POST CLOSING AGREEMENT



     THIS POST CLOSING AGREEMENT (this Agreement) is made and entered into as of

the 30th day of June, 2004, by and between INLAND WESTERN BLUFFTON LOW COUNTRY,

L.L.C., a Delaware limited liability company (Purchaser), and STAFFORD COLLETON,

LLC., a Georgia limited liability company (Seller), in connection with the

acquisition by Purchaser of that certain property commonly known as Phase I of

Low Country Village Shopping Center, Bluffton, South Carolina (the Property).



     WHEREAS, Purchaser is acquiring the Property from Seller (the

"Transaction").



     WHEREAS, in order to proceed with and consummate such acquisition and as a

condition to closing the Transaction, Purchaser requires that Seller agree to

the obligations set forth below, which are to be performed after such closing.



     NOW, THEREFORE, for good and valuable consideration including the mutual

promises contained herein, the parties hereto agree as follows:



     1.   WARRANTIES. Seller's right, title and interest in, to and under the

warranties set forth on Exhibit A attached hereto and made a part hereof

(individually, a "Warranty," and collectively, the "Warranties") were not

assigned to Purchaser at the closing of the Transaction because such Warranties

may not be assigned or transferred without the prior consent of the Warranty

issuer. From and after the date of this Agreement, Seller shall use commercially

reasonable efforts to have such Warranties issued and obtain the aforementioned

consents (upon the receipt of which Seller shall assign such Warranty to

Purchaser) or have the Warranties reissued in the name of Purchaser. Seller

shall be responsible for the payment of any and all fees and costs in connection

with obtaining any such consents with respect to or the re-issuance of any of

the Warranties. Seller shall, until the first to occur of (i) the expiration of

an applicable Warranty and (ii) the date that the applicable Warranty is

assigned to Purchaser (with any and all required consents) or reissued in the

name of Purchaser, cooperate with Purchaser, at no cost to Seller, with respect

to the enforcement of the terms and provisions of, and any and all claims under,

any Warranty.



     2.   BUILDING ENCROACHMENT VARIANCE. (a) Seller and Purchaser acknowledge

that a small portion of the building located upon the Property encroaches over a

ten foot (10') buffer running along the northern boundary line of the Property

as designated on Exhibit "D" hereto (the "Encroachment"). From and after the

date of this Agreement, Seller shall either (i) file and pursue with reasonable

diligence, an application to obtain a variance from the County of Beaufort,

South Carolina (and any other governmental entities or agencies with

jurisdiction)(collectively, the "County") permitting the Encroachment (the

"Variance") or (ii) obtain from such County, a letter or other written approval

of the Encroachment on the grounds that the "modulation" rules allow the

Encroachment (the "Approval Letter", such Approval Letter or Variance being

herein referred to as the "County Approval"). Seller shall be responsible for

the payment of any and all fees, costs and expenses not to exceed $ 2500.00 in

connection with obtaining the Variance or Approval Letter. Purchaser agrees to

reasonably cooperate with Seller, at Seller's cost, in connection with obtaining

the Variance (including, without, limitation, executing any application to be

submitted requesting the Variance). Prior to filing any application or other

documents relating to the approval, Seller shall provide Purchaser with copies

thereof for Purchaser's review and approval (not to be unreasonably withheld or

delayed). Additionally, not less than two (2) business days prior thereto,

Seller shall inform Purchaser of any and all meetings, hearings and formal

negotiations with any representatives of the County or the public regarding the

Encroachment and/or the Variance. Purchaser shall have the right to have a

representative present at and participate in any such meetings, hearing and/or

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