BILL OF SALE, ASSIGNMENT AND ASSUMPTI0N OF CONTRACTS

                    Arvada Marketplace and Arvada Connection



          THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION OF CONTRACTS is made as

of the 29 day of April, 2004, by and between CIN ARVADA, L.P., a Delaware

limited partnership ("ASSIGNOR"), and INLAND WESTERN ARVADA, L.L.C., a Delaware

limited liability company ("ASSIGNEE").



                                W I T N E S S E T H:



          For good and valuable consideration, receipt and sufficiency of which

are hereby acknowledged, Assignor and Assignee hereby agree as follows:



          Assignor hereby sells, transfers, assigns and conveys to Assignee the

following:



     All right, title and interest of Assignor in and to all tangible personal

property ("PERSONALTY") set forth in the inventory on EXHIBIT A attached hereto

and made a part hereof, and located on, and used in connection with the

management, maintenance or operation of that certain land and improvements

located in the County of Jefferson, State of Colorado, as more particularly

described in EXHIBIT B attached hereto and made a part hereof ("REAL PROPERTY"),

but excluding tangible personal property owned or leased by Assignor's

contractors under the Contracts (as defined below).



     To the extent assignable, all right, title and interest of Assignor in and

to those certain contracts set forth on EXHIBIT C attached hereto and made a

part hereof, and all warranties, guaranties, indemnities and claims (including,

without limitation, for workmanship, materials and performance) and which exist

or may hereafter exist against any contractor, subcontractor, manufacturer or

supplier or laborer or other services relating thereto (collectively, the

"CONTRACTS").



     All right, title and interest of Assignor in and to those agreements set

forth on EXHIBIT D attached hereto and made a part hereof (the "LICENSE

AGREEMENTS").



     This Bill of Sale, Assignment and Assumption of Contracts is given pursuant

to that certain Agreement of Purchase and Sale (as amended, the "PURCHASE

AGREEMENT") dated as of March 31, 2004, between Assignor and Inland Real Estate

Acquisitions, Inc., which Purchase Agreement was assigned to Assignee, providing

for, among other things, the conveyance of the Personalty and the Contracts.



     As set forth in ARTICLE 11 of the Purchase Agreement, which is hereby

incorporated by reference as if herein set out in full and except as set forth

herein, the property conveyed hereunder is conveyed by Assignor and accepted by

Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE,

EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, IT

BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL

WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF

MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY



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ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY

CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES

WHATSOEVER CONTAINED IN OR CREATED BY THE COLORADO UNIFORM COMMERCIAL CODE.



     Assignee hereby accepts the assignment of the Personalty, the Contracts and

the License Agreements and agrees to assume and discharge, in accordance with

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