Loan No.: 57968

                                                          Servicing No.: 3179553



                       EXCEPTIONS TO NON-RECOURSE GUARANTY



     This Exceptions To Non-Recourse Guaranty (the "Guaranty") is entered into

as of April 8, 2004, by the undersigned (collectively, the "Borrower Principal"

whether one or more), in order to induce BANK OF AMERICA, N.A., a national

banking association, together with its successors and assigns (the "Lender"), to

make a loan to INLAND WESTERN ST. GEORGE, L.L.C., a Delaware limited liability

company (the "Borrower"), in the amount of $10,590,000.00 (the "Loan").



                                    RECITALS



     A.   The Loan is evidenced by a Promissory Note from the Borrower to the

Lender of even date herewith (as amended, modified, renewed, extended, restated,

supplemented, reissued and/or substituted from time to time, the "Note") in the

original principal amount of the Loan, and is secured by, among other things, a

Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture

Filing of even date herewith (as amended, modified, renewed, extended, restated,

supplemented, reissued and/or substituted from time to time, the "Security

Instrument"), covering the property described in the Security Instrument and

located at 245 Red Cliffs Drive, St. George, Utah (the "Property").



     B.   The term "Loan Documents," when used in this Guaranty, shall mean,

collectively, the Note, the Security Instrument, and all other documents or

agreements executed in connection with the Loan, whether presently existing or

hereinafter entered into, as amended, modified, renewed, extended, restated,

supplemented, reissued and/or substituted from time to time.



     C.   The Lender is unwilling to make the Loan unless the Borrower Principal

executes this Guaranty.



     NOW, THEREFORE, in order to induce the Lender to make the Loan evidenced by

the Note and secured by the Security Instrument, and in consideration thereof,

the Borrower Principal hereby (i) irrevocably and unconditionally guarantees the

full and prompt payment to the Lender of all amounts which may from time to time

while the Note is outstanding and unpaid become due and owing by the Borrower,

whether principal, interest or other sums, for which the Borrower may from time

to time, or at any time, be personally liable to the Lender under the provisions

of the Note due to the applicability of the exceptions to non-recourse liability

provisions contained in Article 15 of the Loan Agreement (the "Guaranteed

Obligations"), and (ii) agrees to pay, on demand, all costs and expenses,

including reasonable attorneys' fees and disbursements, incurred by the Lender

in enforcing its rights under this Guaranty. All obligations of the Borrower

Principal under this Guaranty shall be joint and several among all persons (if

more than one) included as the Borrower Principal. This Guaranty is an

unconditional guaranty of payment, and not a guaranty of collection, and may be

enforced by the Lender directly against the Borrower Principal without any

requirement that the Lender must



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first exercise its rights against the Borrower or any general partner or member

of the Borrower or any other party or any collateral or other security for

payment of the Note, if any of the exceptions to non-recourse liability

provisions contained in Article 15 of the Loan Agreement shall apply.



     The obligations of the Borrower Principal under this Guaranty shall be

performed without demand by the Lender and shall be unconditional irrespective

of the genuineness, validity, regularity or enforceability of the Note, the Loan

Documents, or any other circumstance which might otherwise constitute a legal or

equitable discharge of a surety or a guarantor. The Borrower Principal hereby

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