POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT



      This POST-CLOSING ESCROW AND MASTER LEASE AGREEMENT (the "AGREEMENT") is

made and entered into as of May 21, 2004 (the "EFFECTIVE DATE"), by and among

ASG WATAUGA PAVILION, LTD., a Texas limited partnership (hereinafter referred to

as "SELLER", INLAND WESTERN WATAUGA LIMITED PARTNERSHIP, an Illinois limited

partnership (hereinafter referred to as "BUYER"), and CHICAGO TITLE INSURANCE

COMPANY (hereinafter referred to as "ESCROW AGENT") having as its address 171

North Clark Street, Chicago, Illinois 60601, Attention: Nancy Castro.



                                   WITNESSETH:



      WHEREAS, pursuant to that certain Purchase and Sale Agreement dated as of

April 20, 2004 (as may be amended, the "CONTRACT"), by and between Seller and

Inland Real Estate Acquisitions, Inc. (Buyer's predecessor in interest), Buyer

acquired from Seller certain real property known as the Watauga Pavilion

Shopping Center located in Watauga, Tarrant County, Texas (the "PROPERTY"), such

acquisition having been closed and consummated as of the Effective Date;



      WHEREAS, pursuant to the terms of the Contract, Seller and Buyer have

agreed to enter into this Agreement to govern, among other things, the

establishment of certain escrow accounts and the post-closing rights and

obligations of Seller with respect to the Post-Closing Construction and the

Master Lese Premises (as such terms are used in the Contract);



      NOW, THEREFORE, for and in consideration of the premises hereto, the

covenants and agreements hereinafter made, and for Ten and No/100 Dollars

($10.00) in hand paid to Escrow Agent, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree as follows:



                                   AGREEMENT:



1.    DEFINITIONS. Capitalized terms which are used but not defined in this

Agreement shall have the meanings ascribed thereto in the Contract.



2.    MASTER LEASE.



      (a)   From and after the Effective Date hereof until the Termination Date

      (as defined in SECTION 6 hereof), Purchaser hereby grants and conveys to

      Seller, and Seller hereby accepts from Purchaser, the Post-Closing Leasing

      Rights covering the Master Lease Premises.



      (b)   Except as may be otherwise expressly set forth herein, the rights

      and obligations of Seller and Purchaser with respect to the Post-Closing

      Leasing Rights and the Master Lease Premises shall be governed by the

      terms and provisions of the Contract, including, without limitation,

      SECTIONS 15.2, 15.3 and 15.4 of the Contract.



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      3.    POST-CLOSING CONSTRUCTION ESCROW.



      (a)   Contemporaneously with the execution hereof, Seller has delivered to

      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of

      Four Hundred Seventy Three Thousand and No/100 Dollars ($473,000.00) (the

      "POST-CLOSING CONSTRUCTION ESCROW") to secure the performance and

      completion by Seller of the Post-Closing Construction, as more

      particularly set forth in SECTION 15.4 of the Contract. The Post-Closing

      Construction Escrow constitutes Seller's total monetary obligations with

      respect to the Post-Closing Construction.



      (b)   Escrow Agent agrees to immediately deposit the Post-Closing

      Construction Escrow in a money market account in a financial institution

      approved by Seller and Buyer, in their respective reasonably discretion,

      from which immediate withdrawal is available without penalty, and to hold

      and disburse the same, together with any interest earned thereon, in

      accordance with this Agreement. Interest earned on the Post-Closing

      Construction Escrow shall belong to Seller, and shall be disbursed to

      Seller upon the termination of this Agreement.



      (c)   Upon the Substantial Completion of the Post-Closing Improvements,

      Seller shall provide Escrow Agent (with a contemporaneous copy to Buyer)

      with (i) a written certification that Substantial Completion has occurred

      and (ii) Seller's written direction to Escrow Agent to release the

      Post-Closing Construction Escrow to Seller (collectively, the "COMPLETION

      NOTICE"). Within one (1) business day of Escrow Agent's receipt of the

      Completion Notice, Escrow Agent shall disburse the Post Closing

      Construction Escrow to Seller. For purposes of this SECTION 3,

      "Substantially Complete" or "Substantial Completion" shall mean (a) a

      certificate of substantial completion (subject only to an attached punch

      list) as to the Post-Closing Improvements and all Post-Closing

      Construction shall have been issued and signed by Seller's project

      architect stating that Seller's work has been substantially completed

      (subject only to an attached punch list) in substantial compliance with

      the Plans and Specifications and all applicable governmental rules,

      regulations and requirements, (ii) Seller shall have delivered to Buyer

      and Escrow Agent lien waivers from Seller's general contractor for the

      ninety (90) day period prior to the date of Substantial Completion, and

      (iii) Seller shall have delivered to Buyer and Escrow Agent an updated

      survey showing the final as-built condition of the Post-Closing

      Improvements (at Seller's sole cost and expense).



      (d)   In accordance with the terms and provisions of SECTION 15.3(b) of

      the Contract, in the event that any portion of the Post-Closing

      Improvements is not Substantially Complete by the expiration of the

      Post-Closing Leasing Period, Buyer, as Buyer's sole remedy, shall be

      entitled to complete such construction in accordance with the applicable

      terms hereof and of the Contract, and upon completion of such construction

      and delivery to Escrow Agent of invoices documenting the reasonable

      out-of-pocket expenses incurred by Buyer in connection with such

      construction (accompanied by evidence that such invoices have been paid in

      full), Escrow Agent shall remit to Buyer the entire amount of such

      invoices within two (2) business days of Escrow Agent's receipt thereof

      by wire transfer or a check payable as directed by Buyer. Each invoice

      submitted to Escrow Agent will be sent simultaneously to Seller, Seller

      shall have the right, during such two (2) business day period, to deliver

      in writing any bona fide objection regarding the



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      content thereof to Escrow Agent (with a simultaneous copy to Buyer) if

      Seller reasonably and in good faith determines that the amounts reflected

      in the invoices are not accurate. If Escrow Agent does not timely receive

      any such written objection from Seller, then Escrow Agent shall disburse

      the appropriate amount out of the Post-Closing Construction Escrow. Any

      remaining portion of the Post-Closing Construction Escrow following such

      disbursement to Buyer shall be immediately disbursed to Seller.

      Notwithstanding anything contained herein or in the Contract to the

      contrary, if applicable, the terms and provisions of this SECTION 3(d)

      shall survive the expiration of the Post-Closing Leasing Period and/or the

      Termination Date for a period of twelve (12) months. In the event that any

      funds remain in the Post-Closing Construction Escrow at the end of such

      12-month period, all such remaining funds shall be immediately disbursed

      to Seller.



      (e)   Except as otherwise expressly set forth herein, the rights and

      obligations of Seller and Buyer with respect to the Post-Closing

      Construction Escrow shall be governed by the terms and provisions of

      SECTION 15.4 of the Contract.



4.    MASTER LEASE RENT ESCROW.



      (a)   Contemporaneously with the execution hereof, Seller has delivered to

      Escrow Agent, and Escrow Agent hereby acknowledges receipt of, the sum of

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