EXHIBIT 10.31

                            COLLATERAL ASSIGNMENT OF
                         JOINT DEVELOPMENT AGREEMENT AND
                   PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
                   ------------------------------------------

                 Project Commonly Known as "Scottsdale Quarter"

     THIS COLLATERAL ASSIGNMENT OF JOINT DEVELOPMENT AGREEMENT AND PURCHASE
AGREEMENT AND ESCROW INSTRUCTIONS ("Assignment"), dated as of November 30, 2007,
is made by KIERLAND CROSSING, LLC, a Delaware limited liability company
("Assignor"), in favor of KEYBANK NATIONAL ASSOCIATION, a national banking
association, not individually but as Administrative Agent (the "Assignee") on
behalf of and for the benefit of the Lenders (as defined in the Loan Agreement)
and their respective successors and assigns.

                                 R E C I T A L S
                                 ---------------

     A. On or about the date hereof Assignor, Assignee and Lenders entered into
that certain Construction, Acquisition and Interim Loan Agreement ("Loan
Agreement") whereby Lenders agreed to make a secured construction loan (the
"Loan") available to Assignor in the maximum aggregate amount at any time
outstanding not to exceed the sum of Two Hundred Twenty Million and No/100ths
Dollars ($220,000,000.00) to finance the acquisition, development and
construction of a 631,816 square foot mixed use/lifestyle center located at
15101 North Scottsdale Road in Scottsdale, Arizona to be known as "Scottsdale
Crossing" (the "Project"). Capitalized terms used and not otherwise defined
herein shall have the meanings given to them in the Loan Agreement.

     B. In connection with the Loan, Assignor has executed and delivered one or
more promissory notes (collectively, the "Notes") in favor of Lenders of even
date herewith in the aggregate amount of the Loan, payment of which is secured
by (i) a Leasehold Deed of Trust, Assignment of Rents, Security Agreement and
Fixture Filing made by Assignor for the benefit of Assignee on the Project, and
(ii) the other Loan Documents.

     C. On May 12, 2006, Assignor and Kierland Crossing Residential, LLC, an
Arizona limited liability company ("Seller") entered into that certain Purchase
Agreement and Escrow Instructions ("Purchase Agreement") whereby Seller agreed
to sell the real property on which the Project will be located.

     D. Seller, Kierland Crossing Residential II, LLC, and Kierland Crossing
Residential III, LLC, each an Arizona limited liability company (collectively
known as the "Phase III Developers") have entered into that certain Joint
Development Agreement dated as of November 26, 2007 ("Development Agreement")
with Assignor and Glimcher Development Corporation (the "Contract
Administrator") which provides for the design and construction of, and the
sharing of costs for, certain site work, off-site and related improvements
benefiting both the Project and the adjoining parcels owned by the Phase III
Developers.

     E. The execution and delivery of this Assignment is a condition precedent
to the performance by Lender of its obligations under the Loan Agreement.

<PAGE>

                                   AGREEMENTS
                                   ----------

     NOW, THEREFORE, in consideration of the recitals set forth above and
incorporated herein, and for other good and valuable consideration, Assignor
agrees as follows:

     1. Assignor hereby grants, transfers and assigns to Assignee all the right,
title and interest of Assignor, if any, now or hereafter acquired in and to the
following relating to the Project:

          a. the Purchase Agreement, together with any and all extensions,
modifications, amendments, replacements and renewals thereof; and

          b. the Development Agreement, together with any and all extensions,
modifications, amendments, replacements and renewals thereof;

The items referred to in subsections (a) and (b) above are sometimes hereinafter
collectively referred to as the "Assigned Agreements."

     This Assignment is given for the purpose of securing the payment of all
sums, including, without limitation, the payment of principal and interest due
under the Notes, now or at any time due Assignee and Lenders under the Loan
Agreement or any other Loan Documents evidencing or securing the Loan, and any
extensions, modifications, amendments and renewals thereof, and the performance
and discharge of the obligations, covenants, conditions, and agreements of
Assignor contained herein and in the Loan Documents.

     2. Assignor agrees:

          a. To faithfully abide by, perform and discharge each and every
obligation, covenant, condition and agreement of the Assigned Agreements to be
performed by Assignor and to enforce performance by the other party thereto of
each and every obligation, covenant, condition and agreement to be performed by
such other party.

          b. That the occurrence of an Event of Default by Assignor under the
Loan Agreement shall constitute an "Event of Default" hereunder.

          c. Upon the occurrence and during the continuation of any Event of
Default hereunder, Assignee shall have all rights granted to Assignee under the
Loan Documents, and Assignee shall have the right (but not the obligation) to
correct any default in such manner and to such extent as Assignee may deem
necessary to protect the security hereof, including specifically, without
limitation, the right to appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of Assignee,
and also the right to perform and discharge each and every obligation, covenant,
condition and agreement of Assignor under the Assigned Agreements, and, in
exercising any such powers, to pay necessary costs and expenses, employ counsel
and incur and pay reasonable attorneys' fees and expenses. Assignee shall not be
obligated to perform or discharge, nor does it hereby undertake to perform or
discharge, any obligation, duty or liability under any of the Assigned
Agreements, or by reason of this Assignment.


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<PAGE>

          d. At any time after the occurrence and during the continuation of an
Event of Default, Assignee may, at its option, without notice, and without
regard to the adequacy of security for the indebtedness hereby secured, either
in person or by agent, with or without bringing any action or proceeding, or by
a receiver to be appointed by a court at any time hereafter, enforce for its own
benefit the Assigned Agreements, or any of them. The exercise of any rights
under this Assignment shall not be deemed to cure or waive any default under any
of the Loan Documents, or waive, modify or affect any notice of default under
any of the Loan Documents, or invalidate any act done pursuant to such notice.

          e. That the Seller, the Contract Administrator, the Phase III
Developers and any other parties to the Assigned Agreements, upon written notice
from Assignee of the occurrence and during the continuation of an Event of
Default, shall be and are hereby authorized by Assignor to perform for the
benefit of Assignee in accordance with the terms and conditions thereof without
any obligation to determine whether or not such an Event of Default has in fact
occurred.

          f. Should Assignee or any Lender incur any liability (other than, in
each case, on account of Assignee's or such Lender's negligence or willful
misconduct) by reason of this Assignment or in defense of any claim or demand
for loss or damage as provided above, the amount thereof, including, without
limitation, reasonable costs, expenses and reasonable attorneys' fees and
expenses shall be secured hereby and by the Deed of Trust and all other Loan
Documents (whether or not such amount, when aggregated with other sums secured
by the Deed of Trust, exceeds the aggregate face amount of the Notes) and shall
be due and payable immediately upon demand by Assignee. During the occurrence
and continuation of any Event of Default, any amounts incurred by Administrative
Agent or any Lender under this Section 2.f shall bear interest at the Default
Rate from the date paid or incurred by Assignee or such Lender until repaid by
Assignor. In the absence of an Event of Default, any amounts incurred by
Administrative Agent or any Lender under this Section 2.f shall bear interest
from the tenth (10th) Banking Day following the date of demand for payment at
the Default Rate.

          g. That this Assignment shall be assignable by Assignee to any
successor to Assignee under the Loan Agreement and all representations,
warranties, covenants, powers and rights herein contained shall be binding upon,
and shall inure to the benefit of, Assignor, Assignee, each person who at any
time is a Lender, and their respective legal representatives, successors and
assigns.

     3. Assignor further hereby covenants and represents to Assignee that (a)
Assignor has not previously assigned, sold, pledged, transferred, mortgaged,
hypothecated or otherwise encumbered the Assigned Agreements or any of them, or
its right, title and interest therein, (b) Assignor shall not assign, sell,
pledge, transfer, mortgaged, hypothecate or otherwise encumber its interests in
the Assigned Agreements or any of them except to the Lenders under the Loan
Documents, (c) Assignor has not knowingly performed any act which might prevent
Assignor from performing its undertakings hereunder or which might prevent
Assignee from operating under or enforcing any of the terms and conditions
hereof or which would limit Assignee in such operation or enforcement, (d)
Assignor is not in default under the Assigned Agreements, and to the best
knowledge of Assignor, no other party to the respective Assigned Agreements is
in default thereunder except as disclosed in writing to Assignee, (e) no
amendments to the Purchase Agreement will be made without the prior written


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<PAGE>

consent of Assignee, and (f) on or before the date hereof with respect to the
existing Assigned Agreements, Assignor will deliver a copy of such Assigned
Agreements (or an original at Assignee's request) to Assignee and will use
commercially reasonable efforts to cause such of the parties thereto as Assignee
may designate to execute and deliver to Assignee a consent to this Assignment,
such consent to be substantially in the applicable form of Consent and Agreement
attached hereto as Exhibit A.

     4. All notices, demands or documents which are required or permitted to be
given or served hereunder shall be in writing and shall be deemed sufficiently
given when delivered or mailed in the manner set forth in the Loan Agreement.

     5. Any provision in the Loan Agreement that pertains to this Assignment
shall be deemed to be incorporated herein as if such provision were fully set
forth in this Assignment. In the event of any conflict between the terms of this
Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement
shall prevail. A provision in this Assignment shall not be deemed to be
inconsistent with the Loan Agreement by reason of the fact that no provision in
the Loan Agreement covers such provision in this Assignment.

     6. This Assignment is made for collateral purposes only and the duties and
obligations of Assignor under this Assignment shall terminate when all sums due
Assignee and/or Lenders under the Loan Documents are paid in full and all
obligations, covenants, conditions and agreements of Assignor contained in the
Loan Documents are performed and discharged. This assignment shall be governed
by, and construed in accordance with, the laws of the State of Ohio, without
regard to the choice of law provisions thereof.

     7. It is expressly intended, understood and agreed that this Assignment and
the other Loan Documents are made and entered into for the sole protection and
benefit of Assignor, Assignee, and Lenders and their respective successors and
assigns (but in the case of assigns of Assignor, only to the extent permitted
hereunder); that no other person or persons shall have any right at any time to
action hereon or rights to the proceeds of the loan evidenced and secured by the
Loan Documents; that such loan proceeds do not constitute a trust fund for the
benefit of any third party; that no third party shall under any circumstances be
entitled to any equitable lien on any such undisbursed loan proceeds at any
time; and that Assignee on behalf of Lenders shall have a lien upon and right to
direct application of any such undisbursed loan proceeds as provided in the Loan
Documents.

     8. Assignor and Assignee intend and believe that each provision in this
Assignment comports with all applicable local, state or federal laws and
judicial decisions. However, if any provision or provisions, or if any portion
of any provision or provisions, in this Assignment is found by a court of law to
be in violation of any applicable local, state or federal ordinance, statute,
law, administrative or judicial decision or public policy, and if such court
should declare such portion, provision or provisions of this Assignment to be
illegal, invalid, unlawful, void or unenforceable as written, then it is the
intent both of Assignor and Assignee that such portion, provision or provisions
shall be given force to the fullest possible extent that they are legal, valid
and enforceable, that the remainder of this Assignment shall be construed as if
such illegal, invalid, unlawful, void or unenforceable portion, provision or
provisions were not contained therein and that the rights, obligations and
interests of Assignor and Assignee under the remainder of this Assignment shall
continue in full force and effect.


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<PAGE>

     Each Lender is a third party beneficiary of the obligations of Assignor and
the rights and benefits accruing to Assignee hereunder.


                  [Remainder of Page Intentionally Left Blank]


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<PAGE>


     IN WITNESS WHEREOF, Assignor has delivered this Assignment as of the date
first written above.

                             KIERLAND CROSSING, LLC,
                             a Delaware limited liability company

                             By:  GLIMCHER KIERLAND CROSSING LLC, a Delaware
                                  limited liability company, its Managing Member

                             By:  GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                                  Delaware limited partnership, its Sole Member

                             By:  GLIMCHER PROPERTIES CORPORATION,
                                  a Delaware corporation, its General Partner


                                  By:  /s/ George A. Schmidt
                                     --------------------------------
                                  Name: George A. Schmidt
                                  Its:  Executive Vice President and
                                        Chief Investment Officer


                             KIERLAND CROSSING RESIDENTIAL, LLC, an Arizona
                             limited liability company


                             By:  /s/ Timothy M. Wolff
                                 ---------------------------------------------
                             Name: Timothy M. Wolff
                                 ---------------------------------------------
                             Its:  Authorized Signatory
                                 ---------------------------------------------

                             KIERLAND CROSSING RESIDENTIAL II, LLC, an
                             Arizona limited liability company


                             By:  /s/ Timothy M. Wolff
                                 ---------------------------------------------
                             Name: Timothy M. Wolff
                                 ---------------------------------------------
                             Its:  Authorized Signatory
                                 ---------------------------------------------

                             KIERLAND CROSSING RESIDENTIAL III, LLC, an
                             Arizona limited liability company


                             By:  /s/ Timothy M. Wolff
                                 ---------------------------------------------
                             Name: Timothy M. Wolff
                                 ---------------------------------------------
                             Its:  Authorized Signatory
                                 ---------------------------------------------


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<PAGE>

                                    EXHIBIT A
                                    ---------

                        SELLER'S AGREEMENT AND CONSENT TO
                        ASSIGNMENT OF PURCHASE AGREEMENT

     The undersigned ("Seller") as seller under the Purchase Agreement and
Escrow Instructions between Seller and Kierland Crossing, LLC ("Assignor"),
dated May 12, 2006, as amended from time to time (the "Agreement") which is one
of the Assigned Agreements referred to in that certain Collateral Assignment of
Joint Development Agreement And Purchase Agreement And Escrow Instructions dated
as of November __, 2007 ("Assignment") made by Assignor to KeyBank National
Association, as Administrative Agent (the "Assignee") on behalf of and for the
benefit of certain lending institutions, to secure a construction loan (the
"Loan") being made by such lending institutions to Assignor, hereby consents to
the terms of the Assignment and agrees that, upon receipt of notice from
Assignee or its successors or assigns that an Event of Default has occurred and
is continuing under the Assignment, it will perform all of its obligations,
covenants, conditions and agreements under the Agreement for the benefit of
Assignee and its successors and assigns, so long as Assignee performs the duties
and obligations of the Assignor under the Agreement.

     For purposes of the Assignment, all notices, demands or documents which are
required or permitted to be given or served upon the undersigned or Assignee
shall be deemed to have been properly given if hand delivered or, if mailed by
United States registered or certified mail, postage prepaid, return receipt
requested (effective three (3) days after mailing), addressed as follows:

     If to the undersigned:    Kierland Crossing Residential, LLC
                               8328 E. Hartford Dr.
                               Scottsdale, Arizona 85255
                               Attention: General Counsel
                               Telephone:(480) 993-0562
                               Facsimile: (480) 993-0570

     If to Assignee:           KeyBank National Association
                               127 Public Square
                               Mail Code OH-01-27-0844
                               Cleveland, Ohio  44114-1306
                               Attention: Real Estate Capital, Institutional
                                          Group
                               Telephone (216) 689-4660
                               Facsimile (216) 689-5819

     With a copy to:           Sonnenschein Nath & Rosenthal LLP
                               7800 Sears Tower
                               Chicago, Illinois  60606
                               Attention: Patrick G. Moran
                               Telephone: (312) 876-8132
                               Facsimile: (312) 876-7934

<PAGE>

     The undersigned also agrees that in the event of a breach by Assignor of
any of the terms and conditions of the Agreement, the undersigned will give
Assignee written notice of such breach and the opportunity to remedy or cure
such breach within thirty (30) days thereafter except that the undersigned
agrees that no default shall be deemed to have occurred if curing such default
cannot by its nature be accomplished in such thirty (30) day period so long as
Assignee shall have commenced curing the same within such thirty (30) day period
and thereafter shall diligently and continuously prosecute the same to
completion.

     It is expressly understood that Assignee neither assumes nor has any
obligation to Seller to exercise its rights under the Assignment, and that the
option to exercise such right rests in the sole and absolute discretion of
Assignee. In the event Assignee exercises its rights under the Assignment,
Seller agrees that Assignee shall have no personal obligations or liabilities
under the Agreement or the Assignment with respect to any liabilities of
Assignor to Seller under the Agreement and the sole rights and remedies of
Seller under the Agreement or under this Consent shall be the right to receive
the "Earnest Money" (as such term is defined in the Agreement) and the right to
bring suit against the Assignor for any indemnification obligations to Seller as
provided for under the Agreement, Notwithstanding the preceding sentence, Seller
shall have no obligation to Assignee to complete the Seller's obligations under
the Agreement in the event Assignee exercises its rights under the Assignment
unless Assignee cures all breaches by Assignor under the Agreement as provided
above and causes the entity acquiring the "Units" (as such term is defined in
the Agreement) to assume the obligation to pay any further sums that may become
due to Seller as and when such payments become due under the terms of the
Agreement.

     Seller acknowledges that the execution and delivery of this Agreement and
Consent to Assignment ("Consent") is a material inducement to Assignee to make
the Loan, and, without execution and delivery of this Consent, Assignee will not
make the Loan.

                                      KIERLAND CROSSING RESIDENTIAL,
                                      LLC, an Arizona limited liability company


                                      By:___________________________________
                                      Name:_________________________________
                                      Title:________________________________


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<PAGE>

                 PHASE III DEVELOPERS' AGREEMENT AND CONSENT TO
                       ASSIGNMENT OF DEVELOPMENT AGREEMENT

     Each of the undersigned (collectively, the "Phase III Developers") as
developers under the Joint Development Agreement among Kierland Crossing, LLC
("Assignor"), Glimcher Development Corporation, as contract administrator, and
the Phase III Developers, dated November 26, 2007, (the "Agreement") which is
one of the Assigned Agreements referred to in that certain Collateral Assignment
of Joint Development Agreement And Purchase Agreement And Escrow Instructions
dated as of November __, 2007 ("Assignment") made by Assignor to KeyBank
National Association, as Administrative Agent (the "Assignee"), on behalf of and
for the benefit of certain lending institutions, to secure a construction loan
(the "Loan") being made by such lending institutions to Assignor, hereby
consents to the terms of the Assignment and agrees that, upon receipt of notice
from Assignee or its successors or assigns that an Event of Default has occurred
and is continuing under the Assignment, it will perform all of its obligations,
covenants, conditions and agreements under the Agreement for the benefit of
Assignee and its successors and assigns, so long as Assignee performs the duties
and obligations of the Assignor under the Agreement.

     For purposes of the Assignment, all notices, demands or documents which are
required or permitted to be given or served upon the undersigned or Assignee
shall be deemed to have been properly given if hand delivered or, if mailed by
United States registered or certified mail, postage prepaid, return receipt
requested (effective three (3) days after mailing), addressed as follows:

     If to the undersigned:  Kierland Crossing Residential, LLC
                             4725 N. Scottsdale Road, Suite 110
                             Scottsdale, Arizona 85251
                             Attention: General Counsel
                             Telephone: (480) 993-0562
                             Facsimile: (480) 452-0484

     If to Assignee:         KeyBank National Association
                             127 Public Square
                             Mail Code OH-01-27-0844
                             Cleveland, Ohio  44114-1306
                             Attention: Real Estate Capital, Institutional Group
                             Telephone: (216) 689-4660
                             Facsimile: (216) 689-5819

     With a copy to:         Sonnenschein Nath & Rosenthal LLP
                             7800 Sears Tower
                             Chicago, Illinois  60606
                             Attention: Patrick G. Moran
                             Telephone: (312) 876-8132
                             Facsimile: (312) 876-7934

     The undersigned agree to notify Agent by certified mail, return receipt
requested, with postage prepaid, of any breach on the part of the Assignor under
the Agreement, and the undersigned further confirm that Agent shall have 60 days

<PAGE>

from the date of such notice, as provided in Section 7.1 of the Agreement, to
cure such default. Notwithstanding the foregoing, neither Agent nor any Lender
shall have any obligation to cure any default by Assignor in the event Agent or
its nominee shall become the owner of Assignor's leasehold interest in the
"Scottsdale Quarter Property" (as defined in the Agreement) by reason of the
foreclosure of the leasehold deed of trust encumbering such interest and
securing the Loan (the "Deed of Trust") or the acceptance of a deed or
assignment in lieu of foreclosure or by reason of any other enforcement of the
Deed of Trust.

     It is expressly understood that Assignee has no obligation to the Phase III
Developers to exercise its rights under the Assignment, and that the option to
exercise such right rests in the sole and absolute discretion of Assignee. In
the event Assignee exercises its rights under the Assignment and under the Deed
of Trust, the Phase III Developers agree that Assignee shall have no personal
obligations or liabilities to the Phase III Developers under the Agreement or
the Assignment. Nothing herein shall in any way diminish or waive the provisions
of Article 7 of the Agreement and any purchaser of the leasehold interest in
such "Scottsdale Quarter Property" from Agent or its nominee shall take such
leasehold interest subject to any liens arising under such Article 7 as provided
for in Section 7.2 of the Agreement.

     Phase III Developers acknowledge that the execution and delivery of this
Agreement and Consent to Assignment ("Consent") is a material inducement to
Assignee to make the Loan, and, without execution and delivery of this Consent,
Assignee will not make the Loan.

                             KIERLAND CROSSING RESIDENTIAL, LLC, an
                             Arizona limited liability company

                             By:_______________________________________
                             Name:_____________________________________
                             Title:____________________________________

                             KIERLAND CROSSING RESIDENTIAL II, LLC, an
                             Arizona limited liability company

                             By:_______________________________________
                             Name:_____________________________________
                             Title:____________________________________

                             KIERLAND CROSSING RESIDENTIAL III, LLC, an
                             Arizona limited liability company

                             By:_______________________________________
                             Name:_____________________________________
                             Title:____________________________________


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