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                                                                  Exhibit 10.146

                 POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT

      This POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT (the "AGREEMENT") is
made and entered into as of May 21, 2004 (the "EFFECTIVE DATE"), by and among
ASG WATAUGA PAVILION, LTD., a Texas limited partnership (hereinafter referred to
as "SELLER", INLAND WESTERN WATAUGA LIMITED PARTNERSHIP, an Illinois limited
partnership (hereinafter referred to as "BUYER"), and CHICAGO TITLE INSURANCE
COMPANY (hereinafter referred to as "ESCROW AGENT") having as its address 171
North Clark Street, Chicago, Illinois 60601, Attention: Nancy Castro.

                                   WITNESSETH:

      WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of
April 20, 2004 (as may be amended, the "CONTRACT"), by and between Seller and
Inland Real Estate Acquisitions, Inc. (Buyer's predecessor in interest), Buyer
acquired from Seller certain real property known as the Watauga Pavilion
Shopping Center located in Watauga, Tarrant County, Texas (the "PROPERTY"), such
acquisition having been closed and consummated as of the Effective Date;

      WHEREAS, pursuant to the terms of the Contract, Seller and Buyer have
agreed to enter into this Agreement to govern, among other things, the
establishment of certain escrow accounts and the post-closing rights and
obligations of Seller with respect to the Post-Closing Construction and the
Master Lese Premises (as such terms are used in the Contract);

      NOW, THEREFORE, for and in consideration of the premises hereto, the
covenants and agreements hereinafter made, and for Ten and No/100 Dollars
($10.00) in hand paid to Escrow Agent, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                   AGREEMENT:

1.    DEFINITIONS. Capitalized terms which are used but not defined in this
Agreement shall have the meanings ascribed thereto in the Contract.

2.    MASTER LEASE.

      (a)   From and after the Effective Date hereof until the Termination Date
      (as defined in SECTION 6 hereof), Purchaser hereby grants and conveys to
      Seller, and Seller hereby accepts from Purchaser, the Post-Closing Leasing
      Rights covering the Master Lease Premises.

      (b)   Except as may be otherwise expressly set forth herein, the rights
      and obligations of Seller and Purchaser with respect to the Post-Closing
      Leasing Rights and the Master Lease Premises shall be governed by the
      terms and provisions of the Contract, including, without limitation,
      SECTIONS 15.2, 15.3 and 15.4 of the Contract.

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      3.    POST-CLOSING CONSTRUCTION ESCROW.

      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of
      Four Hundred Seventy Three Thousand and No/100 Dollars ($473,000.00) (the
      "POST-CLOSING CONSTRUCTION ESCROW") to secure the performance and
      completion by Seller of the Post-Closing Construction, as more
      particularly set forth in SECTION 15.4 of the Contract. The Post-Closing
      Construction Escrow constitutes Seller's total monetary obligations with
      respect to the Post-Closing Construction.

      (b)   Escrow Agent agrees to immediately deposit the Post-Closing
      Construction Escrow in a money market account in a financial institution
      approved by Seller and Buyer, in their respective reasonably discretion,
      from which immediate withdrawal is available without penalty, and to hold
      and disburse the same, together with any interest earned thereon, in
      accordance with this Agreement. Interest earned on the Post-Closing
      Construction Escrow shall belong to Seller, and shall be disbursed to
      Seller upon the termination of this Agreement.

      (c)   Upon the Substantial Completion of the Post-Closing Improvements,
      Seller shall provide Escrow Agent (with a contemporaneous copy to Buyer)
      with (i) a written certification that Substantial Completion has occurred
      and (ii) Seller's written direction to Escrow Agent to release the
      Post-Closing Construction Escrow to Seller (collectively, the "COMPLETION
      NOTICE"). Within one (1) business day of Escrow Agent's receipt of the
      Completion Notice, Escrow Agent shall disburse the Post Closing
      Construction Escrow to Seller. For purposes of this SECTION 3,
      "Substantially Complete" or "Substantial Completion" shall mean (a) a
      certificate of substantial completion (subject only to an attached punch
      list) as to the Post-Closing Improvements and all Post-Closing
      Construction shall have been issued and signed by Seller's project
      architect stating that Seller's work has been substantially completed
      (subject only to an attached punch list) in substantial compliance with
      the Plans and Specifications and all applicable governmental rules,
      regulations and requirements, (ii) Seller shall have delivered to Buyer
      and Escrow Agent lien waivers from Seller's general contractor for the
      ninety (90) day period prior to the date of Substantial Completion, and
      (iii) Seller shall have delivered to Buyer and Escrow Agent an updated
      survey showing the final as-built condition of the Post-Closing
      Improvements (at Seller's sole cost and expense).

      (d)   In accordance with the terms and provisions of SECTION 15.3(b) of
      the Contract, in the event that any portion of the Post-Closing
      Improvements is not Substantially Complete by the expiration of the
      Post-Closing Leasing Period, Buyer, as Buyer's sole remedy, shall be
      entitled to complete such construction in accordance with the applicable
      terms hereof and of the Contract, and upon completion of such construction
      and delivery to Escrow Agent of invoices documenting the reasonable
      out-of-pocket expenses incurred by Buyer in connection with such
      construction (accompanied by evidence that such invoices have been paid in
      full), Escrow Agent shall remit to Buyer the entire amount of such
      invoices within two (2) business days of Escrow Agent's receipt thereof
      by wire transfer or a check payable as directed by Buyer. Each invoice
      submitted to Escrow Agent will be sent simultaneously to Seller, Seller
      shall have the right, during such two (2) business day period, to deliver
      in writing any bona fide objection regarding the

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      content thereof to Escrow Agent (with a simultaneous copy to Buyer) if
      Seller reasonably and in good faith determines that the amounts reflected
      in the invoices are not accurate. If Escrow Agent does not timely receive
      any such written objection from Seller, then Escrow Agent shall disburse
      the appropriate amount out of the Post-Closing Construction Escrow. Any
      remaining portion of the Post-Closing Construction Escrow following such
      disbursement to Buyer shall be immediately disbursed to Seller.
      Notwithstanding anything contained herein or in the Contract to the
      contrary, if applicable, the terms and provisions of this SECTION 3(d)
      shall survive the expiration of the Post-Closing Leasing Period and/or the
      Termination Date for a period of twelve (12) months. In the event that any
      funds remain in the Post-Closing Construction Escrow at the end of such
      12-month period, all such remaining funds shall be immediately disbursed
      to Seller.

      (e)   Except as otherwise expressly set forth herein, the rights and
      obligations of Seller and Buyer with respect to the Post-Closing
      Construction Escrow shall be governed by the terms and provisions of
      SECTION 15.4 of the Contract.

4.    MASTER LEASE RENT ESCROW.

      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of
      Seven Hundred Fifteen Thousand Nine Hundred Sixty and No/100 Dollars
      ($715,960.00) (the " MASTER LEASE RENT ESCROW". The Master Lease Rent
      Escrow constitutes the Seller's total rental obligations, triple-net
      obligations and other monetary obligations with respect to the Master
      Lease Premises.

      (b)   Escrow Agent agrees to immediately deposit the Master Lease Rent
      Escrow in a money market account in a financial institution approved by
      Seller and Buyer, in their respective reasonably discretion, from which
      immediate withdrawal is available without penalty, and to hold and
      disburse the same, together with any interest earned thereon, in
      accordance with this Agreement. Interest earned on the Master Lease Rent
      Escrow shall belong to Seller, and shall be disbursed to Seller upon the
      termination of this Agreement.

      (c)   Escrow Agent is hereby authorized to pay to Buyer in accordance with
      the terms hereof, without further direction from Seller, monthly payments,
      in advance, for rent and reimbursable expenses, from the Master Lease Rent
      Escrow, in the sum of 1/24th of the Master Lease Rent Escrow (each, a
      "MASTER LEASE RENT PAYMENT"). The Master Lease Rent Payment shall be made
      by Escrow Agent to Buyer until the earlier of: (i) the date which is
      twenty-four (24) months after the date hereof, or (ii) the date on which
      the Master Lease Premises has been eliminated pursuant to one or more
      Master Lease Reductions. Immediately upon written notification by Seller
      to Escrow Agent (with a contemporaneous copy to Buyer) of a Master Lease
      Reduction (the "REDUCTION NOTICE") Escrow Agent shall reduce the Master
      Lease Rent Escrow by the gross amount of all of the base rent, additional
      rent, triple-net payments and tenant reimbursables payable and/or
      scheduled for payment under the applicable Tenant Lease during the
      remaining portion of the term of this Agreement (as set forth in the
      Reduction Notice), and shall immediately disburse to Seller from the
      Master Lease Rent Escrow an amount equal to the amount of such reduction,
      After such reduction, the Escrow Agent shall recalculate the scheduled
      Master Lease Rent Payment to be the sum of the amount remaining in the

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      Master Lease Rent Escrow divided by the number of months then remaining in
      the term of this Agreement.

      (d)   If the Post-Closing Leasing Period expires prior to the date that is
      24 months after the date hereof, then the funds held under the Master
      Lease Rent Escrow shall be disbursed as follows:

            (i)   First, to Buyer in the amount of any accrued but unpaid
            rentals owing from Seller to Buyer under the Master Lease Rent
            Escrow (less the amount of payments owed from Buyer to Seller, if
            any, thereunder); and

            (ii)  Second, any remaining portion thereof to Seller in accordance
            herewith.

      (e)   If not disbursed as of the expiration of the full 24 month period,
      all of the funds remaining in the Master Lease Rent Escrow shall be
      immediately disbursed to Seller.

      (f)   Except as otherwise expressly set forth herein, the rights and
      obligations of Seller and Buyer with respect to the Master Lease Rent
      Escrow shall be governed by the terms and provisions of SECTION 15.3 of
      the Contract.

5.    TILC ESCROW.

      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the
      following amounts:

            (i)   One Hundred Ninety Four Thousand Five Hundred Thirty Five and
            No/100 Dollars ($194,535.00) (the "LEASING DEPOSIT") for the payment
            of certain tenant improvement expenses incurred by Seller in
            connection with Seller's exercise of the Post-Closing Leasing
            Rights, and

            (ii)  Thirty Eight Thousand Nine Hundred Seven and No/100 Dollars
            ($38,907.00) (the "COMMISSION DEPOSIT") for the payment of certain
            leasing commissions incurred by Seller in connection with Seller's
            exercise of the Post-Closing Leasing Rights.

      The Leasing Deposit and the Commission Deposit are hereinafter
      collectively referred to as the "TILC ESCROW." The TILC Escrow constitutes
      Seller's total monetary obligations with respect to the tenant improvement
      expenses and the leasing commissions incurred in connection with Seller's
      exercise of the Post-Closing Leasing Rights.

      (b)   Escrow Agent agrees to immediately deposit the TILC Escrow in a
      money market account in a financial institution approved by Seller and
      Buyer, in their respective reasonably discretion, from which immediate
      withdrawal is available without penalty, and to hold and disburse the
      same, together with any interest earned thereon, in accordance with this
      Agreement. Interest earned on the TILC Escrow shall belong to Seller, and
      shall be disbursed to Seller upon the termination of this Agreement.

      (c)   Upon the delivery of a portion of the Master Lease Premises to a new
      tenant (the "NEW LEASE PREMISES") pursuant to the terms of such new
      tenant's lease, Seller shall

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      deliver to Escrow Agent written notice thereof (the "NEW LEASE NOTICE"),
      with a contemporaneous copy to Buyer, which New Lease Notice shall set
      forth the date of delivery and the rentable square footage of such portion
      of the Master Lease Premises. Upon receipt of the New Lease Notice, Escrow
      Agent shall remit to Seller, by wire transfer or a check payable as
      directed by Seller, an amount equal to:

            (i)   $15.00 per rentable square foot of the New Lease Premises for
            tenant improvements, to be disbursed from the Leasing Deposit
            portion of the TILC Escrow; and

            (ii)  $3.00 per rentable square foot of the New Lease Premises for
            leasing commissions, to be disbursed from the Commission Deposit
            portion of the TILC Escrow.

      (d)   Escrow Agent will advance the TILC Escrow to Seller in accordance
      with SECTION 5(c) above until the earlier to occur of (i) the date upon
      which there are no further funds remaining in the TILC Escrow, or (ii) the
      date upon which the entirety of the Master Lease Premises has been leased
      and delivered to one or more new tenant. In the event of the lease and
      delivery of the entirety of the Master Lease Premises as provided in the
      preceding sentence, Seller shall provide Escrow Agent with written
      direction to release any remaining portion of the TILC Escrow to Seller
      and Escrow Agent shall disburse same to Seller within one (1) business day
      of receipt of such notice.

      (e)   If any portion of the Master Lease Premises fails to be Occupied as
      of the expiration of the Post-Closing Leasing Period (collectively, the
      "FINAL VACANT SPACE"), any amounts remaining in the TILC Escrow shall be
      disbursed by Escrow Agent as follows:

            (i)   First, to Buyer, an amount equal to the sum of (A) $15.00 per
            rentable square foot of the Final Vacant Space for tenant
            improvements, to be disbursed from the Leasing Deposit portion of
            the TILC Escrow, and (B) $3.00 per rentable square foot of the Final
            Vacant Space for leasing commissions, to be disbursed from the
            Commission Deposit portion of the TILC Escrow; and

            (ii)  Second, to Seller, any remaining portion of the TILC Escrow.

      (f)   Except as otherwise expressly set forth herein, the rights and
      obligations of Seller and Buyer with respect to the TILC Escrow shall be
      governed by the terms and provisions of SECTION 15.3 of the Contract.

6.    TERMINATION. This Agreement shall terminate and be null and void upon the
earlier to occur of the following events (the "TERMINATION DATE"):

      (a)   upon the mutual written agreement of Seller, Buyer and Escrow Agent;

      (b)   upon the Occupancy of the entirety of the Master Lease Premises by
      one or more tenants pursuant to new Tenant Leases between such tenants and
      Buyer; or

      (c)   the date that is twenty-four (24) months from the Effective Date
      hereof.

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      Upon the termination of this Agreement, Seller and Buyer shall execute a
termination of the Memorandum of Agreement (as defined in SECTION 11(f) hereof),
and shall cause such termination to be promptly recorded in Real Property
Records of Tarrant County, Texas.

7.    ESCROW AGENT LIABILITY. The following provisions shall control with
respect to the rights, duties, liabilities, privileges and immunities of Escrow
Agent:

      (a)   Escrow Agent is not a party to and is not bound by, or charged with
      notice of, any agreement out of which this escrow may arise, except for
      the provisions of this Agreement.

      (b)   Escrow Agent acts hereunder as a depository and disbursing Escrow
      Agent only and is not responsible or liable in any manner whatsoever for
      the sufficiency, correctness, genuineness or validity of the instruments
      or funds which are the subject of this Agreement.

      (c)   In the event Escrow Agent becomes involved in litigation in
      connection with this Agreement not arising as a result of any negligence
      or willful misconduct on the part of Escrow Agent, the non-prevailing
      party, jointly and severally, agree to indemnify and save Escrow Agent
      harmless from all loss, cost, damages, expenses and attorneys' fees
      suffered or incurred by Escrow Agent as a result thereof.

      (d)   Escrow Agent shall be protected in acting upon any written notice,
      request, waiver, consent, certificate, receipt, authorization, power of
      attorney or other paper or document which Escrow Agent, in good faith,
      believes to be genuine and what it purports to be.

      (e)   Escrow Agent shall act hereunder in accordance with ordinary
      business practices and shall not be liable for anything which it may do or
      refrain from doing in connection herewith, except its own negligence or
      willful misconduct.

      (f)   In the event of any good faith disagreement between Seller and Buyer
      (collectively, the "PARTIES"), or between them or any of them and any
      other person, resulting in adverse claims or demands being made in
      connection with this Agreement or in the event that Escrow Agent, in good
      faith, is in doubt as to what action it should take hereunder, Escrow
      Agent may, at its option, by written notice to the Parties, refuse to
      comply with any claims or demands on it or refuse to take any other action
      hereunder so long as such disagreement continues or such doubt exists; and
      in any such event, Escrow Agent shall not be or become liable in any way
      or to any person for its failure or refusal to act, and Escrow Agent shall
      be entitled to continue so to refrain from acting until (i) the rights of
      all parties shall have been fully and finally adjudicated by a court of
      competent jurisdiction, or (ii) all differences shall have been adjusted
      and all doubt resolved by agreement among all of the interested persons,
      and Escrow Agent shall have been notified thereof, in writing, signed by
      all such persons. The rights of Escrow Agent under this paragraph are
      cumulative of all other rights which it may have, by law or otherwise.

      (g)   Reasonable compensation for the escrow services herein required of
      Escrow Agent, if any, shall be paid equally by Seller and Buyer.

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8.    SPRINT TI ALLOWANCE ESCROW.

      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of the sum of
      Fifty Four Thousand Seven Hundred Sixty and No/100 Dollars ($54,760.00)
      (the "SPRINT TI ALLOWANCE ESCROW"). Seller and Buyer acknowledge and agree
      that a certain tenant improvement allowance is conditionally payable to
      that certain tenant at the Property known as "Sprint" ("SPRINT") under
      Sprint's Tenant Lease (as such Tenant Lease exists as of the Effective
      Date, the "SPRINT LEASE"). Sprint has not, as of the Effective Date,
      provided to Seller certain of the documentation and other deliveries
      required under the Sprint Lease as a condition to the payment of such
      tenant improvement allowance. The payment of the tenant improvement
      allowance under the Sprint Lease (as such obligation exists as of the
      Effective Date) is subject to the satisfaction by Sprint of the applicable
      payment conditions under the Sprint Lease (as such conditions exist as of
      the Effective Date).

      (b)   Escrow Agent agrees to immediately deposit the Sprint TI Allowance
      Escrow in a money market account in a financial institution approved by
      Seller and Buyer, in their respective reasonably discretion, from which
      immediate withdrawal is available without penalty, and to hold and
      disburse the same, together with any interest earned thereon, in
      accordance with this Agreement. Interest earned on the Sprint TI Allowance
      Escrow shall belong to Seller, and shall be disbursed to Seller upon the
      termination of this Agreement. The Sprint TI Allowance Escrow constitutes
      Seller's total monetary obligations with respect to the payment of the
      tenant improvement allowance under the Sprint Lease.

      (c)   Promptly after the satisfaction by Sprint of the conditions to
      payment of such tenant improvement allowance as stated in the Sprint
      Lease, Seller shall provide Escrow Agent (with a contemporaneous copy to
      Buyer) with Seller's written direction to Escrow Agent to release the
      Sprint TI Allowance Escrow to Sprint (including payment directions for
      Sprint) as payment of the tenant improvement allowance owed by Seller to
      Sprint (the "SPRINT TI NOTICE"). Within one (1) business day of Escrow
      Agent's receipt of the Sprint TI Notice, Escrow Agent shall disburse the
      Sprint TI Allowance Escrow to Sprint in accordance with the Sprint TI
      Notice.

      (d)   In the event either (i) the obligation under the Sprint Lease to pay
      such tenant improvement allowance expires, lapses or terminates for any
      reason during the Post-Closing Leasing Period prior to the satisfaction of
      the applicable payment conditions, or (ii) the applicable payment
      conditions are not satisfied during the Post-Closing Leasing Period, the
      Sprint TI Allowance Escrow shall be immediately disbursed to Seller upon
      written notice to Escrow Agent (with a contemporaneous copy to Buyer).
      Notwithstanding any release to Seller of the Sprint TI Allowance Escrow
      under ITEM (ii) above, Seller shall remain liable to Sprint for the
      payment of the tenant improvement allowance under the Sprint Lease (as
      such obligation exists as of the Effective Date), subject to the
      satisfaction by Sprint of the applicable payment conditions under the
      Sprint Lease (as such conditions exist as of the Effective Date).

9.    ADDITIONAL LEASING COMMISSIONS ESCROWS.

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      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the
      following amounts:

            (i)   Thirty Three Thousand Six Hundred and No/100 Dollars
            ($33,600.00) (the "HALF PRICE BOOKS LC ESCROW") for the payment of
            the unpaid portion of that certain leasing commission that is
            conditionally payable in connection with the Tenant Lease (as such
            Tenant Lease exists as of the Effective Date, the "HALF PRICE BOOKS
            LEASE") for the tenant at the Property known as "Half Price Books"
            ("HALF PRICE BOOKS"), and

            (ii)  Forty Two Thousand and No/100 Dollars ($42,000.00) (the "PARTY
            CITY LC ESCROW") for the payment of the unpaid portion of that
            certain leasing commission that is conditionally payable in
            connection with the Tenant Lease (as such Tenant Lease exists as of
            the Effective Date, the "PARTY CITY LEASE") for the tenant at the
            Property known as "Party City" ("PARTY CITY").

      The Half Price Books LC Escrow and the Party City LC Escrow are
      hereinafter collectively referred to as the "OUTSTANDING LC ESCROW." The
      payment of the unpaid portion of those certain leasing commissions that
      are conditionally payable in connection with the Party City Lease and the
      Half Price Books Lease (as such obligation exists as of the Effective
      Date) is subject to the satisfaction of the applicable payment conditions
      under the applicable Tenant Leases (as such conditions exist as of the
      Effective Date).

      (b)   Escrow Agent agrees to immediately deposit the Outstanding LC Escrow
      in a money market account in a financial institution approved by Seller
      and Buyer, in their respective reasonably discretion, from which immediate
      withdrawal is available without penalty, and to hold and disburse the
      same, together with any interest earned thereon, in accordance with this
      Agreement. Interest earned on the Outstanding LC Escrow shall belong to
      Seller, and shall be disbursed to Seller upon the termination of this
      Agreement. The Outstanding LC Escrow constitutes Seller's total monetary
      obligations with respect to the payment of the unpaid portion of those
      certain leasing commissions that are conditionally payable in connection
      with the Party City Lease and the Half Price Books Lease.

      (c)   Promptly after the satisfaction by the applicable party of the
      conditions to payment of the unpaid portion of such leasing commissions as
      stated in the Party City Lease or the Half Price Books Lease (as
      applicable), Seller shall provide Escrow Agent (with a contemporaneous
      copy to Buyer) with Seller's written direction to Escrow Agent to release
      the Party City LC Escrow or the Half Price Books LC Escrow (as the case
      may be) to the applicable party (including payment directions for such
      party) as payment of the unpaid portion of such leasing commissions owed
      by Seller (an "LC NOTICE"). Within one (1) business day of Escrow Agent's
      receipt of an LC Notice, Escrow Agent shall disburse the Party City LC
      Escrow or the Half Price Books LC Escrow (as the case may be) to the
      applicable party in accordance with the LC Notice.

      (d)   In the event either (i) the obligation under the Party City Lease or
      the Half Price Books Lease (as applicable) to pay such leasing commissions
      expires, lapses or terminates for any reason during the Post-Closing
      Leasing Period prior to the satisfaction

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      of the applicable payment conditions, or (ii) the applicable payment
      conditions are not satisfied during the Post-Closing Leasing Period, the
      applicable portion of the Outstanding LC Escrow (being either the Party
      City LC Escrow or the Half Price Books LC Escrow) shall be immediately
      disbursed to Seller upon written notice to Escrow Agent (with a
      contemporaneous copy to Buyer), Notwithstanding any release to Seller of
      any portion of the Outstanding LC Escrow under ITEM (ii) above, Seller
      shall remain liable for the payment of the unpaid portion of those certain
      leasing commissions that are conditionally payable in connection with the
      Party City Lease and the Half Price Books Lease (as such obligations exist
      as of the Effective Date), subject to the satisfaction of the applicable
      payment conditions under the Party City Lease or the Half Price Books
      Lease as the case may be (as such conditions exist as of the Effective
      Date).

10.   PARTY CITY EARNOUT ESCROW.

      (a)   Contemporaneously with the execution hereof, Seller has delivered to
      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of
      Two Million One Hundred Forty-six Thousand and No/100 Dollars
      ($2,146,000.00) (the "PARTY CITY EARNOUT ESCROW") as and for that portion
      of the Purchase Price attributable to the value of the tenancy under the
      Party City Lease.

      (b)   Escrow Agent agrees to immediately deposit the Party City Earnout
      Escrow in a money market account in a financial institution approved by
      Seller and Buyer, in their respective reasonably discretion, from which
      immediate withdrawal is available without penalty, and to hold and
      disburse the same, together with any interest earned thereon, in
      accordance with this Agreement, Interest earned on the Party City Earnout
      Escrow shall be deemed to be a part of the Party City Earnout Escrow, and
      shall be disbursed to the party entitled to the Party City Earnout Escrow
      as a part thereof.

      (c)   Upon the satisfaction of the Party City Conditions (as hereinafter
      defined), Seller shall provide Escrow Agent (with a contemporaneous copy
      to Buyer) with: (i) a written certification that the satisfaction of the
      Party City Conditions has occurred, and (ii) Seller's written direction to
      Escrow Agent to release the Party City Earnout Escrow to Seller
      (collectively, the "PARTY CITY NOTICE"). Within one (1) business day of
      Escrow Agent's receipt of the Earnout Notice, Escrow Agent shall disburse
      the Party City Earnout Escrow to Seller. For purposes of this SECTION 10,
      the term "PARTY CITY CONDITIONS" shall mean: (i) Party City has opened for
      business with the public at the Property for at least one calendar day as
      required in the Party City Lease, (ii) Party City has commenced paying
      full rent and expense reimbursements as required under the Party City
      Lease, and (iii) Party City shall have executed and delivered an estoppel
      certificate to Buyer in substantially the same form and substance as was
      delivered to Buyer prior to the Effective Date (such prior estoppel having
      been delivered May 10, 2004) but does not contain any express exceptions
      regarding Seller's delivery of the premises to Party City nor the
      acceptance of the premises by Party City.

      If item (ii) above occurs but either of items (i) or (iii) above have not
      yet then occurred, then Seller shall be entitled to collect and receive
      any and all such amounts under item (ii) until such time as the Party City
      Earnout Escrow is disbursed hereunder to either

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      Seller or Buyer, as the case may be (and Buyer will promptly pay over to
      Seller any such amounts that are received by Buyer).

      If item (ii) above occurs but item (i) above has not yet then occurred,
      then Buyer shall undertake commercially reasonable efforts to enforce
      Party City's obligation to open for business as required under the Party
      City Lease (as such obligation existed as of the Effective Date) and if
      item (i) above is not satisfied within 90 days of the date the Party City
      Lease requires same to occur despite Buyer's efforts to enforce the
      requirements Party City Lease, then Seller shall be entitled to undertake
      its efforts to procure the Party City Replacement Tenant (as defined
      below) as provided below.

      (d)   In the event Party City properly and timely terminates the Party
      City Lease pursuant to Section 2.05 of the Party City Lease, Buyer shall
      deliver written notice to Seller of such termination (the "PARTY CITY
      TERMINATION NOTICE") and, in such event, Seller shall have the right (but
      not the obligation) to procure one or more replacement tenants for the
      Party City demised premises (collectively, the "PARTY CITY REPLACEMENT
      TENANT") on or prior to December 31, 2004. If Seller procures the Party
      City Replacement Tenant on or prior to December 31, 2004, then the Party
      City Earnout Escrow shall be disbursed by Escrow Agent as follows:

            (i)   First, to Buyer, an amount equal to the DIFFERENCE BETWEEN (A)
            the amount of the Party City Earnout Escrow, LESS (B) the
            Replacement Tenant Earnout Value; and

            (ii)  Second, to Seller, any remaining portion of the Party City
            Earnout Escrow.

      (e)   If Party City properly and timely terminates the Party City Lease
      pursuant to Section 2.05 of the Party City Lease and Seller fails to
      procure the Party City Replacement Tenant on or prior to December 31,
      2004, then (i) the Party City Earnout Escrow shall be disbursed by Escrow
      Agent to Buyer within one (1) business day after delivery to the Escrow
      Agent of a written certification from Buyer (with a contemporaneous copy
      to Seller) that the foregoing has occurred and directing Escrow Agent to
      so disburse the Party City Earnout Escrow, and (ii) Buyer shall provide
      Seller with a demand promissory note evidencing Buyer's contingent
      obligation to pay to Seller the Replacement Tenant Earnout Value as
      provided in the last sentence of this SECTION 10(e) (with Seller only
      having the right to make demand on such promissory note upon the
      procurement of the Party City Replacement Tenant as provided below).
      Notwithstanding the foregoing, despite the disbursement of the Party City
      Earnout Escrow to Buyer in accordance with this SECTION 10(e), Seller
      shall continue to have the right (but not the obligation) to procure the
      Party City Replacement Tenant on or prior to May 20, 2006. If Seller
      procures the Party City Replacement Tenant after December 31, 2004, but on
      or prior to May 20, 2006, then Buyer shall pay to Seller (or Seller's
      designee) an amount equal to the Replacement Tenant Earnout Value within
      three (3) business days after the rent commencement date under the lease
      agreement for the Party City Replacement Tenant. The foregoing obligation
      to pay, if applicable, shall survive the expiration or termination of this
      Agreement.

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      (f)   The Party City Replacement Tenant and the lease agreement for the
      Replacement Tenant are subject to the requirements and limitations as are
      applicable to the Post-Closing Leasing Rights as set forth in the
      Contract. As used hereunder, the term "REPLACEMENT TENANT EARNOUT VALUE"
      means the result of dividing the Party City Replacement Tenant's net
      annual base rent by 7.42%. In no event shall the Replacement Tenant
      Earnout Value exceed the amount of the Party City Earnout Escrow. Seller
      shall (i) have the Post-Closing Leasing Rights in connection with Seller's
      efforts to procure the Party City Replacement Tenant and (ii) be
      responsible for all costs and expenses required to place the Replacement
      Tenant into the Party City demised premises including (but not limited to)
      brokerage commissions, tenant improvement allowances, free rent periods,
      and like payment obligations and inducements as are applicable to the
      Post-Closing Leasing Rights as set forth in the Contract.

      (g)   Except as may be expressly set forth herein, the premises for the
      Party City Lease does not constitute any portion of the Post-Closing
      Improvements.

11.   MISCELLANEOUS.

      (a)   All notices, requests, consents and other communications hereunder
      shall be sent to each of the following parties and be in writing and shall
      be personally delivered, sent by Federal Express or other overnight or
      same day courier service providing a return receipt, (and shall be
      effective when received, when refused or when the same cannot be
      delivered, as evidenced on the return receipt) to the following addresses:

      If to Buyer:          2901 Butterfield Road
                            Oak Brook, Illinois 60523
                            Attention: G. Joseph Cosenza
                            Tel. No.       630-218-4948
                            Fax No.        630-218-4935 and
                                           630-218-4900

      with a copy to:       The Law Offices of Charles J. Benvenuto
                            2901 Butterfield Road
                            3rd Floor
                            Oak Brook, Illinois 60523
                            Attn: Charles J. Benvenuto, Esq.
                            Tel. No.       630-571-2331
                            Fax No.        630-571-2360

      If to Seller:         c/o ASG Real Estate Company
                            2408 E. Trinity Mills Road, Suite 100
                            Carrollton, Texas 75006
                            Attention: Ahmad Sbaiti
                            Tel. No.       214-390-1900
                            Fax No.        214-390-1919

Page 11
<Page>

      Copy to:              Winstead Sechrest & Minick P.C.
                            5400 Renaissance Tower
                            1201 Elm Street
                            Dallas, Texas 75270
                            Attn: Michael F. Alessio, Esq.
                            Tel No.        214-745-5144
                            Fax No.        214-745-5390

      If to Escrow Agent:   171 North Clark Street
                            Chicago, Illinois 60601
                            Attn: Nancy Castro
                            Tel No.:       312-223-2709
                            Fax No.:       312-223-2108

      (b)   This Agreement may be executed in counterparts and shall constitute
      an agreement binding on all parties notwithstanding that all parties are
      not signatories of the original or the same counterpart. Furthermore, the
      signatures from one counterpart may be attached to another to constitute a
      fully executed original. The Agreement may be executed by facsimile.

      (c)   Escrow Agent agrees to deliver to Buyer and to Seller, on a monthly
      basis, a copy of the bank statements of accounts of the Escrow Deposits.
      Such monthly statements shall be delivered to:

            (i)   As to Buyer: Inland Retail Real Estate Trust, Inc., 200
            Waymont Court, Suite 126, Unit 10, Lake Mary, Florida 32746
            (telephone: 407-688-6540; facsimile: 407-688-6543); and

            (ii)  As to Seller: c/o ASG Real Estate Company, Attn: Ahmad Sbaiti,
            2408 E. Trinity Mills Road, Suite 100, Carrollton, Texas 75006
            (telephone: 214-390-1900; facsimile: 214-390-1919).

      (d)   Escrow Agent shall have the right to resign as Escrow Agent
      hereunder at any time by giving sixty (60) days' prior written notice of
      such resignation to all of the other parties hereto. In the event that
      Escrow Agent shall at any time fail or refuse to serve or shall resign as
      Escrow Agent hereunder, then Seller and Buyer shall have the right to
      designate a successor Escrow Agent which shall be an independent third
      party. If any such successor Escrow Agent hereunder shall at any time fail
      or refuse to act as Escrow Agent in accordance with the provisions hereof,
      then a further successor shall be selected by Seller and Buyer.

      (e)   The rights of Seller under this Agreement are not assignable without
      the prior written consent of Buyer, which consent may be granted or
      withheld at Buyer's sole discretion unless the assignment is made to an
      entity which controls, is controlled by or is under common control with
      Seller, in which case Buyer's consent will not be required. In any event,
      the assignee must assume the obligations of Seller hereunder pursuant to
      an agreement in form and substance reasonably acceptable to Buyer.

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<Page>

      (f)   This Agreement shall not be recorded. Seller and Buyer shall execute
      and acknowledge a memorandum of this Agreement (the "MEMORANDUM OF
      AGREEMENT") simultaneously with their execution hereof, which Memorandum
      of Agreement will be promptly recorded in the Real Property Records of
      Tarrant County, Texas. In the event Buyer desires to sell the Property
      during the term of this Agreement, the Property shall be conveyed subject
      to the terms and provisions of this Agreement, and Buyer shall cause the
      purchaser to execute and deliver to Seller an assignment and assumption of
      this Agreement in form and substance reasonably satisfactory to Seller. In
      the alternative, at Buyer's option, Buyer, Seller and Escrow Agent shall
      enter into a written agreement declaring this Agreement to be null and
      void and of no further force and effect, in which event all funds
      remaining in the Post-Closing Construction Escrow, the Master Lease Rent
      Escrow and the TILC Escrow as of the effective date of such written
      agreement shall be immediately disbursed to Seller notwithstanding any
      provision contained herein or in the Contract, and the Parties shall have
      no further obligations to each other hereunder.

      (g)   This Agreement shall be binding upon and inure to the benefit of the
      Parties and their respective successors and assigns, and shall be governed
      and construed in accordance with the laws of the State of Texas. No
      modification, amendment or waiver of the terms hereof shall be valid or
      effective unless in writing and signed by Seller and Buyer. If there is
      any conflict between the terms of this Agreement and the terms of the
      Contract, the terms of the Contract shall control in all events.


            [The balance of this page was intentionally left blank.]

Page 13
<Page>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be signed and delivered as of the day and year first above written.

                                BUYER:

                                INLAND WESTERN WATAUGA LIMITED
                                PARTNERSHIP,
                                an Illinois limited partnership

                                By:    Inland Western Watauga GP, LLC,
                                       a Delaware limited liability company
                                       General Partner

                                       By:  Inland Western Retail Real Estate
                                            Trust, Inc.,
                                            a Maryland corporation
                                            Sole Member


                                            By: /s/ G. Joseph Cosenza
                                                --------------------------------
                                            Name: G. JOSEPH COSENZA
                                                 -------------------------------
                                            Title: Authorized Agent
                                                  ------------------------------
                                SELLER:

                                ASG WATAUGA PAVILION, LTD.,
                                a Texas limited partnership

                                By:    ASG REAL ESTATE COMPANY,
                                       a Texas corporation
                                       its General Partner


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Its:
                                           -------------------------------------

Signature Page
<Page>

      IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be signed and delivered as of the day and year first above written.

                                BUYER:

                                INLAND WESTERN WATAUGA LIMITED
                                PARTNERSHIP,
                                an Illinois limited partnership

                                By:    Inland Western Watauga GP, LLC,
                                       a Delaware limited liability company
                                       General Partner

                                       By:  Inland Western Retail Real Estate
                                            Trust, Inc.,
                                            a Maryland corporation
                                            Sole Member


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

                                SELLER:

                                ASG WATAUGA PAVILION, LTD.,
                                a Texas limited partnership

                                By:    ASG REAL ESTATE COMPANY,
                                       a Texas corporation
                                       its General Partner


                                       By: /s/ Ahmad A. Sbaiti
                                          --------------------------------------
                                       Name: AHMAD A. SBAITI
                                            ------------------------------------
                                       Its: VICE PRESIDENT
                                           -------------------------------------

Signature Page
<Page>

                                ESCROW AGENT:

                                CHICAGO TITLE INSURANCE
                                COMPANY


                                By: /s/ Nancy R. Castro
                                   ---------------------------------------------
                                Name: /s/ NANCY R. CASTRO
                                     -------------------------------------------
                                Its: AVP
                                    --------------------------------------------

Signature Page