POST CLOSING AGREEMENT



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

of the 28th day of April, 2004, by and between INLAND WESTERN SAN ANTONIO

MILITARY DRIVE LIMITED PARTNERSHIP, an Illinois limited partnership

("Purchaser"), and XXL ONE, LTD., a Texas limited partnership ("Seller"), in

connection with the acquisition by Purchaser of that certain property commonly

known as Alison's Corner Shopping Center, San Antonio, Texas (the AProperty@).



     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 its best

efforts to 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 or the reissuance

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.   FURTHER ASSURANCES. Seller and Purchaser agree to cooperate with each

other following the closing to confirm any matter and execute any document

reasonably required by the other party in furthering of the closing.

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