<Page>
Exhibit 10.385
Loan No. 10025000
PROMISSORY NOTE
$8,850,900.00
September 7, 2004
FOR VALUE RECEIVED, INLAND WESTERN BETHLEHEM SAUCON VALLEY DST, a Delaware
statutory trust, having its principal place of business at 2901 Butterfield
Road, Oak Brook, Illinois 60523, as maker hereunder (referred to herein as
"BORROWER"), hereby unconditionally promises to pay to the order of KEYBANK
NATIONAL ASSOCIATION, a national banking association, its successors and
assigns, having an address at 911 Main Street, Suite 1500, Kansas City, Missouri
64105 ("LENDER"), or at such other place as the holder hereof may from time to
time designate in writing, the principal sum of EIGHT MILLION EIGHT HUNDRED
FIFTY THOUSAND NINE HUNDRED AND NO/100 DOLLARS ($8,850,900.00), in lawful money
of the United States of America with interest thereon to be computed from the
date of this Note at the Interest Rate, and to be paid in accordance with the
terms of this Note and that certain Loan Agreement, dated as of the date hereof,
between Borrower and Lender which is incorporated herein by reference (the "LOAN
AGREEMENT"). All capitalized terms not defined herein shall have the respective
meanings set forth in the Loan Agreement.
ARTICLE 1
PAYMENT TERMS
Borrower agrees to pay interest on the unpaid principal sum of this Note
from time to time outstanding at the rates and at the times specified in the
Loan Agreement and the outstanding balance of the principal sum of this Note and
all accrued and unpaid interest thereon shall be due and payable on the Maturity
Date. This Note shall be the "Note" as defined in the Loan Agreement.
ARTICLE 2
DEFAULT AND ACCELERATION
The Debt shall without notice become immediately due and payable at the
option of Lender if any payment required in this Note is not paid on or prior to
the date when due or if not paid on the Maturity Date or on the happening of any
other Event of Default.
ARTICLE 3
LOAN DOCUMENTS
This Note is secured by the Mortgage and the other Loan Documents. All of
the terms, covenants and conditions contained in the Loan Agreement, the
Mortgage and the other Loan Documents are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth herein. In
the event of a conflict or inconsistency between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.
<Page>
ARTICLE 4
SAVINGS CLAUSE
Notwithstanding anything to the contrary, (a) all agreements and
communications between Borrower and Lender are hereby and shall automatically be
limited so that, after taking into account all amounts deemed interest, the
interest contracted for, charged or received by Lender shall never exceed the
maximum lawful rate or amount, (b) in calculating whether any interest exceeds
the lawful maximum, all such interest shall be amortized, prorated, allocated
and spread over the full amount and term of all principal indebtedness of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to receive interest in excess of the lawful maximum, any such
excess shall be deemed to have been applied toward payment of the principal of
any and all then outstanding indebtedness of Borrower to Lender, or if there is
no such indebtedness, shall immediately be returned to Borrower.
ARTICLE 5
NO ORAL CHANGE
This Note may not be modified, amended, waived, extended, changed,
discharged or terminated orally or by any act or failure to act on the part of
Borrower or Lender, but only by an agreement in writing signed by the party
against whom enforcement of any modification, amendment, waiver, extension,
change, discharge or termination is sought.
ARTICLE 6
WAIVERS
Borrower and all others who may become liable for the payment of all or
any part of the Debt do hereby severally waive presentment and demand for
payment, notice of dishonor, notice of intention to accelerate, notice of
acceleration, protest and notice of protest and non-payment and all other
notices of any kind. No release of any security for the Debt or extension of
time for payment of this Note or any installment hereof, and no alteration,
amendment or waiver of any provision of this Note, the Loan Agreement or the
other Loan Documents made by agreement between Lender or any other Person shall
release, modify, amend, waive, extend, change, discharge, terminate or affect
the liability of Borrower, and any other Person who may become liable for the
payment of all or any part of the Debt, under this Note, the Loan Agreement or
the other Loan Documents. No notice to or demand on Borrower shall be deemed to
be a waiver of the obligation of Borrower or of the right of Lender to take
further action without further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents. If Borrower is a partnership,
the agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the individuals comprising the partnership, and
the term "Borrower," as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not
thereby be released from any liability. If Borrower is a statutory trust, the
agreements herein contained shall remain in force and applicable,
notwithstanding any changes in the members comprising the company, and the term
"Borrower," as used herein, shall include any alternate or successor company,
but any predecessor company and its members shall not thereby be released from
any liability. If Borrower is a corporation, the agreements contained herein
shall remain in full force and applicable notwithstanding any changes in the
shareholders comprising, or the officers and
2
<Page>
directors relating to, the corporation, and the term "Borrower" as used herein,
shall include any alternative or successor corporation, but any predecessor
corporation shall not be relieved of liability hereunder. (Nothing in the
foregoing sentence shall be construed as a consent to, or a waiver of, any
prohibition or restriction on transfers of interests in such entity which may
be set forth in the Loan Agreement, the Mortgage or any other Loan Document.)
ARTICLE 7
TRANSFER
Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer except as provided in the Loan Agreement, Lender may deliver all the
collateral mortgaged, granted, pledged or assigned pursuant to the Loan
Documents, or any part thereof, to the transferee who shall thereupon become
vested with all the rights herein or under applicable law given to Lender with
respect thereto, and Lender shall from that date forward forever be relieved and
fully discharged from any liability or responsibility in the matter; but Lender
shall retain all rights hereby given to it with respect to any liabilities and
the collateral not so transferred.
ARTICLE 8
EXCULPATION
The provisions of Section 9.4 of the Loan Agreement are hereby
incorporated by reference into this Note to the same extent and with the same
force as if fully set forth herein.
ARTICLE 9
GOVERNING LAW
THIS NOTE SHALL BE DEEMED TO BE A CONTRACT ENTERED INTO PURSUANT TO THE
LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED AND SHALL IN ALL RESPECTS BE
GOVERNED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE IN WHICH
THE PROPERTY IS LOCATED AND APPLICABLE FEDERAL LAWS.
ARTICLE 10
NOTICES
All notices or other written communications hereunder shall be delivered
in accordance with Section 10.6 of the Loan Agreement.
ARTICLE 11
CONFESSION OF JUDGMENT
BORROWER, TO THE EXTENT PERMITTED BY LAW, AND WITHOUT FURTHER CONSENT OF
OR NOTICE TO BORROWER, HEREBY IRREVOCABLY AND UNCONDITIONALLY AUTHORIZES THE
PROTHONOTARY, CLERK OF COURT, OR ANY ATTORNEY OR ANY COURT OF RECORD IN THE
COMMONWEALTH OF PENNSYLVANIA, OR ANY OTHER JURISDICTION, AS ATTORNEY FOR
BORROWER, TO APPEAR FOR BORROWER IN SUCH COURT AND CONFESS JUDGMENT AGAINST
3
<Page>
BORROWER AND IN FAVOR OF LENDER, AND ITS SUCCESSORS AND ASSIGNS, AT ANY TIME
FOLLOWING THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER FOR ALL OR ANY PORTION
OF THE UNPAID BALANCE OF ALL PRINCIPAL INDEBTEDNESS HEREUNDER, TOGETHER WITH
UNPAID INTEREST AND ATTORNEYS' FEES NOT TO EXCEED 10% OF THE UNPAID BALANCE OF
SUCH INDEBTEDNESS, WITH COSTS OF SUIT AND RELEASE OF ALL ERRORS, AND WAIVER OF
ANY RIGHT TO A STAY OF EXECUTION, FOR WHICH THIS AGREEMENT OR A VERIFIED COPY
HEREOF SHALL BE SUFFICIENT WARRANT. THE AUTHORITY TO ENTER JUDGMENT SHALL NOT BE
EXHAUSTED BY ONE EXERCISE HEREOF, BUT, TO THE EXTENT PERMITTED BY LAW, SHALL
CONTINUE FROM TIME TO TIME UNTIL FULL PAYMENT OF ALL INDEBTEDNESS. THE FOREGOING
RIGHT AND REMEDY IS IN ADDITION TO AND NOT IN LIEU OF ANY OTHER RIGHT OR REMEDY
AVAILABLE TO LENDER UNDER THIS AGREEMENT OR OTHERWISE.
BORROWER, BEING FULLY AWARE OF THE RIGHT TO NOTICE AND A HEARING
CONCERNING THE VALIDITY OF ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST
BORROWER BY LENDER BEFORE A JUDGMENT CAN BE ENTERED HEREUNDER OR BEFORE
EXECUTION MAY BE LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF EACH
BORROWER, HEREBY WAIVES THESE RIGHTS AND AGREES AND CONSENTS TO JUDGMENT BEING
ENTERED BY CONFESSION IN ACCORDANCE WITH THE TERMS HEREOF AND EXECUTION BEING
LEVIED ON SUCH JUDGMENT AGAINST ANY AND ALL PROPERTY OF BORROWER, IN EACH CASE
WITHOUT FIRST GIVING NOTICE AND THE OPPORTUNITY TO BE HEARD ON THE VALIDITY OF
THE CLAIM OR CLAIMS UPON WHICH SUCH JUDGMENT IS ENTERED.
/s/ [ILLEGIBLE]
- --------------------------
Borrower's initials
[NO FURTHER TEXT ON THIS PAGE]
4
<Page>
IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.
BORROWER:
INLAND WESTERN BETHLEHEM SAUCON
VALLEY DST, a Delaware statutory trust
By: Inland Western Retail Real Estate Trust,
Inc., a Maryland corporation, as Signatory
Trustee
By: /s/ Valerie Medina
------------------
Name: Valerie Medina
Title: Asst. Secretary
Pay to the order of ____________________________, without recourse.
KEYBANK NATIONAL ASSOCIATION, a
national banking association
By:
---------------------------------
Print Name:
-------------------------
Print Title:
------------------------
<Page>
STATE OF Illinois
COUNTY OF Cook
On this 3rd day of September, 2004, before me, Elizabeth Ann Irving, a
Notary Public in and for said state, personally appeared Valerie Medina, who
being by me duly sworn did say that she is the Asst Secretary of Inland Western
Retail Real Estate Trust, Inc., a Maryland corporation, the Signatory Trustee of
INLAND WESTERN BETHLEHEM SAUCON VALLEY DST, a Delaware statutory trust, and that
the within instrument was signed and sealed in behalf of said corporation in
behalf of said statutory trust by authority of its board of directors, and
acknowledged said instrument to be the free act and deed of said corporation in
behalf of said statutory trust for the purposes therein stated.
[Notarial Seal] /s/ Elizabeth Ann Irving
----------------------------------
Print Name:
----------------------
My commission expires:
-----------------------------
"OFFICIAL SEAL"
ELIZABETH ANN IRVING
NOTARY PUBLIC STATE OF ILLINOIS
My Commission Expires 11/14/2004
6