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                                                                   Exhibit 10.74

                                   GUARANTY-II
                                 LOAN NO. 753865

     THIS GUARANTY (as the same may from time to time hereafter be modified,
supplemented or amended, the "GUARANTY-II") is made as of April 6, 2004 by
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC., a Maryland corporation, having an
office at 2901 Butterfield Road, Oak Brook, Illinois 60523 ("GUARANTOR"), in
favor of PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation, having a
principal place of business and post office address at c/o Principal Real Estate
Investors, LLC, 801 Grand Avenue, Des Moines, Iowa 50392-1450 ("LENDER").

                                    RECITALS:

     Lender has agreed to make a loan (the "LOAN") in the original principal sum
of Five Million Three Hundred Forty-two Thousand and 00/100 Dollars
($5,342,000.00) (the "LOAN AMOUNT") to INLAND SOUTHEAST KING'S GRANT, L.L.C., a
Delaware limited liability company ("Borrower"); and

     The Loan is evidenced by Borrower's secured promissory note made payable
and delivered to Lender (as the same may from time to time hereafter be
modified, amended, supplemented, extended or consolidated in writing, and any
note(s) issued in exchange therefor or replacement thereof, the "NOTE") and
further evidenced and secured by a "MORTGAGE" (it being agreed that "Mortgage"
as hereinafter used shall be construed to mean "mortgage" or "deed of trust" or
"trust deed" or "deed to secure debt" as the context so requires) on certain
real estate located in Cabarrus County, North Carolina, together with all
existing improvements constructed thereon, said Premises being more particularly
described in said Mortgage, and an Assignment of Leases ("ASSIGNMENT OF
LEASES"); and

     In connection with the Loan, the Borrower has also executed that certain
Environmental Indemnity ("ENVIRONMENTAL INDEMNITY") and Guaranty both for the
benefit of Lender (the Note, Environmental Indemnity, Guaranty, Mortgage and
Assignment of Leases and all other instruments or agreements by which the Loan
is evidenced or secured are hereinafter collectively referred to as the
"UNDERLYING INSTRUMENTS"); and

     It is a condition of Lender's agreement to make the Loan that Guarantor be
unconditionally liable for and personally guarantee the payment of $1,083,333.00
of the Indebtedness represented by the Note upon the terms and conditions as are
hereinafter set forth; and

     WHEREAS, Guarantor is financially interested in Borrower and is materially
benefited by the consummation of the Loan and has agreed to unconditionally and
personally guarantee the payment of $1,083,333.00 of the Indebtedness
represented by the Note upon the terms and conditions as are hereinafter set
forth.

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     NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower,
Guarantor intending to be legally bound, hereby makes the following
representations and warranties to the Lender and hereby covenants and agrees
with the Lender as follows:

  1. 1.  Guarantor absolutely, irrevocably and unconditionally guarantees to the
     Lender payment when due (whether by acceleration or otherwise) of the
     principal of, interest on, Make Whole Premium (if any, Default Rate
     interest (if any), Late Charges (if any), and all other Indebtedness under
     said Note (all of which payments, liabilities and obligations are
     hereinafter collectively referred to as the "Guaranteed Obligations-II")
     provided, however, that Guarantor's liability hereunder shall not exceed
     $1,083,333.00 plus any and all costs to enforce this Guaranty-II and such
     is not impacted by any amount of principal paydown unless the principal
     amount of the Loan is less than $1,083,333.00. Provided further, however,
     the Guaranteed Obligations-II are in addition to the Guaranteed Obligations
     as that termed is defined in the Guaranty also of even date herewith.

     Borrower and Toys "R" Us - Delaware, Inc. ("Toys R Us") entered into a
     lease dated April 19, 2000 ("Toys R Us Lease"). In accordance with
     paragraph No. 3 of the First Lease Amendment dated April 10, 2002
     ("Amendment") to the Toys "R" Us Lease, Toys R Us is, as of the date
     hereof, paying 1/2 of the fixed rental obligation provided for the in Toys
     R Us Lease. Provided no Event of Default exists under the Loan Documents,
     the Guarantor's liability under this Guaranty-II shall be reduced dollar
     for dollar as each monthly payment of 1/2 fixed rent is received by
     Borrower from Toys R Us and Borrower then makes the applicable monthly debt
     service payment to Lender under the Loan. Upon Lender's receipt of the
     following, Borrower shall be released in full from the obligations of this
     Guaranty-II: (a) evidence satisfactory to Lender, in Lender's reasonable
     discretion, that the requirements outlined in paragraph No. 3 of the
     Amendment, which then results in Toys R Us being obligated to pay the full
     fixed rental obligation provided for in the Toys R Us Lease, have been
     satisfied; (b) a lessee's estoppel certificate executed by Toys R Us in
     form and content acceptable to Lender indicating, among other things, the
     commencement of consecutive full monthly fixed rental payments with all
     rental concessions and deferments having expired; and (c) evidence that
     Borrower has paid Thomas Enterprises, Inc. and Fourth Quarter Properties IV
     ("Seller") the fee referenced in the fourth full paragraph of the purchase
     contract amendment dated December 18, 2003 (between the Seller and
     Borrower) which said fee becomes due from Borrower to the Seller upon the
     Toys R Us rental obligation increasing from 1/2 fixed rent to full fixed
     rent.

2.   Guarantor absolutely, irrevocably and unconditionally waives notice of
     acceptance of this Guaranty and notice of any payment, liability or
     obligation to which it may apply, and waives presentment, demand of
     payment, protest, notice of dishonor or nonpayment of such liabilities
     under this Guaranty or any of the Underlying Instruments creating the
     Guaranteed Obligations-II and any suit or taking other action by the Lender
     against, and

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     any other notice to, any party liable thereon or any property which may be
     security therefor. The Guarantor further waives any right conferred by
     N.C.G.S. Section 26-7 et seq.

3.   The Lender may at any time and from time to time without the consent of, or
     notice to, Guarantor, without incurring any responsibility to Guarantor and
     without impairing or releasing any of the obligations of Guarantor
     hereunder, upon or without any terms or conditions and in whole or in part:

     (a)  renew, alter or change the interest rate, manner, time, place or terms
          of payment or performance of any of the Guaranteed Obligations-II, or
          any liability incurred directly or indirectly in respect thereof,
          whereupon the guaranty herein made shall apply to the Guaranteed
          Obligations-II as so changed, extended, renewed or altered;

     (b)  sell, exchange, release, surrender, and in any manner and in any order
          realize upon or otherwise deal with any property at any time directly
          and absolutely assigned or pledged or mortgaged to secure the
          Guaranteed Obligations-II or any liabilities (including any of those
          hereunder) incurred directly or indirectly in respect thereof;

     (c)  exercise or refrain from exercising any rights against Borrower or any
          other person (including Guarantor) or otherwise act or refrain from
          acting with regard to the Underlying Instruments, Guaranteed
          Obligations-II or this Guaranty;

     (d)  settle or compromise any of the Guaranteed Obligations-II, any
          security therefor or any liability (including any of those hereunder)
          incurred directly or indirectly in respect thereof or hereof, and/or
          subordinate the payment of all or any part thereof to the payment of
          any liability of Borrower (whether or not then due) to creditors of
          Borrower other than the Lender and Guarantor;

     (e)  apply any sums in whatever manner paid or realized to any liability or
          liabilities of Borrower to the Lender regardless of what liability or
          liabilities of Borrower remain unpaid;

     (f)  consent to or waive any breach of or any act, omission or default
          under the Underlying Instruments or otherwise amend, modify or
          supplement any of such instruments or agreements; and/or

     (g)  sell, convey or assign, whether into a securitized transaction or
          otherwise, all or any part of Lender's interest in this Guaranty and
          the Underlying Instruments.

4.   (a)  No invalidity, irregularity or unenforceability of all or any part of
          the Underlying Instruments, the Guaranteed Obligations-II or this
          Guaranty, or of any security therefor, shall affect, impair or
          constitute a defense to this Guaranty. This

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          Guaranty is a direct and primary obligation of Guarantor, and
          Guarantor's obligations hereunder are not as a surety. This is a
          guaranty of payment and performance, and not merely a guaranty of
          collection.

     (b)  Guarantor acknowledges and agrees that this Guaranty and Guarantor's
          obligations with respect to payments and performance under the
          Environmental Indemnity shall remain in full force and effect,
          notwithstanding the fact that the Note and payments due under the
          other Underlying Instruments have been paid in full.

5.   (a)  Notwithstanding any payment or payments made by Guarantor hereunder,
          Guarantor will not assert or exercise any right of the Lender or of
          such Guarantor against Borrower to recover the amount of any payment
          made by such Guarantor to the Lender by way of subrogation,
          reimbursement, contribution, indemnity or otherwise arising by
          contract or operation of law, and Guarantor shall not have any right
          of recourse to or any claim against assets or property of Borrower,
          whether or not the obligations of Borrower have been satisfied, all of
          such rights being herein expressly waived by Guarantor. The provisions
          of this paragraph shall survive the termination of this Guaranty, and
          any satisfaction and discharge of Borrower by virtue of any payment,
          court order or any applicable law.

     (b)  Notwithstanding the provisions of Section 5(a), Guarantor shall have
          and be entitled to all rights of subrogation otherwise provided by
          applicable law in respect of any payment Guarantor may make or be
          obligated to make under this Guaranty, and to assert and enforce the
          same, in each case on and after, but at no time prior to, the date
          (the "SUBROGATION TRIGGER DATE") which is 91 days after the date on
          which all obligations under the Underlying Instruments shall have been
          paid or performed in full, if and only if the existence of Guarantor's
          rights under this Section 5(b) would not make Guarantor a creditor
          (as defined in the Bankruptcy Reform Act of 1978, an amended, 11
          U.S.C. Sections 101 et seq., and the regulations adopted and
          promulgated pursuant thereto) of Borrower in any insolvency
          bankruptcy, reorganization or similar proceeding commenced on or prior
          to the Subrogation Trigger Date.

     (c)  In the event that Guarantor shall advance or become obligated to pay
          any sums with respect to any obligation hereby guaranteed or in the
          event that for any reason whatsoever the Borrower or any subsequent
          owner of the collateral securing the Loan is now, or shall hereafter
          become, indebted to Guarantor, Guarantor agrees that the amount of
          such sums and of such Indebtedness together with all interest thereon,
          shall at all times be subordinate as to the lien, time of payment and
          in all other respects, to all sums, including principal, interest and
          other Indebtedness, at any time owing to the Lender under any of
          the Underlying Instruments. Nothing herein contained is intended or
          shall be construed to give to Guarantor any right to participate in
          any way in the right, title or interest of the

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          Lender in or to the collateral securing the Loan, notwithstanding any
          payments made by Guarantor under this Guaranty, all such rights of
          participation being hereby expressly waived and released.

6.   Guarantor agrees that to the extent that Borrower makes a payment or
     payments to Lender, which payment or payments or any part thereof are
     subsequently invalidated, declared to be fraudulent or preferential, set
     aside or required, for any of the foregoing reasons or for any other
     reasons, to be repaid or paid over to a custodian, trustee, receiver or any
     other party under any bankruptcy act, state or federal law, common law or
     equitable cause, then to the extent of such payment or repayment, the
     obligation or part thereof intended to be satisfied shall be revived and
     continued in full force and effect as if such payment had not been made.

7.   Guarantor makes the following representations and warranties which shall
     survive the execution and delivery of this Guaranty:

     (a)  Guarantor is and, until the Indebtedness is paid in full, will
          continue to (i) be a duly organized and validly existing entity in
          good standing under the laws of the state of its formation, (ii) be
          duly qualified as a foreign entity in each jurisdiction in which the
          nature of its business makes such qualification necessary or
          desirable, (iii) have the requisite power and authority to carry on
          its business as now being conducted, (iv) have the requisite power to
          execute, deliver and perform its obligations under this Guaranty, and
          (v) comply with the provisions of all of its organizational documents,
          and the Legal Requirements of the state of its formation.

     (b)  The execution, delivery and performance of this Guaranty (i) are
          within the applicable powers of Guarantor; (ii) have been authorized
          by all requisite action; (iii) have received all necessary approvals
          and consents, corporate, governmental or otherwise; (iv) does not and
          will not violate, conflict with, result in a breach of or constitute
          (with notice or lapse of time, or both) a default under any provision
          of law, any order or judgment of any court or governmental authority,
          the articles of incorporation, by-laws, partnership, operating or
          trust agreement, or other governing instrument of Guarantor, or any
          indenture, agreement or other instrument to which Guarantor is a party
          or by which Guarantor or any of Guarantor's assets is or may be bound
          or affected; (v) does not and will not result in the creation or
          imposition of any lien, charge or encumbrance whatsoever upon any of
          Guarantor's assets; and (vi) does not and will not require any
          authorization or license from, or any filing with, any governmental
          authority or other body.

     (c)  This Guaranty constitutes the legal, valid and binding obligations of
          Guarantor, enforceable against Guarantor in accordance with its terms,
          except as may be limited by (i) bankruptcy, insolvency, reorganization
          or other similar laws

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          affecting the rights of creditors generally, and (ii) general
          principles of equity (regardless of whether considered in a proceeding
          in equity or at law).

8.   Guarantor and Borrower are separate and distinct entities with no identity
     of interest with respect to any Indebtedness which may become owed or any
     payments which may be made hereunder. Borrower is not contractually bound
     to Guarantor with respect to any payments hereafter made under this
     Guaranty in any manner which would have the effect of imputing the
     liability of Guarantor hereunder to Borrower.

9.   Guarantor is related and/or affiliated with Borrower, has personal
     knowledge of and is familiar with Borrower's business affairs, books and
     records and has the ability to influence Borrower's financial decisions.
     Guarantor represents that Borrower is in sound financial condition as of
     the date of this Guaranty.

10.  Nothing herein contained shall in any manner affect the lien or priority of
     the Mortgage, and upon the occurrence of an Event of a Default, the Lender
     may invoke any remedies it may have under the Underlying Instruments, or
     this Guaranty, either concurrently or successively and the exercise of any
     one or more of such remedies shall not be deemed an exhaustion of such
     remedy or remedies or a waiver of any other remedy or remedies and shall
     not be deemed an election of remedies. Guarantor hereby specifically waives
     any defense to its performance under this Guaranty based upon an election
     of remedies by Lender, including but not limited to an election to
     foreclose by nonjudicial sale under any deed of trust, or security
     agreement and pursue any other remedy which destroys, lessens or otherwise
     affects Guarantor's subrogation rights and/or its rights to reimbursement
     from or to proceed against Borrower or any other person, when resulting
     from the judicial or nonjudicial foreclosure (under any deed of trust, or
     security agreement) or the selling or otherwise disposing of or collecting
     or applying any property, real or personal, securing the Note, or
     otherwise. The exercise by the Lender of any such remedies shall not
     release or discharge Guarantor from its obligations hereunder unless and
     until the full amount of the Indebtedness evidenced by the Note and secured
     as aforesaid has been fully paid and satisfied, and any such release or
     discharge shall be subject to the provisions of paragraph 4(b) hereof.

11.  This Guaranty shall remain in full force and effect until all obligations
     of the Borrower under the Underlying Instruments have been satisfied in
     full and are no longer subject to disgorgement under any applicable state
     or federal creditor rights or bankruptcy laws. No delay on the part of the
     Lender in exercising any options, powers or rights, or the partial or
     single exercise thereof, shall constitute a waiver thereof. No waiver of
     any rights hereunder, and no modification or amendment of this Guaranty,
     shall be deemed to be made by the Lender unless the same shall be in
     writing, duly signed on behalf of the Lender, and each such waiver (if any)
     shall apply only with respect to the specific instance involved and shall
     in no way impair the rights of the Lender or the obligations of Guarantor
     to the Lender in any other respect at any other time. This Guaranty and the
     rights and obligations of the Lender and of Guarantor hereunder shall be
     governed and

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     construed in accordance with the laws of the state of North Carolina,
     without regard to its conflicts of law principles and this Guaranty is
     binding upon Guarantor, Guarantor's heirs, personal representatives and
     permitted successors or assigns, and shall inure to the benefit of the
     Lender and its successors or assigns.

12.  Guarantor acknowledges that copies of the Underlying Instruments have been
     made available to Guarantor and that Guarantor is familiar with their
     contents. Guarantor affirmatively agrees that upon any Permitted Transfer
     effected in accordance with the provisions of the Underlying Instruments,
     it shall not be necessary for Guarantor to reaffirm its continuing
     obligations under this Guaranty, but Guarantor will do so upon request by
     Lender; provided, however, in the event a Permitted Transfer under items
     (ii) or (vi) of the Permitted Transfers occurs in compliance with the terms
     and conditions stated in the Mortgage, then Borrower may provide a
     substitute guarantor, acceptable to Lender in Lender's sole discretion, to
     assume the obligations of Guarantor under terms and conditions acceptable
     to Lender. Lender's approval of the substitute guarantor shall be deemed
     granted so long as such substitute guarantor is a Qualified Successor.

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

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

15.  Each Guarantor (if more than one) whose signature appears below shall be
     deemed to be bound by the provisions of this Guaranty and the Guaranteed
     Obligations-II, whether each signature was affixed at the same or different
     times, and the term "Guarantor" as used herein shall be deemed to refer to
     each individually, as well as collectively, and each of the undersigned
     shall be jointly and severally liable for the Guaranteed Obligations-II
     hereunder, both personally and with recourse, irrespective of the recourse

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     or non-recourse nature of the Underlying Instruments. Guarantor agrees that
     if this Guaranty is placed in the hands of an attorney for enforcement,
     Guarantor will reimburse Lender all expenses incurred, including attorney's
     fees.

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

17.  Capitalized terms used herein and not otherwise defined shall have the
     meanings given to them in the Underlying Instruments.

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
under seal and delivered as of the date first set forth above.

                     (REMAINDER OF PAGE INTENTIONALLY BLANK
                            SIGNATURES ON NEXT PAGE)

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                           SIGNATURE PAGE OF GUARANTOR
                                   TO GUARANTY

   42 - 1579325
----------------------------------------
(Guarantor's Identification Number)


                                             INLAND WESTERN RETAIL REAL ESTATE
                                             TRUST, INC., a Maryland corporation


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

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