               Borrower grants to Lender and its respective agents, attorneys,
               employees, consultants, contractors and assigns an irrevocable
               license and authorization to conduct, at Lender's expense, a
               Phase I environmental audit of the Premises, subject to the
               inspection rights provisions afforded to Borrower under the
               Leases.

          (c)  In the event there has been an Event of Default or in the event
               Lender has formed a reasonable belief, based on its inspection of
               the Premises or other factors known to it, that Hazardous
               Materials may be present on the Premises, then Borrower grants to
               Lender and its respective agents, attorneys, employees,
               consultants, contractors and assigns an irrevocable license and
               authorization to conduct, at Borrower's expense, using
               Engineering Consulting Services, Ltd. 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.

     30.  Within 15 days after any written request by any party to this Deed of
          Trust, the requested party shall certify, by a written statement duly
          acknowledged, the

                                       31
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          amount of principal, interest and other Indebtedness then owing on the
          Note, the terms of payment, Maturity Date and the date to which
          interest has been paid. Borrower shall further certify whether any
          defaults, offsets or defenses exist against the Indebtedness secured
          hereby. Borrower shall also furnish to Lender, within 30 days of its
          request therefor, tenant estoppel letters from such tenants of the
          Premises as Lender may reasonably require; which Lender shall not
          request more than one (1) time per annum.

     31.  (a)  Borrower shall furnish to Lender within 90 days after the end of
               each fiscal year of Borrower, a detailed and analytical financial
               report prepared in accordance with generally accepted accounting
               principles consistently applied, certified in a manner and
               otherwise in form acceptable to Lender covering the full and
               complete operation of the Premises, including without limitation:
               (i) income and expense statements, and (ii) a report of the
               leasing status of the Premises as of the end of such period,
               identifying the lessee, square footage leased, rental amount,
               base rental increases, rental concessions and/or rental
               deferments, if any, and commencement and expiration dates under
               each Lease of the Premises and a listing of sales volumes
               attained by lessees of the Premises under percentage leases for
               the immediately preceding year, and (iii) within 15 days after
               written request by Lender, an aged accounts receivable report, an
               annual budget, and sales volumes for lessees under percentage
               leases. Such reports shall be prepared by an accountant who may
               be an employee of Borrower, or of an affiliate of Borrower,
               acceptable to Lender. In addition to the reports referred to
               herein, Borrower shall promptly supply any additional information
               or records relating to the Premises or its operation as Lender
               may from time to time reasonably request.

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

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

     32.  Each notice, consent, request, report or other communication under
          this Deed of Trust or any other Loan Document (each, a "NOTICE"),
          which any party hereto may desire or be required to give to the other
          shall be deemed to be an adequate and sufficient notice if given in
          writing and service is made by either (i) registered or certified
          mail, postage prepaid, in which case notice shall be deemed to have
          been received three (3) business days following deposit to U.S. mail;
          or (ii) nationally recognized overnight air courier, next day
          delivery, prepaid, in which case such notice shall be deemed to have
          been received one (1) business day following delivery to such
          nationally recognized overnight air courier; provided that service of
          a notice required by Tex. Property Code Section 51.002 shall be
          considered complete when the requirements of that statute are met. All
          Notices

                                       32
<Page>

          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. 753864, or to such other place as any party
          may by written notice to the other parties designate as a place for
          service of notice. Borrower shall not be permitted to designate more
          than one place for service of Notice concurrently.

     33.  Lender, from time to time, may substitute another Trustee in place of
          the Trustee named herein, to execute the trusts hereby created; and
          upon such appointment, and without conveyance to the successor
          trustee, the successor trustee shall be vested with all the title,
          interest, powers, duties and trusts in the Premises hereby vested in
          or conferred upon Trustee herein named. Each such appointment and
          substitution shall be made by written instrument executed by the
          Lender containing reference to this Deed of Trust sufficient to
          identify it, which instrument need not be recorded but when recorded
          in the office of the County Recorder of the county or counties in
          which the Premises is situated, shall be conclusive proof of proper
          appointment of the successor trustee. The recital or statement, in any
          instrument executed by Trustee in pursuance of any of said trusts, of
          the due authorization of any agent of the Trustee executing the same
          shall for all purposes be conclusive proof of such authorization.

     34.  Trustee at any time, at Trustee's option, may commence and maintain
          suit in any court of competent jurisdiction and obtain the aid and
          direction of said court in the execution by it of the trusts or any of
          them, herein expressed or contained, and, in such suit, may obtain the
          orders or decrees, interlocutory or final of said court directing the
          execution of said trusts, and confirming and approving Trustee's acts,
          or any of them, or any sales or conveyances made by Trustee, and
          adjudging the validity thereof, and directing that the purchasers of
          the property sold and conveyed be let into immediate possession
          thereof, and providing for orders of court or other process requiring
          the Sheriff of the county in which said property is situated to place
          and maintain said purchasers in quiet and peaceable possession of the
          property so purchased by them, and the whole thereof.

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

     36.  Borrower, forthwith upon request, at any and all times hereafter, at
          the expense of Borrower, will cause to be made, executed, acknowledged
          and delivered to Trustee, any and every deed or assurance in law which
          Trustee or counsel of Trustee shall reasonably advise or require for
          the more sure, effectual and satisfactory granting and confirming of
          said Premises unto Trustee.

                                       33
<Page>

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

     38.  Trustee accepts this trust when this Deed of Trust executed and
          acknowledged is made a public record as provided by law. Trustee is
          not obligated to notify any party hereto of pending sale under any
          other deed of trust or of any action or proceeding in which Borrower,
          Lender, or Trustee shall be a party unless brought by Trustee.

     39.  This Deed of Trust and all provisions hereof shall inure to the
          benefit of the heirs, successors and assigns of Lender and shall bind
          the heirs and permitted successors and assigns of Borrower.

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

     41.  As used herein, the term "DEFAULT RATE" means a rate equal to the
          lesser of (i) four percent (4%) per annum above the then applicable
          interest rate payable under the Note or (ii) the maximum rate allowed
          by applicable law.

     42.  BORROWER AND LENDER EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
          WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS
          BROUGHT BY BORROWER, TRUSTEE OR LENDER IN CONNECTION WITH THIS DEED OF
          TRUST, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS SECURED HEREBY, OR
          ANY OTHER STATEMENTS OR ACTIONS OF LENDER.

     43.  This Deed of Trust and the Indebtedness secured hereby is for the sole
          purpose of conducting or acquiring a lawful business, professional or
          commercial activity or for the acquisition or management of real or
          personal property as a commercial investment, and all proceeds of such
          Indebtedness shall be used for said business or commercial investment
          purpose. Such proceeds will not be used for the purchase of any
          security within the meaning of the Securities Exchange Act of 1934, as
          amended, or any regulation issued pursuant thereto, including without
          limitation, Regulations U, T and X of the Board of Governors of the
          Federal Reserve System. This is not a purchase money deed of trust
          where a seller is providing financing to a buyer for the payment of
          all or any portion of the purchase price and the Premises secured
          hereby is not a residence or homestead or used for mining, grazing,
          agriculture, timber or farming purposes.

     44.  Unless Lender shall otherwise direct in writing, Borrower shall appear
          in and defend all actions or proceedings purporting to affect the
          security hereunder, or any right or power of the Lender, excluding any
          Federal regulatory proceedings against Lender that are not instituted
          because of any act or omission by Borrower,

                                       34
<Page>

          any Interest Owner or which result from the Premises. The Lender shall
          have the right to appear in such actions or proceedings. Borrower
          shall save Lender harmless from all reasonable costs and expenses,
          including but not limited to, reasonable attorneys' fees and costs and
          costs of a title search, continuation of abstract and preparation of
          survey incurred by reason of any action, suit, proceeding, hearing,
          motion or application before any court or administrative body in and
          to which Lender may be or become a party by reason hereof, excluding
          any Federal regulatory proceedings against Lender that are not
          instituted because of any act or omission by Borrower, any Interest
          Owner or which result from the Premises. Such proceedings shall
          include but not be limited to condemnation, bankruptcy, probate and
          administration proceedings, as well as any other action, suit,
          proceeding, right, motion or application wherein proof of claim is by
          law required to be filed or in which it becomes necessary to defend or
          uphold the terms of this Deed of Trust or the Loan Documents or
          otherwise purporting to affect the security hereof or the rights or
          powers of Lender. All money paid or expended by Lender in that regard,
          together with interest thereon from date of such payment at the
          Default Rate shall be additional Indebtedness secured hereby and shall
          be immediately due and payable by Borrower without notice.

     45.  Upon the occurrence of an Event of Default, unless the same has been
          specifically waived in writing, all Rents collected or received by
          Borrower shall be accepted and held for Lender in trust and shall not
          be commingled with the funds and property of Borrower, but shall be
          promptly paid over to Lender.

     46.  If more than one, all obligations and agreements of Borrower and of
          any general partner of Borrower are joint and several.

     47.  This Deed of Trust may be executed in counterparts, each of which
          shall be deemed an original; and such counterparts when taken together
          shall constitute but one agreement.

     48.  This Deed of Trust shall be effective as a financing statement filed
          as a fixture filing with respect to all fixtures included within the
          Property and is to be filed for record in the real estate records in
          the office of the county clerk where the Land and Improvements
          (including said fixtures) are situated.

     IN WITNESS WHEREOF, Borrower has caused this Deed of Trust to be duly
executed and delivered as of the date first above written.

                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)

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                          SIGNATURE PAGE OF BORROWER TO
            DEED OF TRUST, SECURITY AGREEMENT AND ASSIGNMENT OF RENTS


                           INLAND WESTERN IRVING LIMITED
                           PARTNERSHIP, an Illinois limited partnership

                           By:  INLAND WESTERN IRVING GP, L.L.C., a
                                Delaware limited liability company, its General
                                Partner

                                By:  INLAND WESTERN RETAIL REAL
                                     ESTATE TRUST, INC., a Maryland
                                     corporation, its Sole Member


                                     By:  /s/ Valerie Medina
                                          ----------------------
                                          Name: Valerie Medina
                                               -----------------
                                          Title: Asst. Secretary
                                                ----------------


STATE OF ILLINOIS   )
                    )
COUNTY OF DUPAGE    )


     This instrument was acknowledged before me on March 26, 2004 by Valerie
Medina, Asst. Secretary of Inland Western Retail Real Estate Trust, Inc., a
Maryland corporation, on behalf of said corporation, in its capacity as sole
member of Inland Western Irving GP, L.L.C., a Delaware limited liability
company, on behalf of said limited liability company, in its capacity as General
Partner of Inland Western Irving Limited Partnership, an Illinois limited
partnership, on behalf of said limited partnership.


                                           /s/ Robin Rash
                                           ---------------------------------
                                           Notary Public, State of Illinois

                                               Robin Rash
My Commission Expires:                     ---------------------------------
     6/6/04                                Typed or Printed Name


          OFFCIAL SEAL
           ROBIN RASH
NOTARY PUBLIC, STATE OF ILLINOIS
MY COMMISSION EXPIRES 6-6-2004

<Page>

                                    EXHIBIT A

                                (TO BE ATTACHED)

<Page>

                                    EXHIBIT B

                                (TO BE ATTACHED)