POST CLOSING AGREEMENT



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

of the day _____ of April, 2004, by and between INLAND WESTERN CHARLESTON NORTH

RIVERS, L.L.C., a Delaware limited liability company ("Purchaser"), and SEMBLER

FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership ("Seller"), in

connection with the acquisition by Purchaser of that certain property commonly

known as North Rivers Shopping Center, Charleston, South Carolina (the

"Property").



     WHEREAS, Purchaser is inquiring 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 nude 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 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 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. SEWER EXTENSION CONTRACT. Seller is a party to that certain Contract

dated June 16, 2003 (the "Extension Contract"), by and among, Seller, the North

Charleston Sewer District (the "District") and Target Corporation ("Target").

Purchaser requires that all of Seller's right, title and interest in, to and

under the Extension Contract be assigned to Purchaser. However, the Extension

Contract provides that no party thereto may assign the Extension, Contract or

any right thereunder without the prior written consent of the other parties to

the Extension Contract. Accordingly, from and after the date of this Agreement,

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