EXHIBIT 10.32


                         NON-RECOURSE EXCEPTION GUARANTY
                         -------------------------------


     THIS NON-RECOURSE EXCEPTION GUARANTY (as the same may from time to time
hereafter be modified, supplemented or amended, the "Guaranty") is made as of
November 30, 2007 by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited
partnership ("Guarantor"), in favor of KEYBANK NATIONAL ASSOCIATION, a national
banking association, having a principal place of business and post office
address at 127 Public Square, Cleveland, Ohio 44114, in its capacity as
Administrative Agent (the "Administrative Agent") on behalf of and for the
benefit of the Lenders (as such term is defined in the Loan Agreement), together
with each of their respective successors and assigns.

                                    RECITALS
                                    --------

     A. The Lenders have agreed to make a construction, acquisition and interim
loan (the "Loan") in the original principal sum of Two Hundred Twenty Million
and No/100 Dollars ($220,000,000.00) (the "Loan Amount") to KIERLAND CROSSING,
LLC, a Delaware limited liability company ("Borrower"). The Loan is evidenced by
one or more Notes of even date herewith made by Borrower to the order of Lenders
in the original principal sum of Two Hundred Twenty Million and No/100 Dollars
($220,000,000.00) (as the same may from time to time hereafter be modified,
amended, supplemented, extended or consolidated in writing, and any note(s)
issued in exchange therefor or replacement thereof, collectively, the "Notes")
or so much thereof as shall be advanced from time to time under the terms of the
Loan Agreement, as that term is hereinafter defined. The Notes bear interest at
the rate and are payable in the manner provided therein.

     B. The Loan is secured by a Leasehold Deed of Trust, Assignment of Rents,
Security Agreement and Fixture Filing of even date herewith (the "Deed of
Trust") on Borrower's leasehold interest in certain real property located in
Maricopa County, Arizona, together with all existing improvements constructed
thereon, said property being more particularly described in said Deed of Trust
(the "Property"), and an Assignment of Leases and Rents of even date herewith
(the "Assignment") (the Notes, this Guaranty, that certain Construction,
Acquisition and Interim Loan Agreement of even date herewith between Borrower,
Administrative Agent and Lenders (the "Loan Agreement"), the Deed of Trust, the
Assignment and all other instruments or agreements by which the Loan is secured
or evidenced are hereinafter collectively referred to as the "Loan Documents").
Capitalized terms used herein and not otherwise defined shall have the meanings
given to them in the Loan Agreement.

     C. It is a condition of Lenders' agreement to make the Loan that Guarantor
enter into this Guaranty.

     D. Guarantor will derive material financial benefit from the Loan evidenced
and secured by the Notes, the Deed of Trust and the other Loan Documents.

<PAGE>

     E. Lenders have relied on the statements and agreements contained herein in
agreeing to make the Loan. The execution and delivery of this Guaranty by
Guarantor is a condition precedent to the making of the Loan by Lenders.

                                   AGREEMENTS
                                   ----------

     NOW, THEREFORE, in order to induce the Lenders to make the Loan to Borrower
and to accept the Guaranty from Guarantor, Guarantor intending to be legally
bound, hereby makes the following representations and warranties to the
Administrative Agent, on behalf of the Lenders, and hereby covenants and agrees
with Administrative Agent, in its capacity as agent for the Lenders, as follows:

     1. Guarantor absolutely, unconditionally, and irrevocably guarantees to the
Administrative Agent and each of the Lenders the punctual payment when due of
the "Guaranteed Obligations" which means, collectively, the Partial Guaranteed
Obligations (as hereinafter defined) and the Full Guaranteed Obligations (as
hereinafter defined). The guaranty of Guarantor as set forth in this Section 1
is a continuing guaranty of payment and not a guaranty of collection. The term
"Partial Guaranteed Obligations" shall mean any and all Losses (as hereinafter
defined) paid, suffered or incurred by the Administrative Agent or any Lender,
directly or indirectly, on account of or in connection with any of the
following:

          (a) Fraud or material or willful misrepresentation or gross negligence
     or willful misconduct by Borrower or any of its affiliates;

          (b) Except for demolition of the existing improvements in connection
     with the Project in accordance with the Loan Agreement, any waste to or of
     the Property;

          (c) Failure to maintain and insure the Improvements and the Property
     in the manner required by Sections 6.1(f), 12.3 and 12.4 of the Loan
     Agreement and Section 5.7 of the Deed of Trust;

          (d) Any negligent or intentional application not permitted by the Loan
     Agreement by the Borrower of rents, security deposits or other proceeds or
     deposits received in connection with the Property;

          (e) Receipt by any Person holding a direct or indirect ownership
     interest in the Borrower of any money or property as a distribution of
     earnings or income by the Borrower if such distribution was prohibited
     under the terms of the Loan Agreement or any of the other Loan Documents;

          (f) Any transfer of a direct or indirect interest in the Property or
     in the Borrower prohibited under the terms of the Loan Agreement or any
     Loan Document other than a specifically Permitted Transfer;

          (g) Failure to pay any rent or other amounts due under the Ground
     Lease within any notice and cure periods provided to Borrower therein or to
     pay any taxes, assessments or any other lienable impositions on or against
     the Property as required under the Loan Documents;


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<PAGE>

          (h) Failure of Borrower to deliver to the Administrative Agent on
     behalf of the Lenders, to the full extent such proceeds should have been
     delivered to the Administrative Agent on behalf of the Lenders under the
     terms of the Loan Documents and to the full extent of such proceeds
     otherwise misapplied, the proceeds paid under any insurance policies (or
     paid as a result of any other claim or cause of action against any person
     or entity) by reason of damage, loss or destruction to all or any portion
     of the Property, or the proceeds or awards resulting from the condemnation
     or other taking in lieu of condemnation of all or any portion of the
     Property;

          (i) Any loss or damage to the Property, to the extent such loss or
     damage is not covered by insurance as described in the Loan Documents, but
     would have been so covered had Borrower furnished all insurance covering
     the Property as required by the Loan Documents (subject to any variance in
     insurance coverage which may been specifically approved by Lender in
     writing);

          (j) Any loss of the Property due to forfeiture thereof or of any
     portion thereof or interest therein as a result of any criminal or
     quasi-criminal activity by Borrower; or

          (k) Any contest, delay or hindrance by Borrower or Guarantor of any
     action taken in accordance with the terms and conditions of the Loan
     Documents by the Administrative Agent or any Lender in connection with the
     enforcement of security interests created by any of the Loan Documents,
     unless a court of final jurisdiction rules in favor of Borrower, in the
     contest of such action.

The term "Losses" includes any and all claims, suits, liabilities (including,
without limitation, strict liabilities), actions, proceedings, obligations,
debts, damages, losses, costs, expenses, fines, penalties, charges, fees,
judgments, awards, and amounts paid in settlement (including but not limited to
reasonable attorneys' fees and other costs of defense). The term "Full
Guaranteed Obligations" shall mean all of the Obligations (as defined in the
Loan Agreement) if a Full Recourse Event occurs. The term "Full Recourse Event"
shall mean any filing by Borrower of a bankruptcy petition or involuntary
placement of Borrower into bankruptcy by Guarantor or an accountant, attorney or
other representative of Guarantor, or the making by Borrower of an assignment
for the benefit of creditors, or the appointment of a receiver of any property
of Borrower in any action initiated by, or consented to, by Guarantor.

     2. Guarantor absolutely, irrevocably and unconditionally waives notice of
acceptance of this Guaranty and notice of any payment, performance, liability or
obligation to which it may apply, and waives presentment, demand of payment,
protest, notice of dishonor or nonpayment of such liabilities under this
Guaranty or any of the Loan Documents creating the Guaranteed Obligations and
any suit or taking other action by the Administrative Agent, on behalf of
Lenders, against, and any other notice to, any party liable thereon or any
property which may be security therefor.

     3. The Administrative Agent, on behalf of Lenders, may at any time and from
time to time without the consent of, or notice to, Guarantor, without incurring
any responsibility to Guarantor and without impairing or releasing any of the
obligations of Guarantor hereunder, upon or without any terms or conditions and
in whole or in part:


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<PAGE>

     (a)  renew, alter or change the manner, time, place or terms of payment or
          performance of any of the Guaranteed Obligations, or any liability
          incurred directly or indirectly in respect thereof, whereupon the
          guaranty herein made shall apply to the Guaranteed Obligations as so
          changed, extended, renewed or altered;

     (b)  sell, exchange, release, surrender, and in any manner and in any order
          realize upon or otherwise deal with any property at any time directly
          and absolutely assigned or pledged or mortgaged to secure the
          Guaranteed Obligations or any liabilities (including any of those
          hereunder) incurred directly or indirectly in respect thereof;

     (c)  exercise or refrain from exercising any rights against Borrower or any
          other person (including any Guarantor) or otherwise act or refrain
          from acting with regard to the Loan Documents, Guaranteed Obligations
          or this Guaranty;

     (d)  settle or compromise any of the Guaranteed Obligations, any security
          therefor or any liability (including any of those hereunder) incurred
          directly or indirectly in respect thereof or hereof, and/or
          subordinate the payment of all or any part thereof to the payment of
          any liability of Borrower (whether or not then due) to creditors of
          Borrower other than the Administrative Agent, acting on behalf of
          Lenders;

     (e)  apply any sums in whatever manner paid or realized to any liability or
          liabilities of Borrower to the Administrative Agent or the Lenders
          regardless of what liability or liabilities of Borrower remain unpaid;

     (f)  consent to or waive any breach of or any act, omission or default
          under the Loan Documents or otherwise amend, modify or supplement any
          of such instruments or agreements; and/or

     (g)  sell, convey or assign, whether into a securitized transaction or
          otherwise, all or any part of Administrative Agent's and/or Lenders'
          interest in this Guaranty and the Loan Documents as permitted under
          the Loan Agreement.

     4. No invalidity, irregularity or unenforceability of all or any part of
the Loan Documents, the Guaranteed Obligations or this Guaranty, or of any
security therefor, shall affect, impair or constitute a defense to this
Guaranty. This Guaranty is a direct and primary obligation of Guarantor, and
Guarantor's obligations hereunder are not as a surety. This is an absolute,
present and continuing guaranty of performance and completion and not of
collection.

5.        (a) Notwithstanding any payment or payments made by Guarantor
     hereunder, Guarantor will not assert or exercise any right of the
     Administrative Agent or the Lenders or of such Guarantor against Borrower
     to recover the amount of any payment made by such Guarantor to
     Administrative Agent or the Lenders by way of subrogation, reimbursement,
     contribution, indemnity or otherwise arising by contract or operation of
     law, and Guarantor shall not have any right of recourse to or any claim
     against assets or property of Borrower, whether or not the obligations of
     Borrower have been satisfied, all of such rights being herein expressly
     waived by Guarantor. The provisions of this paragraph shall survive the
     termination of this Guaranty, and any satisfaction and discharge of
     Borrower by virtue of any payment, court order or any applicable law.


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<PAGE>

          (b) In the event that Guarantor shall advance or become obligated to
     pay any sums with respect to any obligation hereby guaranteed or in the
     event that for any reason whatsoever the Borrower or any subsequent owner
     of the collateral securing the Loan or the Guaranty is now, or shall
     hereafter become, indebted to Guarantor, Guarantor agrees that the amount
     of such sums and of such Indebtedness together with all interest thereon,
     shall at all times be subordinate as to the lien, time of payment and in
     all other respects, to all sums, including principal, interest and other
     Indebtedness, at any time owing to the Lenders under any of the Loan
     Documents. Nothing herein contained is intended or shall be construed to
     give to Guarantor any right to participate in any way in the right, title
     or interest of the Administrative Agent, acting on behalf of the Lenders,
     in or to the collateral securing the Loan, notwithstanding any payments
     made by Guarantor under this Guaranty, all such rights of participation
     being hereby expressly waived and released.

     6. Guarantor agrees that to the extent that Borrower makes a payment or
payments to Administrative Agent, on behalf of the Lenders, which payment or
payments or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside or required, for any of the foregoing
reasons or for any other reasons, to be repaid or paid over to a custodian,
trustee, receiver or any other party under any bankruptcy act, state or federal
law, common law or equitable cause, then to the extent of such payment or
repayment, the obligation or part thereof intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been
made.

     7. Guarantor makes the following representations and warranties which shall
survive the execution and delivery of this Guaranty:

     (a)  Guarantor is and, until the Guaranteed Obligations are fully performed
          and paid in full, will continue to (i) be a duly organized and validly
          existing entity in good standing under the laws of the state of its
          formation, (ii) be duly qualified as a foreign entity in each
          jurisdiction in which the nature of its business makes such
          qualification necessary or desirable, (iii) have the requisite power
          and authority to carry on its business as now being conducted, (iv)
          have the requisite power to execute, deliver and perform its
          obligations under this Guaranty, and (v) comply with the provisions of
          all of its organizational documents, and the Laws of the state of its
          formation.

     (b)  The execution, delivery and performance of this Guaranty (i) are
          within the applicable powers of Guarantor; (ii) have been authorized
          by all requisite action; (iii) have received all necessary approvals
          and consents, corporate, governmental or otherwise; (iv) does not and
          will not violate, conflict with, result in a breach of or constitute
          (with notice or lapse of time, or both) a default under any provision
          of law, any order or judgment of any court or governmental authority,
          the articles of incorporation, by-laws, partnership, operating or
          trust agreement, or other governing instrument of Guarantor, or any
          indenture, agreement or other instrument to which Guarantor is a party
          or by which Guarantor or any of Guarantor's assets is or may be bound
          or affected; (v) does not and will not result in the creation or
          imposition of any lien, charge or encumbrance whatsoever upon any of
          Guarantor's assets; and (vi) does not and will not require any
          authorization or license from, or any filing with, any governmental
          authority or other body.


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<PAGE>

     (c)  This Guaranty constitutes the legal, valid and binding obligations of
          Guarantor, enforceable against Guarantor in accordance with its terms,
          except as may be limited by (i) bankruptcy, insolvency, reorganization
          or other similar laws affecting the rights of creditors generally, and
          (ii) general principles of equity (regardless of whether considered in
          a proceeding in equity or at law).

     8. Guarantor is related and/or affiliated with Borrower, has personal
knowledge of and is familiar with Borrower's business affairs, books and records
and has the ability to influence Borrower's financial decisions.

     9. Nothing herein contained shall in any manner affect the lien or priority
of the Deed of Trust, and upon the occurrence and during the continuation of an
Event of Default, the Administrative Agent, on behalf of the Lenders, may invoke
any remedies it may have under this Guaranty or any of the other Loan Documents,
either concurrently or successively and the exercise of any one or more of such
remedies shall not be deemed an exhaustion of such remedy or remedies or a
waiver of any other remedy or remedies and shall not be deemed an election of
remedies. Guarantor hereby specifically waives any defense to its performance
under this Guaranty based upon an election of remedies by Administrative Agent,
including but not limited to an election to foreclose by nonjudicial sale under
any mortgage or security agreement and pursue any other remedy which destroys,
lessens or otherwise affects such Guarantor's subrogation rights and/or its
rights to reimbursement from or to proceed against Borrower or any other person,
when resulting from the judicial or nonjudicial foreclosure (under any mortgage
or security agreement) or the selling or otherwise disposing of or collecting or
applying any property, real or personal, securing the Notes, the obligations of
Guarantor under this Guaranty, or otherwise. The exercise by the Administrative
Agent, on behalf of the Lenders, of any such remedies shall not release or
discharge Guarantor from its obligations hereunder unless and until the full
amount of the Indebtedness evidenced by the Notes and secured as aforesaid has
been fully paid and satisfied, and any such release or discharge shall be
subject to the provisions of Section 10 hereof.

     10. This Guaranty shall remain in full force and effect until all
obligations of the Borrower and Guarantor under the Loan Documents have been
satisfied in full and are no longer subject to disgorgement under any applicable
state or federal creditor rights or bankruptcy laws. No delay on the part of the
Administrative Agent in exercising any options, powers or rights, or the partial
or single exercise thereof, shall constitute a waiver thereof. No waiver of any
rights hereunder, and no modification or amendment of this Guaranty, shall be
deemed to be made by the Administrative Agent unless the same shall be in
writing, duly signed on behalf of the Administrative Agent, and each such waiver
(if any) shall apply only with respect to the specific instance involved and
shall in no way impair the rights of the Administrative Agent or the obligations
of Guarantor to the Administrative Agent, on behalf of the Lenders, in any other
respect at any other time. This Guaranty and the rights and obligations of the
Administrative Agent and of Guarantor hereunder shall be governed and construed
in accordance with the laws of the State of Ohio, without regard to its


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<PAGE>

conflicts of law principles and this Guaranty is binding upon Guarantor and
Guarantor's permitted successors or assigns, and shall inure to the benefit of
the Administrative Agent, on behalf of the Lenders, and its successors or
assigns; provided, however, that Guarantor may not, without the prior written
consent of Administrative Agent, assign any of Guarantor's rights, powers,
duties or obligations hereunder.

     11. Guarantor acknowledges that copies of the Loan Documents have been made
available to Guarantor and that Guarantor is familiar with their contents.
Guarantor affirmatively agrees that upon any Permitted Transfer effected in
accordance with the provisions of the Loan Documents, or any transfer by any
Lenders of all or any portion of its interest in the Loan, it shall not be
necessary for Guarantor to reaffirm its continuing obligations under this
Guaranty, but Guarantor will do so upon request by Administrative Agent.

     12. GUARANTOR AND ADMINISTRATIVE AGENT EACH KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE, TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY
ACTIONS BROUGHT BY GUARANTOR OR ADMINISTRATIVE AGENT IN CONNECTION WITH THIS
GUARANTY, ANY OF THE LOAN DOCUMENTS, THE INDEBTEDNESS GUARANTEED HEREBY, OR ANY
OTHER STATEMENTS OR ACTIONS OF ADMINISTRATIVE AGENT.

     13. Each notice, consent, request or other communication under this
Guaranty (each a "Notice") which any party hereto may desire or be required to
give to the other shall be deemed to be adequate and sufficient notice if given
in writing and service is made by either (i) registered or certified mail,
postage prepaid, in which case such notice shall be deemed to have been received
three (3) business days following deposit to U.S. mail; or (ii) nationally
recognized overnight air courier, next day delivery, prepaid, in which case such
notice shall be deemed to have been received one (1) business day following
delivery to such nationally recognized overnight air courier. All Notices shall
be addressed to Guarantor at the address given on the signature page hereof, or
to Administrative Agent at the then current address set forth in Section 18.5 of
the Loan Agreement, or to such other place as any party may by notice in writing
to the other parties designate as a place for service of notice.

     14. If: (i) this Guaranty, a Note, or any of the Loan Documents are placed
in the hands of an attorney for collection or is collected through any legal
proceeding; (ii) an attorney is retained to represent the Administrative Agent
or any Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, a Note, the Loan Agreement, or any other Loan Document; (iii) an
attorney is retained to enforce any of the other Loan Documents or to provide
advice or other representation with respect to the Loan Documents in connection
with an enforcement action or potential enforcement action; or (iv) an attorney
is retained to represent the Administrative Agent or any Lender in any other
legal proceedings whatsoever in connection with this Guaranty, a Note, the Loan
Agreement, any of the Loan Documents, or any property securing the Obligations
arising under the Notes, the Loan Agreement and the other Loan Documents (other
than any action or proceeding brought by any Lender or participant against the
Administrative Agent alleging a breach by the Administrative Agent of its duties
under the Loan Documents), then Guarantor shall pay to the Administrative Agent
or such Lender within thirty (30) days after written demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,


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filing fees and all other costs and expenses incurred in connection therewith
(all of which are referred to herein as "Enforcement Costs"), in addition to all
other amounts due hereunder.

     15. This Guaranty may not be modified except by a written instrument
executed by Administrative Agent and Guarantor.

                            (Signature on next page)


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<PAGE>

     IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed
and delivered as of the date first set forth above.

                                  GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                                  Delaware limited partnership

                                       By:   Glimcher Properties Corporation,
                                             a Delaware corporation, its sole
                                             general partner


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


                                           c/o Glimcher Properties Corporation
                                           150 East Gay Street
                                           Columbus, Ohio 43215
                                           Attention:  George A. Schmidt
                                           Telephone:  614-621-9000
                                           Facsimile:  614-621-8863


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