INLAND WESTERN RETAIL REAL ESTATE TRUST INC
EXHIBIT 10.223
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<TYPE>EX-10.223
<SEQUENCE>65
<FILENAME>a2140704zex-10_223.txt
<DESCRIPTION>EXHIBIT 10.223
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                                                                  Exhibit 10.223

                                  MASTER LEASE
                                ESCROW AGREEMENT

     This MASTER LEASE ESCROW AGREEMENT is made and entered into as of the 1st
day of July, 2004, by and among PARADISE SHOPPES OF DALLAS, LTD., a Florida
limited partnership (hereinafter referred to as "Seller"), INLAND WESTERN DALLAS
PARADISE, L.L.C., a Delaware limited liability company (hereinafter referred to
as "Buyer"), and Chicago Title and Trust Company (hereinafter referred to as
"Escrow Agent") having as its address Attention: Nancy Castro, 171 North Clark
Street, Chicago, Illinois.

                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Agreement of Purchase and Sale of
Shopping Center dated as of the 4th day of June, 2004 (the "Contract"), Buyer
acquired on and as of the date hereof from Seller certain real property commonly
known as Paradise Shoppes of Dallas shopping center located in Dallas, Georgia,
as more particularly described by the Contract (the "Property"); and

     WHEREAS, Seller has agreed to deposit with Escrow Agent the sum of
Forty-Five Thousand Three Hundred Thirty-Nine and 21/100 Dollars ($45,339.21)
(the "Vacant Space Escrow Deposit") with respect to Seller's obligation to pay
rent and reimbursable expenses to Buyer for Property vacant spaces: B-1, B-6 and
C-11 not fulfilling the Tenant Conditions (as hereinafter defined) and as more
particularly described upon Exhibit A, attached hereto and made a part hereof
(collectively, the "Vacant Space") space at the Property; and

     WHEREAS, Seller has agreed to deposit with Escrow Agent the sum of [______]
and no/100 Dollars ($00.00) (the "Leased Space Escrow Deposit") with respect to
Seller's obligation to pay rent and reimbursable expenses to Buyer for the
Property tenant spaces under lease: N/A, either not yet fulfilling the Tenant
Conditions (and/or more than 30-days overdue in payment of rent) and as more
particularly described upon Exhibit A, (collectively, the "Leased Space not
Fulfilling Tenant Conditions"); and

     WHEREAS, Seller has agreed to deposit with Escrow Agent the sum of
Twenty-Six Thousand Four Hundred and no/100 Dollars ($26,400.00) (the "TI/LC
Escrow Deposit") with respect to Seller's obligation to pay for tenant
improvement allowances and leasing commissions for Vacant Space and as more
particularly described upon Exhibit A; and

     WHEREAS, Escrow Agent is willing to accept the Leased Space Escrow Deposit,
and the Vacant Space Escrow Deposit, and the TI/LC Escrow Deposit, and hold and
disburse same in accordance with the terms and conditions set forth below.

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     NOW, THEREFORE, for and in consideration of the premises hereto, the
covenants and agreements hereinafter made, and for Ten Dollars ($10.00) in hand
paid to Escrow Agent, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

          1.   Seller hereby deposits with Escrow Agent, and Escrow Agent hereby
acknowledges receipt of the Leased Space Escrow Deposit, and the Vacant Space
Escrow Deposit, and the TI/LC Escrow Deposit. Escrow Agent hereby agrees to
deposit the Leased Space Escrow Deposit, and the Vacant Space Escrow Deposit,
and the TI/LC Escrow Deposit, into an interest bearing account with a bank
reasonably satisfactory to Buyer, Seller and Escrow Agent with interest accruing
for the benefit of Seller. The federal taxpayer identification of Seller is as
follows: 80-0034039.

          2.   LEASED SPACE ESCROW DEPOSIT. Escrow Agent shall retain the Leased
Space Escrow Deposit in the account, and shall cause the same to be paid in the
manner described herein. The Leased Space Escrow Deposit is attributable to the
Leased Space not Fulfilling Tenant Conditions. Buyer shall receive a prorated
credit (calculated in accordance with the allocations described in the
immediately following sentence) from the Leased Space Escrow Deposit on the date
of Closing (as defined in the Contract) for the rent and reimbursable expenses
attributable to the Leased Space not Fulfilling Tenant Conditions from the date
of Closing through the end of the month in which Closing occurs. Thereafter,
Buyer shall receive (and Escrow Agent is hereby authorized to pay to Buyer
without further direction from Seller) monthly payments, in advance, for rent
and reimbursable expenses, from the Leased Space Escrow Deposit, in the monthly
amounts described upon Exhibit A and attributable to each space so described
(prorated for any partial months) (collectively, the "Leased Space Monthly
Payment"). The Leased Space Monthly Payment shall respectively be made by Escrow
Agent to Buyer until such time as the respective tenants under Leased Space not
Fulfilling Tenant Conditions described upon Exhibit A have: (a) accepted its
premises, and (b) opened for business at the Property to the public, and (c)
commenced paying rent and other charges under its lease, and (d) delivered to
Buyer evidence that all leasing commissions and tenant improvement allowances
are fully paid, and (e) delivered a certificate of occupancy to Buyer for the
space (collectively, the "Tenant Conditions"), Buyer shall promptly notify
Seller and Escrow Agent of the date a tenant satisfies the Tenant Conditions.
The balance of the Leased Space Escrow Deposit remaining after satisfaction of
the Tenant Conditions for such space shall then be released to Seller upon the
joint direction of Seller and Buyer, with such disbursement to occur within two
(2) business days after Escrow Agent's receipt of notification from Buyer of the
tenant's satisfaction of Tenant Conditions. Any rent and reimbursable expenses
received by Buyer from any Leased Space not Fulfilling Tenant Conditions tenant
shall be promptly remitted by Buyer to Seller (to the extent Buyer has been paid
pursuant to the terms of this Agreement).

          3.   VACANT SPACE ESCROW DEPOSIT. Escrow Agent shall retain the Vacant
Space Escrow Deposit in the account, and shall cause the same to be paid in the
manner described herein. The Vacant Space Escrow Deposit is attributable to the
Vacant Space. Buyer shall receive a prorated credit (calculated in accordance
with the allocations described in the immediately following sentence) from the
Vacant Space Escrow Deposit

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on the date of Closing for the rent and reimbursable expenses attributable to
the Vacant Space from the date of Closing through the end of the month in which
Closing occurs. Thereafter, Buyer shall receive (and Escrow Agent is hereby
authorized to pay to Buyer without further direction from Seller) monthly
payments, in advance, for rent and reimbursable expenses, from the Vacant Space
Escrow Deposit, in the monthly amounts described upon Exhibit A and attributable
to each space so described (prorated for any partial months) (collectively, the
"Vacant Space Monthly Payment"). The Vacant Space Monthly Payment shall be made
by Escrow Agent to Buyer until such time as tenants under leases for the Vacant
Space have respectively satisfied the Tenant Conditions. Buyer shall promptly
notify Seller and Escrow Agent of the date any tenant satisfies the Tenant
Conditions. As the Vacant Space is leased during the 12-month period following
the date of Closing, with the Tenant Conditions having then been satisfied, the
balance of the Vacant Space Escrow Deposit attributable to each such leased
Vacant Space shall then be released to Seller upon the joint direction of Seller
and Buyer, with such disbursement to occur within two (2) business days after
Escrow Agent's receipt of notification from Buyer that Vacant Space is leased
with the Tenant Conditions having been satisfied. The balance of the Vacant
Space Escrow Deposit attributable to the Vacant Space not yet leased, if any,
remaining on the 1st day of the 2nd year following the date of Closing, shall be
released to Seller reduced by the following described sums which shall then be
payable to Buyer: any pending (and not yet paid by Escrow Agent) funds
disbursement requests made by Buyer in accordance with the terms of this
Agreement. Any rent and reimbursable expenses received by Buyer from any Vacant
Space tenant shall be promptly remitted by Buyer to Seller (to the extent Buyer
has been paid pursuant to the terms of this Agreement).

          4.   TENANT IMPROVEMENT ALLOWANCES AND LEASING COMMISSIONS DEPOSIT.
The TI/LC Escrow Deposit is applicable to the Vacant Space on the basis of the
product of Eight and no/100 Dollars ($8.00) as and for leasing/brokerage
commissions ("LC") and tenant improvement allowances ("TI"), multiplied by 2012
square feet of Vacant Space. That portion of the TI/LC Escrow Deposit
attributable to LC shall be released from the Escrow Deposit by Escrow Agent
upon the joint direction of Seller and Buyer accompanied by signed lien waivers
and invoices from the applicable real estate brokers. That portion of the TI/LC
Escrow Deposit attributable to TI shall be released by Escrow Agent upon the
joint direction of Seller and Buyer accompanied by the documentation required by
each lease, and in any event, no less documentation than copies of invoices and
mechanics lien waivers in the amount of each request shall accompany the draw
request. As each portion of the Vacant Space is leased to tenants during the
1-year period following the date of Closing, and the Tenant Conditions are
fulfilled as to such tenant(s), the amount of non-allocated TI/LC Escrow Deposit
attributable to each of such space(s) shall then be released to Seller upon the
joint direction of Seller and Buyer, with such disbursement to occur within two
(2) business days after Escrow Agent's receipt of notification from Buyer that
Vacant Space is leased with the Tenant Conditions having been satisfied. Any
non-allocated TI/LC Escrow Deposit remaining on the 1st day of the 2nd year
following the date of Closing, for any then Vacant Space, shall be released to
Buyer.

     5.   ESCROW ADMINISTRATION. The costs of administration of this Escrow
Agreement by Escrow Agent in the sum of Seven Hundred Fifty and no/100 Dollars

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($750.00) per year shall be shared equally by Seller and Buyer. This Escrow
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, principals, successors and assigns and shall be
governed and construed in accordance with the laws of the State of Florida. No
modification, amendment or waiver of the terms hereof shall be valid or
effective unless in writing and signed by all of the parties hereto. This Escrow
Agreement may be executed in multiple counterpart originals, each of which shall
be deemed to be and shall constitute an original. If there is any conflict
between the terms of this Escrow Agreement and the terms of the Contract, the
terms of this Escrow Agreement shall control.

          6.   NOTICES. All notices, requests, consents and other communications
hereunder shall be sent to each of the following parties and be in writing and
shall either be: (i) delivered by facsimile transmission, or (ii) personally
delivered, or (iii) sent by Federal Express or other overnight or same day
courier service providing a return receipt, (and shall be effective when
received, when refused or when the same cannot be delivered, as evidenced on the
return receipt) to the following addresses:

If to Seller:           Paradise Shoppes of Dallas, Ltd.
                        c/o Paradise Development Group, Inc.
                        2901 Rigsby Lane
                        Safety Harbor, Florida
                        Attention: Mr. Michael T. Wagner
                        Facsimile:   (727) 726-2337
                        Telephone:   (727) 726-1115

Copy to:                Forlizzo Law Group, P.A.,
                        2903 Rigsby Lane
                        Safety Harbor, Florida 34695
                        Attention: Robert A. Forlizzo, Esquire
                        Facsimile:   (727) 669-6929
                        Telephone:   (727) 669-0550

If to Buyer:            Inland Western Dallas Paradise, L.L.C.
                        2901 Butterfield Road
                        Oak Brook, Illinois 60523
                        Attention: Rob Barg
                        Facsimile:   (630) 218-4928

Copy to:                The Inland Group, Inc.
                        2901 Butterfield Road
                        Oak Brook, Illinois 60523
                        Attention: Robert Baum, General Counsel
                        Facsimile:   (630) 18-4900 and (630) 571-2360

If to Escrow Agent:     Ms. Nancy Castro
                        Chicago Title and Trust Company
                        171 North Clark Street

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                        Chicago, Illinois
                        Facsimile:   _______________
                        Telephone:   _______________

          7.   COUNTERPARTS. This Escrow Agreement may be executed in
counterparts and shall constitute an agreement binding on all parties
notwithstanding that all parties are not signatories of the original or the same
counterpart. Furthermore, the signatures from one counterpart may be attached to
another to constitute a fully executed original. The Escrow Agreement may be
executed by facsimile.

          8.   REPORTING. Escrow Agent agrees to deliver to Buyer and Seller, on
a monthly basis, a copy of the bank statement of account of the Escrow Deposit.
Such monthly statements shall be delivered to: Inland Retail Real Estate Trust,
Inc., 200 Waymont Court, Suite 126, Unit 10, Lake Mary, Florida 32746
(telephone: 407-688-6540; facsimile: 407-688-6543).

          9.   POTENTIAL ADJUSTMENT TO PURCHASE PRICE. Seller and Buyer shall
calculate an adjustment to the Purchase Price based upon the following described
formula:

          The Purchase Price shall be adjusted as follows:

          (i)    as of the date of this Agreement, calculate the total square
                 feet of Project Vacant Space and multiply that sum by the base
                 rental per square foot values, described on a space-by-space
                 basis upon the Rent Roll, to obtain the Project Vacant Space
                 base rent value (the "Vacant Space Base Rent Value"). The
                 Vacant Space Base Rent Value shall be calculated as to both the
                 aggregate Project Vacant Space as well as to Project Vacant
                 Space on a space-by-space basis; then

          (ii)   during the twelve (12) month term of this Master Lease Escrow
                 Agreement, as an individual unit(s) of Project Vacant Space is
                 leased, calculate the square feet of Project Vacant Space on a
                 space-by-space basis leased to tenants under Leases (from the
                 date of this Agreement to the date of Closing) which are then
                 open for business, operating and paying base rent and
                 reimbursable expenses per their respective Leases (the "Leased
                 Space"); and then multiply the Leased Space by the actual base
                 rent payable by such tenants under such Leases (on a
                 space-by-space basis) to obtain, on a space-by-space basis, the
                 Leased Space base rental value for each individual space (the
                 "Leased Space Base Rent Value"); then

          (iii)  subtract the Vacant Space Base Rent Value attributable to
                 Leased Space from the Leased Space Rent Value (on a
                 space-by-space basis), and divide the value so obtained by
                 .071, to obtain, on a space-by-space basis, the "Adjustment to
                 Purchase Price Value." If the Adjustment to Purchase Price
                 Value is a positive number, the amount will be added to the
                 Purchase Price and paid by Buyer to Seller at such time as the

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                 Vacant Space Escrow Deposit related to the individual space of
                 Leased Space is disbursed pursuant to Section 3, above.

          In calculating the Leased Space Base Rent Value contemplated by
     subparagraph (ii), above, there shall be included in such calculation any
     rental income received from tenants occupying individual tenant panels on
     any shopping center signage.

                    PLEASE SEE FOLLOWING PAGE FOR SIGNATURES

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     IN WITNESS WHEREOF, each of the parties hereto has caused this Escrow
Agreement to be signed and delivered as of the day and year first above written.

                              BUYER:

                              Inland Western Dallas Paradise, L.L.C., a Delaware
                              limited liability company

                              By: Inland Western Retail Real Estate Trust, Inc.,
                                  a Maryland corporation


                              By: /s/ [ILLEGIBLE]
                                 --------------------------------
                              Name:
                                   ------------------------------
                              As Its: Agent
                                     ----------------------------

                              SELLER:

                              Paradise Shoppes of Dallas, Ltd.,
                              a Florida limited partnership

                              By: Paradise Development Group, Inc., a
                                  Florida corporation, its General Partner


                              By: /s/ Michael T. Wagner
                                 -------------------------------
                                  Michael T. Wagner
                                  Vice President


                              ESCROW AGENT:

                              Chicago Title and Trust Company


                              By:
                                 -------------------------------
                              Name:
                                   -----------------------------
                              As Its:
                                     ---------------------------

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