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                                 PROMISSORY NOTE

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                                LOAN TERMS TABLE

LENDER:      KeyBank National Association, a national banking association, its
             successors and assigns
LOAN NO.:  10015129
LENDER'S ADDRESS:  911 Main Street, Suite #1500, Kansas City, Missouri  64105
LENDER'S FACSIMILE NO.:  (816) 221-8848
BORROWER:  Glimcher Ashland Venture, LLC, a Delaware limited liability company
BORROWER'S ADDRESS:  c/o Glimcher Realty Trust, 20 South Third Street, Columbus,
           Ohio 43215
BORROWER'S FACSIMILE NO.:  _______________
BORROWER'S TAX IDENTIFICATION NUMBER: 31-1800370
PROPERTY:  Real property located at 500 Winchester Avenue, Ashland,
           Kentucky 41101 in Boyd County, Kentucky and certain personal
           property
NOTE DATE:  October 15, 2001
ORIGINAL PRINCIPAL AMOUNT:  $27,000,000.00
MATURITY DATE:  November 1, 2011
INTEREST RATE:  7.25 percent (7.25%) per annum
INITIAL INTEREST PAYMENT PER DIEM:  $5,437.50
MONTHLY PAYMENT: $195,157.85
MONTHLY PAYMENT DATE:  December 1, 2001 and on the first day of each successive
           month thereafter
FINANCIAL STATEMENT REPORTING DEPOSIT:  $625.00

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         1. LOAN AMOUNT AND RATE. FOR VALUE RECEIVED, Borrower promises to pay
to the order of Lender, the Original Principal Amount (or so much thereof as is
outstanding from time to time, which is referred to herein as the "OUTSTANDING
PRINCIPAL BALANCE" or "OPB"), with interest on the unpaid OPB from the date of
disbursement of the Loan (as hereinafter defined) evidenced by this Promissory
Note ("NOTE") at the Interest Rate. Interest shall be calculated based on the
daily rate which is produced assuming a three hundred sixty (360) day year
multiplied by the actual number of days elapsed. The loan evidenced by this Note
will sometimes hereinafter be called the "LOAN". The above Loan Terms Table
(hereinafter referred to as the "TABLE") is a part of the Note and all terms
used in this Note that are defined in the Table shall have the meanings set
forth therein.

         2. PRINCIPAL AND INTEREST PAYMENTS. Payments of principal and interest
shall be made as follows:

         (a) An interest payment on the date of disbursement of the Loan
proceeds in an amount calculated by multiplying the Initial Interest Payment Per
Diem by the number of days from (and including) the date of the disbursement of
the Loan proceeds through the last day of the calendar month in which the
disbursement was made;




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         (b) A Monthly Payment on each Monthly Payment Date until the Maturity
Date, each of such payments to be applied: (i) to the payment of interest
computed at the Interest Rate; and (ii) the balance applied toward the reduction
of the principal balance of the Loan; and

         (c) If not sooner paid, the balance of the principal amount of the
Loan, all unpaid interest thereon, and all other amounts owed to Lender pursuant
to this Note or any other Loan Document (as hereinafter defined) or otherwise in
connection with the Loan or the security for the Loan shall be due and payable
on the Maturity Date.

         3. SECURITY FOR NOTE. This Note is secured by a first deed of trust,
mortgage, or deed to secure debt (which is herein called the "SECURITY
INSTRUMENT") encumbering the Property. This Note, the Security Instrument, and
all other documents and instruments evidencing and/or securing this Note whether
now or hereafter executed by Borrower or others in connection with or related to
the Loan, including any assignments of leases and rents, other assignments,
security agreements, financing statements, guaranties, indemnity agreements
(including environmental indemnity agreements), letters of credit, or
completion/repair, debt service, tenant finish/leasing commissions, earn-out or
other escrow/holdback or similar agreements or arrangements, together with all
amendments, modifications, substitutions or replacements thereof, are sometimes
herein collectively referred to as the "LOAN DOCUMENTS" or individually as a
"LOAN DOCUMENT". All amounts that are now or in the future become due and
payable under this Note, the Security Instrument, or any other Loan Document,
including any Prepayment Consideration (as hereinafter defined) and all
applicable expenses, costs, charges, and fees will be referred to herein as the
"DEBT." The remedies of Lender as provided in this Note, any other Loan
Document, or under applicable law shall be cumulative and concurrent, may be
pursued singularly, successively, or together at the sole discretion of Lender,
and may be exercised as often as an occasion shall occur. The failure to
exercise any right or remedy shall not be construed as a waiver or release of
the right or remedy respecting the same or any subsequent default.

         4. FINANCIAL STATEMENT REPORTING DEPOSIT; REBATE OF DEPOSIT. In
addition to and concurrently with each Monthly Payment, Borrower shall also pay
to Lender a constant monthly amount equal to the Financial Statement Reporting
Deposit. On the first day of the fourteenth (14th) month following the date of
the initial disbursement of funds under this Note (the "DISBURSEMENT DATE"), and
on an annual basis thereafter during the term of this Note, Lender shall remit
to Borrower a portion of the Financial Statement Reporting Deposit then held by
Lender in an amount equal to the aggregate amount of the Financial Statement
Reporting Deposit actually received by Lender during the twelve (12) month
period ending upon the immediately prior annual anniversary of the Disbursement
Date (the "ANNUAL COMPLIANCE PERIOD") provided that no Event of Default (as
hereinafter defined), including any failure by Borrower to strictly comply with
the financial reporting requirements set forth in the Security Instrument, is
currently existing or has occurred in the Annual Compliance Period.

         5. PAYMENTS. All amounts payable hereunder shall be payable in lawful
money of the United States of America to Lender at Lender's Address or such
other place as the holder hereof may designate in writing. Each payment made
hereunder shall be made in immediately available funds and must state the
Borrower's Loan Number. If any payment of principal or interest on this Note is
due on a day other than a Business Day (as hereinafter defined), such





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payment shall be made on the next succeeding Business Day, and such extension of
time shall be included in computing interest in connection with such payment.
Any payment on this Note received after 2:00 o'clock p.m. (CST or other
applicable current time in Kansas City, Missouri) shall be deemed to have been
made on the next succeeding Business Day. All amounts due under this Note shall
be payable without set off, counterclaim, or any other deduction whatsoever. All
payments from Borrower to Lender following the occurrence of an Event of Default
shall be applied in such order and manner as Lender elects in its sole
discretion in reduction of costs, expenses, charges, disbursements and fees
payable by Borrower hereunder or under any other Loan Document, in reduction of
interest due on unpaid principal, or in reduction of principal. Lender may,
without notice to Borrower or any other person, accept one or more partial
payments of any sums due or past due hereunder from time to time while an
uncured Event of Default exists hereunder, after Lender accelerates the
indebtedness evidenced hereby, and/or after Lender commences enforcement of its
remedies under any Loan Document or applicable law, without thereby waiving any
Event of Default, rescinding any acceleration, or waiving, delaying, or
forbearing in the pursuit of any remedies under the Loan Documents. Lender may
endorse and deposit any check or other instrument tendered in connection with
such a partial payment without thereby giving effect to or being bound by any
language purporting to make acceptance of such instrument an accord and
satisfaction of the indebtedness evidenced hereby. As used herein, the term
"Business Day" shall mean a day upon which commercial banks are not authorized
or required by law to close in Kansas City, Missouri.

         6. LATE CHARGE. If any sum payable under this Note or any other Loan
Document is not received by Lender by close of business on the fifth (5th) day
after the date on which it was due, Borrower shall pay to Lender an amount (the
"LATE CHARGE") equal to the lesser of (a) five percent (5%) of the full amount
of such sum or (b) the maximum amount permitted by applicable law in order to
help defray the expenses incurred by Lender in handling and processing such
delinquent payment and to compensate Lender for the loss of the use of such
delinquent payment. Any such Late Charge shall be secured by the Security
Instrument and other Loan Documents. The collection of any Late Charge shall be
in addition to, and shall not constitute a waiver of or limitation of, a default
or Event of Default hereunder or a waiver of or limitation of any other rights
or remedies that Lender may be entitled to under any Loan Document or applicable
law.

         7. DEFAULT RATE. Upon the occurrence of an Event of Default (including
the failure of Borrower to make full payment on the Maturity Date), Lender shall
be entitled to receive and Borrower shall pay interest on the Outstanding
Principal Balance at the rate of five percent (5%) per annum above the Interest
Rate ("DEFAULT RATE") but in no event greater than the maximum rate permitted by
applicable law. Interest shall accrue and be payable at the Default Rate from
the occurrence of an Event of Default until all Events of Default have been
fully cured. Such accrued interest shall be added to the Outstanding Principal
Balance, and interest shall accrue thereon at the Default Rate until fully paid.
Such accrued interest shall be secured by the Security Instrument and other Loan
Documents. Borrower agrees that Lender's right to collect interest at the
Default Rate is given for the purpose of compensating Lender at reasonable
amounts for Lender's added costs and expenses that occur as a result of
Borrower's default and that are difficult to predict in amount, such as
increased general overhead, concentration of management resources on problem
loans, and increased cost of funds. Lender and Borrower agree that Lender's
collection of interest at the Default Rate is not a fine or penalty, but is



                                       3
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intended to be and shall be deemed to be reasonable compensation to Lender for
increased costs and expenses that Lender will incur if there occurs an Event of
Default hereunder. Collection of interest at the Default Rate shall not be
construed as an agreement or privilege to extend the Maturity Date or to limit
or impair any rights and remedies of Lender under any Loan Documents. If
judgment is entered on this Note, interest shall continue to accrue
post-judgment at the greater of (a) the Default Rate or (b) the applicable
statutory judgment rate.

         8. ENFORCEMENT AND DEFENSE EXPENSES. Borrower shall pay on demand, in
addition to the principal and interest due hereunder, all expenses of protecting
the security for this Note and all expenses incurred or paid by Lender in
connection with or relating to the Loan Documents and the enforcement thereof,
including costs and expenses incurred or paid in protecting Lender or its
interest in the Property (including attorney's fees and litigation expenses
related to or arising out of any lawsuit or proceeding brought by or against
Lender in any court or other forum, including actions or proceedings brought by
or on behalf of Borrower's bankruptcy estate or any guarantor or indemnitor) or
in connection with the collection of any amounts payable hereunder or in
enforcing Lender's rights under the Security Instrument and the other Loan
Documents with respect to the Property, whether or not any legal proceeding is
commenced hereunder or thereunder and whether or not any default or Event of
Default shall have occurred and is continuing, together with interest thereon at
the Default Rate from the date paid or incurred by Lender until such expenses
are paid by Borrower. Such costs and expenses shall include costs for title
insurance searches and endorsements, retention of collection agents, court costs
and litigation expenses in connection with any proceedings of any nature,
including appellate and bankruptcy proceedings, and all reasonable attorneys'
fees and expenses, whether incurred as part of or separately from any formal
legal proceedings.

         9. PREPAYMENT; DEFEASANCE.

         (a) RESTRICTIONS. Voluntary prepayment of this Note is prohibited
except during the last ninety (90) days of the term when prepayment may be made
in whole, but not in part, without payment of any premium or penalty, on any
Monthly Payment Date.

         (b) DEFEASANCE.

                  (i) Provided that as of the Release Date (as hereinafter
defined) the Debt has not been accelerated, no Event of Default exists, and no
event has occurred that with the passage of time, giving of notice, or
modification or termination of the automatic stay of Section 362 of the United
States Bankruptcy Code may become an Event of Default ("DEFAULT"), Borrower may
cause the release of the Property from the lien of the Security Instrument and
the other Loan Documents ("DEFEASANCE") on any Monthly Payment Date following
the date which is two (2) years and fifteen (15) days after the "startup day"
within the meaning of Section 860G(a)(9) of the Internal Revenue Code of 1986,
as amended (together with any successor statute and the related Treasury
Department Regulations including temporary regulations, the "CODE") of any "real
estate mortgage investment conduit" within the meaning of Section 860D of the
Code ("REMIC") that holds this Note upon Borrower's satisfaction of the
following conditions:

                  (A) Borrower shall provide Lender not less than thirty (30)
         days prior written notice specifying a Monthly Payment Date (such Date,
         or any extended date upon which



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         Borrower and Lender may mutually agree is referred to herein as the
         "RELEASE DATE") on which the Defeasance Collateral (as hereinafter
         defined) is to be delivered;

                  (B) On the Release Date Borrower shall pay in full all accrued
         and unpaid interest and all other sums due under this Note and under
         the other Loan Documents up to the Release Date, including all costs
         and expenses including attorneys' fees incurred by Lender or its
         servicers or other agent(s) or to or on behalf of any rating agencies
         in connection with such release and related transactions (including the
         review of the proposed Defeasance Collateral and the preparation of the
         Defeasance Security Agreement (as hereinafter defined) and related
         documentation) together with a defeasance processing fee in an amount
         equal to one-half of one percent (0.5%) of the then Outstanding
         Principal Balance but in no event less than (A) $10,000 or greater than
         (B) $20,000; and

                  (C) Borrower shall deliver the following, all of which must be
         satisfactory to Lender in its sole discretion, at or prior to the
         release of the Property and substitution of the Defeasance Collateral:

                           (1) Direct, non-callable and non-redeemable
         securities evidencing an obligation to pay principal and interest in a
         full and timely manner that are direct obligations of the United States
         of America for the payment of which its full faith and credit is
         pledged (the "DEFEASANCE COLLATERAL") in amounts sufficient to pay all
         scheduled principal and interest payments required under this Note,
         which securities provide for payments prior, but as close as possible,
         to the Business Day prior to each successive Monthly Payment Date
         occurring after the Release Date, with each such payment being equal to
         or greater than the amount of the corresponding Monthly Payment
         required to be made hereunder for the balance of the term hereof plus
         the amount required to be paid on the Maturity Date (the "SCHEDULED
         DEFEASANCE PAYMENTS"), each of which shall be duly endorsed by the
         holder thereof as directed by Lender or accompanied by a written
         instrument of transfer in form and substance satisfactory to Lender in
         its sole discretion (including such instruments as may be required by
         the depository institution or other entity holding such securities or
         the issuer thereof, as the case may be, to effectuate book-entry
         transfers and pledges through the book-entry facilities of such
         institution) in order to perfect upon the delivery of the Defeasance
         Security Agreement (as hereinafter defined) a valid, first priority
         lien and security interest therein in favor of Lender in conformity
         with all applicable state and federal laws governing granting of such
         security interest;

                           (2) any and all agreements, certificates, opinions,
         documents or instruments required by Lender in its sole discretion in
         connection with the Defeasance including (a) a pledge and security
         agreement, in form and substance satisfactory to Lender in its sole
         discretion, creating a first priority security interest in favor of
         Lender in the Defeasance Collateral (the "DEFEASANCE SECURITY
         AGREEMENT"), and (b) any and all agreements, certificates, opinions,
         documents, or instruments required by Lender in its sole discretion
         that affect or relate in any way to the maintenance by any REMIC that
         holds this Note of its qualification and status for tax purposes as a
         REMIC;



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<PAGE>

                           (3) a certificate of Borrower certifying that (a) all
         of the requirements set forth in this Section 9(b) have been satisfied,
         (b) the transactions that are being carried out pursuant to this
         Section 9(b) (including specifically the release of the lien of the
         Security Instrument) are being effected to facilitate the disposition
         of the Property or any other customary commercial transaction and not
         as part of an arrangement to collateralize a REMIC offering with
         obligations that are not real estate mortgages, and (c) the amounts of
         the Defeasance Collateral comply with all the requirements of this
         section including the requirement that the Defeasance Collateral shall
         generate monthly amounts equal to or greater than the Scheduled
         Defeasance Payments required to be paid under this Note through the
         Maturity Date;

                           (4) an opinion of counsel for Borrower, delivered by
         counsel acceptable to Lender in its sole discretion, stating, among
         other things but without substantive qualification, that (a) Lender has
         a valid, duly perfected, first priority security interest in the
         Defeasance Collateral and that the Defeasance Security Agreement is
         enforceable against Borrower in accordance with its terms, (b) neither
         the Defeasance nor any other transaction that occurs pursuant to the
         provisions of this Section 9(b) has caused or will cause the Loan
         (including for this purpose the Loan Documents) to cease to be a
         "qualified mortgage" within the meaning of Section 860G of the Code,
         either under the provisions of Treasury Regulation Sections
         1.860G-2(a)(8) or 1.860G-2(b) (as such regulations may be amended or
         superseded from time to time) or under any other provision of the Code
         or otherwise, and (c) the tax qualification and status of any REMIC or
         any other entity that holds this Note will not be adversely impaired or
         affected as a result of the Defeasance and/or any other transaction
         that occurs pursuant to the provisions of this Section 9(b);

                           (5) a certificate and opinion delivered by an
         independent certified public accounting firm acceptable to Lender in
         its sole discretion (a) certifying that the amounts of the Defeasance
         Collateral comply with all the requirements of this Section including
         the requirement that the Defeasance Collateral shall generate monthly
         amounts equal to or greater than the Scheduled Defeasance Payments
         required to be paid under this Note through the Maturity Date; and (b)
         setting forth the change in the yield of the Loan that results from the
         Defeasance and any other transactions that occur pursuant to the
         provisions of this Section 9(b), including supporting computations
         which shall be made in a manner that is consistent with the provisions
         of Treasury Regulation Sections 1.1001-3(e)(1);

                           (6) written confirmation from the rating agencies
         that have rated any of the securities issued by any REMIC that holds
         this Note to the effect that the Defeasance will not result in a
         downgrading, withdrawal or qualification of the respective ratings in
         effect immediately prior to such Defeasance for any rated securities
         then outstanding, and if required by any rating agency or Lender, a
         non-consolidation opinion with respect to the Defeasance Obligor (as
         hereinafter defined) in form and substance satisfactory to Lender and
         such rating agency; and

                           (7) Borrower shall (unless otherwise agreed to in
         writing by Lender in its sole discretion), at Borrower's sole expense,
         assign all of its obligations under this






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         Note, together with the Defeasance Collateral, to a successor entity
         ("DEFEASANCE OBLIGOR") designated by Lender in its sole discretion
         (including to an entity that is owned and/or controlled by Lender) that
         is a single purpose, bankruptcy remote entity as determined by Lender
         in its sole discretion. The Defeasance Obligor shall execute an
         assumption agreement pursuant to which it shall assume Borrower's
         obligations under this Note, the Loan Documents, and the Defeasance
         Security Agreement. As conditions to such assignment and assumption,
         Borrower shall (a) deliver to Lender an opinion of counsel delivered by
         counsel acceptable to Lender in its sole discretion stating, among
         other things, that such assumption agreement has been duly authorized
         and is enforceable against Borrower and the Defeasance Obligor in
         accordance with its terms, that the Note, the Defeasance Security
         Agreement and the other Loan Documents, as so assumed, have been duly
         authorized and are enforceable against the Defeasance Obligor in
         accordance with their respective terms, and that the delivery of the
         Defeasance Collateral to the Defeasance Obligor does not constitute a
         fraudulent transfer, preferential payment, or other voidable transfer
         under applicable bankruptcy law and (b) pay all costs and expenses
         including attorneys' fees incurred by Lender or its servicer or other
         agent(s) in connection with such assignment and assumption (including
         the review of the proposed transferee and the preparation of the
         assumption agreement and related documentation). Upon such assumption,
         Borrower shall be relieved of its obligations under this Note, the
         Defeasance Security Agreement and the other Loan Documents, other than
         those obligations which are specifically intended to survive the
         payment of this Note and the termination, satisfaction or assignment of
         this Note, the Defeasance Security Agreement or the other Loan
         Documents or the exercise of Lender's rights and remedies under any of
         such documents and instruments.

                  (ii) Upon compliance with the requirements of this Section,
Lender shall release the Property from the lien of the Security Instrument and
the other Loan Documents, and the Defeasance Collateral shall constitute
collateral which shall secure this Note and all other obligations under the Loan
Documents. Lender will, at Borrower's expense, execute and deliver any
agreements reasonably requested by Borrower to release the lien of the Security
Instrument from the Property. Borrower, pursuant to the Defeasance Security
Agreement, shall authorize and direct that the payments received from Defeasance
Collateral be made directly to Lender and applied to satisfy the obligations of
Borrower under this Note.

                  (iii) Upon the release of the Property in accordance with this
Section 9(b), Borrower shall have no further right to prepay this Note. Borrower
shall pay any revenue, documentary stamp or intangible taxes or any other tax or
charge due in connection with the transfer of this Note or otherwise required to
accomplish the agreements of this Section.

                  (iv) If any notice of defeasance is given pursuant to Section
9(b)(i)(A), Borrower shall be required to defease the Loan on the Release Date
(unless such notice is revoked by Borrower prior to the Release Date in which
event Borrower shall immediately reimburse Lender for any and all reasonable
costs and expenses incurred by Lender in connection with Borrower's giving of
such notice and revocation).

                  (v) At Borrower's request, Lender may agree in its sole
discretion that Lender or its servicer or other agent, acting on Borrower's
behalf as Borrower's agent and attorney-in-







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fact, shall purchase the Defeasance Collateral that Borrower is required to
deliver to Lender pursuant to Section 9(b)(i)(C)(1). If such an agreement is
made then Borrower shall deposit with Lender or Lender's servicer or other
agent, as directed by Lender or Lender's agent(s), on or prior to the Release
Date a sum of money sufficient to purchase the Defeasance Collateral. By making
such deposit Borrower shall thereby appoint Lender or Lender's servicer or other
agent as Borrower's agent and attorney-in-fact, with full power of substitution,
for the purpose of purchasing the Defeasance Collateral with the funds so
provided and delivering the Defeasance Collateral to Lender pursuant to Section
9(b)(i)(C)(1).

                  (vi) Notwithstanding any release of the Security Instrument or
any Defeasance hereunder, the Defeasance Obligor shall be bound by and obligated
under Sections 3.1 (Payment of Debt), 7.2 (Further Acts Etc.), 7.4(a) (Estoppel
Certificates), 11.2 (Application of Proceeds), 11.7 (Other Rights Etc.) and 14.2
(Marshalling and Other Matters) and Article 13 (Indemnification) of the Security
Instrument; provided, however, that all references therein to "PROPERTY" or
"PERSONAL PROPERTY" shall be deemed to refer only to the Defeasance Collateral
delivered to Lender.

         (c) DEFAULT PREPAYMENT. If a Default Prepayment (as hereinafter
defined) occurs, such Default Prepayment shall be deemed to be a voluntary
prepayment under this Note and in such case the applicable Prepayment
Consideration (as hereinafter defined) shall be due and payable to Lender in
connection with such Default Prepayment. The Prepayment Consideration shall be
secured by all security and collateral for the Loan and shall be added to the
Outstanding Principal Balance for all purposes including accrual of interest,
judgment on the Note, foreclosure (whether through power of sale, judicial
proceeding, or otherwise), redemption, and bankruptcy (including pursuant to
Section 506 of the United States Bankruptcy Code). The term "DEFAULT Prepayment"
shall mean a prepayment of any portion of the principal amount of this Note made
after occurrence of a Default or Event of Default under any circumstances
including a prepayment in connection with reinstatement of the Security
Instrument provided by statute under foreclosure proceedings or exercise of
power of sale, any statutory right of redemption exercised by Borrower or any
other party having a statutory right to redeem or prevent foreclosure or power
of sale, any sale in foreclosure or under exercise of a power of sale or
otherwise (including pursuant to a credit bid made by Lender in connection with
such sale), or any other collection action by Lender. Classification and
treatment of Lender's claim pursuant to a plan of reorganization in bankruptcy
shall also be deemed to be a Default Prepayment hereunder. The "PREPAYMENT
CONSIDERATION" (as the term is used in this Note) shall mean the present value,
as of the date of the occurrence of the Default, of the remaining scheduled
payments of principal and interest from the date of the occurrence of the
Default through the Maturity Date (including any balloon payment), which shall
be determined by discounting such payments at the Discount Rate (hereinafter
defined) less the amount of principal being prepaid. The term "DISCOUNT RATE"
shall mean the rate that, when compounded monthly, is equivalent to the Treasury
Rate (hereinafter defined) when compounded semi-annually. The term "TREASURY
RATE" shall mean the yield calculated by the linear interpolation of the yields,
as reported in Federal Reserve Statistical Release H.15-Selected Interest Rates
under the heading U.S. Government Securities/Treasury Constant Maturities for
the week ending prior to the Prepayment Date, of U.S. Treasury constant
maturities with maturity dates (one longer and one shorter) most nearly
approximating the Maturity Date. (If Release H.15 is no longer published, Lender
shall select a comparable publication to determine the Treasury Rate.)





                                       8
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         10. MAXIMUM RATE PERMITTED BY LAW. All agreements in this Note and all
other Loan Documents are expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of maturity of the indebtedness
evidenced hereby or otherwise, shall the amount agreed to be paid hereunder for
the use, forbearance, or detention of money exceed the highest lawful rate
permitted under applicable usury laws. If, from any circumstance whatsoever,
fulfillment of any provision of this Note or any other Loan Document at the time
performance of such provision shall be due shall involve exceeding any usury
limit prescribed by law that a court of competent jurisdiction may deem
applicable hereto, then, ipso facto, the obligations to be fulfilled shall be
reduced to allow compliance with such limit, and if, from any circumstance
whatsoever, Lender shall ever receive as interest an amount that would exceed
the highest lawful rate, the receipt of such excess shall be deemed a mistake
and shall be canceled automatically or, if theretofore paid, such excess shall
be credited against the principal amount of the indebtedness evidenced hereby to
which the same may lawfully be credited, and any portion of such excess not
capable of being so credited shall be refunded immediately to Borrower.

         11. EVENTS OF DEFAULT; ACCELERATION OF AMOUNT DUE. Lender may in its
sole discretion, without notice to Borrower, declare the entire Debt, including
the principal balance of the Loan, all accrued interest, and all costs,
expenses, charges and fees payable under any Loan Document, together with any
applicable Prepayment Consideration, immediately due and payable, and Lender
shall have all remedies available to it at law or equity for collection of the
amounts due, if any of the following (the "EVENTS OF DEFAULT") occurs:

                  (a) Borrower fails to make full and punctual payment of any
Monthly Payment or any other amount payable on a monthly basis under this Note,
the Security Instrument or any other Loan Document within five (5) days of the
date on which such payment was due; or

                  (b) Borrower fails to make full payment of the Debt when due,
whether on the Maturity Date, upon acceleration or prepayment, or otherwise; or

                  (c) Borrower fails to make full and punctual payment of any
Late Charges, costs and expenses due hereunder, or any other sum of money
required to be paid to Lender under this Note, the Security Instrument or under
any other Loan Document (other than any payment described in subclauses (a) and
(b) immediately above), which failure is not cured on or before the fifth (5th)
day after Lender's written notice to Borrower that such payment is required.

                  (d) an Event of Default occurs under the Security Instrument
or any other Loan Document.

         12. TIME OF ESSENCE. Time is of the essence with regard to each
provision contained in this Note.

         13. TRANSFER AND ASSIGNMENT. This Note may be freely transferred and
assigned by Lender. Borrower's right to transfer its rights and obligations with
respect to the Debt, and to be released from liability under this Note, shall be
governed by the Security Instrument.

         14. AUTHORITY OF PERSONS EXECUTING NOTE. Borrower warrants and
represents that the persons or officers who are executing this Note and the
other Loan Documents on behalf of




                                       9
<PAGE>

Borrower have full right, power and authority to do so, and that this Note and
the other Loan Documents constitute valid and binding documents, enforceable
against Borrower in accordance with their terms, and that no other person,
entity, or party is required to sign, approve, or consent to, this Note.

         15. SEVERABILITY. The terms of this Note are severable, and should any
provision be declared by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions shall, at the option of Lender, remain
in full force and effect and shall in no way be impaired.

         16. BORROWER'S WAIVERS. Borrower and all others liable hereon hereby
waive presentation for payment, demand, notice of dishonor, protest, and notice
of protest, notice of intent to accelerate, and notice of acceleration, stay of
execution and all other suretyship defenses to payment generally. No release of
any security held for the payment of this Note, or extension of any time periods
for any payments due hereunder, or release of collateral that may be granted by
Lender from time to time, and no alteration, amendment or waiver of any
provision of this Note or of any of the other Loan Documents, shall modify,
waive, extend, change, discharge, terminate or affect the liability of Borrower
and any others that may at any time be liable for the payment of this Note or
the performance of any covenants contained in any of the Loan Documents.

         17. GOVERNING LAW. This Note shall be governed and construed generally
according to the laws of the jurisdiction in which the real property collateral
for this Note is located without regard to the conflicts of law provisions
thereof ("GOVERNING STATE").

         18. JURISDICTION AND VENUE. BORROWER HEREBY CONSENTS TO PERSONAL
JURISDICTION IN THE GOVERNING STATE. VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS
NOTE OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE DEBT
OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS ("ACTION") SHALL, AT
THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN
ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A
STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING
STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE
STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE
GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL
PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION
WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees
not to assert, as a defense to any Action or a motion to transfer venue of any
Action, (i) any claim that it is not subject to such jurisdiction, (ii) any
claim that any Action may not be brought against it or is not maintainable in
those courts or that this Note or any of the other Loan Documents may not be
enforced in or by those courts, or that it is exempt or immune from execution,
(iii) that the Action is brought in an inconvenient forum, or (iv) that the
venue for the Action is in any way improper.





                                       10
<PAGE>

         19. NOTICES. Any notice required or permitted to be given hereunder
must be in writing and given (a) by depositing same in the United States mail,
addressed to the party to be notified, postage prepaid and registered or
certified with return receipt requested; (b) by delivering the same in person to
such party; (c) by transmitting a facsimile copy to the correct facsimile phone
number of the intended recipient (with a second copy sent by registered or
certified regular mail); or (d) by depositing the same into the custody of a
nationally recognized overnight delivery service addressed to the party to be
notified. In the event of mailing, notices shall be deemed effective three (3)
days after posting; in the event of overnight delivery, notices shall be deemed
effective on the next Business Day following deposit with the delivery service;
in the event of personal service or facsimile transmissions, notices shall be
deemed effective when delivered. For purposes of notice, the addresses of the
parties shall be as set forth in the Table. From time to time either party may
designate another address than the address set forth for all purposes of this
Note by giving the other party no less than ten (10) days advance notice of such
change of address in accordance with the notice provisions hereof.

         20. AVOIDANCE OF DEBT PAYMENTS. To the extent that any payment to
Lender and/or any payment or proceeds of any collateral received by Lender in
reduction of the Debt is subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, to Borrower
(or Borrower's successor) as a debtor in possession, or to a receiver or any
other party under any bankruptcy law, state or federal law, common law or
equitable cause, then the portion of the Debt intended to have been satisfied by
such payment or proceeds shall remain due and payable hereunder, be evidenced by
this Note, and shall continue in full force and effect as if such payment or
proceeds had never been received by Lender whether or not this Note has been
marked "paid" or otherwise cancelled or satisfied and/or has been delivered to
Borrower, and in such event Borrower shall be immediately obligated to return
the original Note to Lender and any marking of "paid" or other similar marking
shall be of no force and effect.

         21. NONRECOURSE.

                  (a) Subject to the provisions of subsections (b) and (c) of
this Section 21, Lender shall not be entitled to recover any deficiency judgment
against Borrower or any general partner (if any) of Borrower on this Note,
provided, however, the foregoing shall not be interpreted to: (i) impair or
affect the right of Lender to enforce any of its rights or remedies (other than
any right to a deficiency judgment) provided for in any of the Loan Documents or
under applicable law in full accordance with the terms thereof including but not
limited to the right of Lender to name Borrower or any general partner of
Borrower as a party defendant in any action or suit for specific performance,
foreclosure, or sale (or similar remedy) under the Security Instrument, or any
other Loan Document; (ii) impair or affect the validity or enforceability of any
guaranty, indemnity agreement (including but not limited to any environmental
indemnity agreement), letter of credit, or other similar third party agreement
or undertaking made in connection with this Note, the Security Instrument, or
any other Loan Document; (iii) impair or affect Lender's right to offset any and
all amounts outstanding under any of the Loan Documents against any claim or
amount that may be asserted against Lender by Borrower or any partners, members,
shareholders, or other owners of legal or beneficial interests in Borrower; or
(iv) affect the validity or enforceability of or impair the right of Lender to
bring suit and obtain specific performance or personal, recourse judgment to
enforce the liability of






                                       11
<PAGE>

Borrower or any other person or entity to the extent of, and Borrower hereby
agrees to be personally liable for, any loss, damage, cost, expense, liability,
or claim incurred by or made against Lender (including all attorneys' fees and
expenses and other collection and litigation expenses) arising out of or in
connection with any of the following:

                           (A) Borrower or any affiliate, agent, or employee of
         Borrower misappropriates any rents or other Property income or
         collateral proceeds including but not limited to insurance or
         condemnation proceeds or awards;

                           (B) Borrower or any affiliate, agent, or employee of
         Borrower fails to apply or pay over any tenant security deposits or
         other refundable deposits in accordance with the terms of the
         applicable lease or other agreement or the Security Instrument or any
         other Loan Document;

                           (C) Borrower or any affiliate, agent, or employee of
         Borrower receives rents or other payments from tenants more than one
         month in advance and fails to apply them in accordance with the Loan
         Documents;

                           (D) following the occurrence of an Event of Default,
         Borrower or any affiliate, agent, or employee of Borrower (including
         Borrower in its capacity as a debtor or debtor in possession in a
         bankruptcy proceeding) fails either to apply rents or other Property
         income, whether collected before or after such Event of Default, to the
         ordinary, customary, and necessary expenses of operating the Property
         or, upon demand, to deliver such rents or other Property income to
         Lender;

                           (E) waste is committed on the Property during a
         period while Borrower or any affiliate, agent, or employee of Borrower
         is in possession thereof ("waste" meaning the diminution in the
         Property's value resulting from Borrower's negligent or willful failure
         to manage, maintain, repair and otherwise operate the Property in a
         commercially reasonable manner);

                           (F) any damage to the Property or the Lender is
         caused as a result of the intentional misconduct or gross negligence of
         Borrower or any affiliate, agent, or employee of Borrower;

                           (G) any Property is removed in violation of the
         terms of the Loan Documents;

                           (H) Borrower fails, in accordance with the terms of
         the Loan Documents, to maintain insurance or to pay taxes, assessments,
         or other liens or claims that could create liens affecting the Property
         (unless Lender is escrowing funds therefor and fails to make such
         payments or has taken possession of the Property following an Event of
         Default, has received all rents from the Property applicable to the
         period for which such insurance, taxes or other items are due, and
         thereafter fails to make such payments);

                           (I) there is any fraud or material misrepresentation
         by Borrower or any of its affiliates, any guarantor, any indemnitor or
         any agent, employee, or other





                                       12
<PAGE>

         person with actual or apparent authority to make statements or
         representations on behalf of Borrower, any affiliate of Borrower, or
         any guarantor or indemnitor ("apparent authority" meaning such
         authority as the principal knowingly or negligently permits the agent
         to assume, or which he holds the agent out as possessing); or

                           (J) Borrower fails, following an Event of Default, to
         deliver to Lender on demand all security deposits, books and records
         relating to the Property and in the possession or control of Borrower
         or any affiliate, agent, or employee of Borrower.

                  (b) Notwithstanding anything to the contrary in the provisions
of subsection (a) of this Section, Borrower and any general partner of Borrower
shall be personally liable for the Debt if the Property or any part thereof
shall at any time hereafter become property of the estate, or an asset in a
bankruptcy, insolvency, receivership, liquidation, winding up, or other similar
type of proceeding or if Borrower shall at any time hereafter make a general
assignment for the benefits of its creditors.

                  (c) Nothing herein shall be deemed to constitute a waiver by
Lender of any right Lender may have under Sections 506(a), 506(b), 1111(b) or
any other provision of the United States Bankruptcy Code to file a claim for the
full amount of the Debt (as defined in the Security Instrument) or to require
that all collateral shall continue to secure all of the Debt.

         22. MISCELLANEOUS. Neither this Note nor any of the terms hereof,
including but not limited to the provisions of this Section, may be terminated,
amended, supplemented, waived or modified orally, but only by an instrument in
writing executed by the party against which enforcement of the termination,
amendment, supplement, waiver or modification is sought, and the parties hereby:
(a) expressly agree that it shall not be reasonable for any of them to rely on
any alleged, non-written amendment to this Note; (b) irrevocably waive any and
all right to enforce any alleged, non-written amendment to this Note; and (c)
expressly agree that it shall be beyond the scope of authority (apparent or
otherwise) for any of their respective agents to agree to any non-written
modification of this Note. If Borrower consists of more than one person or
entity, then the obligations and liabilities of each person or entity shall be
joint and several. As used in this Note, (i) the terms "include," "including"
and similar terms shall be construed as if followed by the phrase "without being
limited to," (ii) words of masculine, feminine, or neuter gender shall mean and
include the correlative words of the other genders, and words importing the
singular number shall mean and include the plural number, and vice versa, (iii)
all captions to the Sections hereof are used for convenience and reference only
and in no way define, limit or describe the scope or intent of, or in any way
affect, this Note, (iv) no inference in favor of, or against, Lender or Borrower
shall be drawn from the fact that such party has drafted any portion hereof or
any other Loan Document, and (v) the words "Lender" and "Borrower" shall include
their respective successors, assigns, heirs, personal representatives, executors
and administrators. In the event of a conflict between or among the terms,
covenants, conditions or provisions of the Loan Documents, the term(s),
covenant(s), condition(s) and/or provision(s) that Lender may elect to enforce
from time to time so as to enlarge the interest of Lender in its security,
afford Lender the maximum financial benefits or security for the Debt, and/or
provide Lender the maximum assurance of payment of the Debt in full shall
control. BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS BEEN PROVIDED WITH
SUFFICIENT AND NECESSARY TIME AND OPPORTUNITY TO REVIEW THE TERMS OF THIS





                                       13
<PAGE>

NOTE, THE SECURITY INSTRUMENT, AND EACH OF THE LOAN DOCUMENTS, WITH ANY AND ALL
COUNSEL IT DEEMS APPROPRIATE, AND THAT NO INFERENCE IN FAVOR OF, OR AGAINST,
LENDER OR BORROWER SHALL BE DRAWN FROM THE FACT THAT EITHER SUCH PARTY HAS
DRAFTED ANY PORTION HEREOF, OR THE SECURITY INSTRUMENT, OR ANY OF THE LOAN
DOCUMENTS.

         23. WAIVER OF COUNTERCLAIM AND JURY TRIAL. BORROWER HEREBY KNOWINGLY
WAIVES THE RIGHT TO ASSERT ANY COUNTERCLAIM, OTHER THAN A COMPULSORY
COUNTERCLAIM, IN ANY ACTION OR PROCEEDING BROUGHT AGAINST BORROWER BY LENDER OR
ITS AGENTS. ADDITIONALLY, BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON THE LOAN OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THE
LOAN, THIS NOTE, THE SECURITY INSTRUMENT, OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN), OR
ACTION OF BORROWER OR LENDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR
LENDER'S MAKING OF THE LOAN.

         24. LOCAL LAW PROVISIONS. In the event of any inconsistencies between
the terms and conditions of this Section and any other terms and conditions of
this Note (other than the terms and conditions of Section 25), the terms and
conditions of this Section shall be binding.

                                      NONE.

         25. ADDITIONAL PROVISIONS. In the event of any inconsistencies between
the terms and conditions of this Section and any other terms and conditions of
this Note, the terms and conditions of this Section shall be binding.

                  25.1 SECURITY FOR NOTE. The fourth line of Section 3 is hereby
modified by deleting "or others" and substituting therefor: "its successors and
assigns, or its affiliates".

                  25.2 FINANCIAL STATEMENT REPORTING DEPOSIT. Section 4 is
deleted and the following substituted therefor:

                           "(a) Concurrently with the execution of this Note,
                  Borrower has deposited with Lender the sum of $3,750.00 (the
                  "ALTERNATE FSR DEPOSIT") in lieu of the monthly Financial
                  Statement Reporting Deposit as stated in the Loan Terms Table,
                  which shall be held by Lender throughout the term of the Loan
                  as security for Borrower's obligation to strictly comply with
                  the financial reporting requirements set forth in the Security
                  Instrument. If Borrower shall fail to strictly comply with the
                  financial reporting requirements set forth in the Security
                  Instrument or if an Event of Default shall occur, (i) Lender
                  shall be entitled to retain the Alternate FSR Deposit for the
                  purpose of compensating Lender for Lender's added costs and
                  expenses that occur as a result of Borrower's failure to
                  timely provide such information and that are difficult to
                  predict in amount, and



                                       14
<PAGE>

                  (ii) the provisions of Section 4(b) hereof with regard to the
                  Financial Statement Reporting Deposit shall immediately become
                  effective and Borrower shall henceforth be required to pay
                  Lender the constant monthly amount equal to the Financial
                  Statement Reporting Deposit as set forth in the Loan Terms
                  Table. Lender and Borrower agree that Lender's retention of
                  the Alternate FSR Deposit is not a fine or penalty, but is
                  intended to be and shall be deemed to be reasonable
                  compensation to Lender for increased costs and expenses that
                  Lender will incur. The foregoing provisions shall not in any
                  way limit Lender's other rights and remedies under the Loan
                  Documents or applicable law.

                           (b) If Borrower shall fail to strictly comply with
                  the financial reporting requirements set forth in the Security
                  Instrument or if an Event of Default shall occur which remains
                  uncured beyond the applicable cure period, if any, Borrower
                  shall immediately be required to pay Lender, in addition to
                  and concurrently with each Monthly Payment, an amount equal to
                  the Financial Statement Reporting Deposit set forth in the
                  Loan Terms Table. On the first day of the fourteenth (14th)
                  month following the date on which the provisions of this
                  Section 4(b) become effective (the "FSR EFFECTIVE DATE"), and
                  on an annual basis thereafter during the term of this Note,
                  Lender shall remit to Borrower a portion of the Financial
                  Statement Reporting Deposit then held by Lender in an amount
                  equal to the aggregate amount of the Financial Statement
                  Reporting Deposit actually received by Lender during the
                  twelve (12) month period ending upon the immediately prior
                  annual anniversary of the FSR Effective Date (the "ANNUAL
                  COMPLIANCE PERIOD") provided that no Event of Default exists
                  beyond any applicable cure period, including any failure by
                  Borrower to strictly comply with the financial reporting
                  requirements set forth in the Security Instrument."

                  25.3 PREPAYMENT; DEFEASANCE. The third line of Section
9(b)(i)(B) is hereby modified by inserting "reasonable" between "including" and
"attorneys'".

                  The first line of Section 9(b)(i)(C)(4) is hereby modified by
deleting "for Borrower".

                  The eighteenth line of Section 9(b)(i)(C)(7) is hereby
modified by inserting "reasonable" between "including" and "attorneys'".

                  25.4 EVENTS OF DEFAULT. Section 11(d) is hereby deleted and
the following substituted therefor: "(d) an `Event of Default' occurs under the
Security Instrument or any other Loan Document as such term is defined therein."

                  25.5 NOTICES. In addition to the requirements of Section 19
hereof, Lender shall use reasonable efforts to provide a courtesy copy of any
notice required or permitted to be given by Lender to Borrower hereunder to the
following addressees:




                                       15
<PAGE>




         Maureen Connolly
         Squire, Sanders & Dempsey L.L.P.
         1300 Huntington Center
         41 South High Street
         Columbus, Ohio 43215-6197
         Phone:  1-614-365-2714
         Fax:  1-614-365-2499.

                  Lender's failure to send such courtesy copies shall not impair
         the effect of the notice sent to Borrower.

                  25.6 NON-RECOURSE. Section 21 is hereby amended as follows:

                  (a) Section 21(a) is hereby modified by deleting the clause
         "Subject to the provisions of subsections (b) and (c) of this Section
         21," from the first line thereof.

                  (b) Subsection (E) of Section 21(a)(iv) is hereby deleted in
         its entirety and the following substituted therefor:

                           "(E) waste is committed on the Property during a
                  period while Borrower or any affiliate, agent, or employee of
                  Borrower is in possession thereof ("waste" meaning the
                  diminution in the Property's value resulting from Borrower's
                  grossly negligent or willful failure to maintain and repair
                  the Property in a commercially reasonable manner);"

                  (c) Subsection (I) of Section 21(a)(iv) is hereby deleted in
         its entirety and the following substituted therefor:

                           "(I) there is any fraud or material misrepresentation
                  by Borrower or any guarantor; or"

                  (d) The following is hereby added as Subsection 21(a)(iv)(K):

                           "(K) valid certificates of occupany have not been
                  issued for any portion of the Property which is occupied as of
                  the date hereof."

                  (e) Section 21(b) is hereby deleted in its entirety.

                  (f) Section 21(c) is hereby deleted in its entirety.

                  25.7 FULL RECOURSE UNTIL SECURITIZATION. Notwithstanding
anything in this Note to the contrary, Borrower hereby agrees to be personally
liable for, any loss, damage, cost, expense, liability, or claim incurred by or
made against Lender (including all attorneys' fees and expenses and other
collection and litigation expenses) arising out of or in connection with any of
the following: (i) all payments due under this Note, including the repayment of
all additional advances of any kind which may be made by Lender to Borrower,
whether at stated maturity, by acceleration or otherwise, (ii) any and all
renewals or extensions of any such item of indebtedness or obligation or any
part thereof; (iii) all obligations and indebtedness of any kind






                                       16
<PAGE>

or nature arising under any of the Loan Documents; (iv) any future advances
related to the Loan Documents which may be made by Lender to Borrower, whether
made to protect the security or otherwise, and whether or not evidenced by
additional promissory notes or other evidences of indebtedness executed and
delivered by Borrower or others on behalf of Borrower; (v) all interest due on
all of the same; (vi) all expenses, including attorney's fees, incurred by
Lender in connection with the collection of any of the liabilities or other
indebtedness now or hereafter owed by Borrower to Lender, the enforcement of all
rights and remedies under the Loan Documents or any other security therefor or
the enforcement of any of Lender's rights under this Guaranty or under any of
the Loan Documents, or incurred by Lender in protecting Lender or its interest
in any of the collateral securing the Loan (including attorney's fees and
litigation expenses related to or arising out of any lawsuit or proceeding
brought by or against Lender in any court or other forum, including actions or
proceedings brought by or on behalf of Borrower's bankruptcy estate or any
guarantor or indemnitor); PROVIDED HOWEVER, THIS PROVISION SHALL BE NULL AND
VOID upon the completion of any Securitization (as hereinafter defined) which
includes the Loan. As used herein, "SECURITIZATION" means any of (i) the sale,
assignment, or other transfer of the Obligations and the Loan Documents to one
or more investors, or (ii) the transfer or deposit of the Obligations or Loan
Documents to or with one or more trusts or other entities which may sell
certificates or other instruments to investors evidencing an ownership interest
in the assets of such trust or the right to receive income or proceeds therefrom
or (iii) any other securitization backed in whole or in part by the Loan or any
interest therein.

                  25.8 MANDATORY PREPAYMENT. Notwithstanding anything in this
Note or any other Loan Document to the contrary, if Lender has been unable to
include the Loan in a Securitization prior to the date which is one year from
the date hereof (the "SECURITIZATION OUTSIDE DATE"), the outstanding principal
balance of the Loan, together with all unpaid interest thereon, and all other
amounts owed to Lender pursuant to this Note or any other Loan Document or
otherwise in connection with the Loan or the security for the Loan, shall be due
and payable on that first business day immediately following the Securitization
Outside Date (the "MANDATORY PREPAYMENT DATE"). In addition to the foregoing
amounts, Borrower shall be obligated to pay Lender any hedge loss incurred by
Lender and all costs related thereto on the Mandatory Prepayment Date. For the
purposes of this Section 25.8, if, in connection with any Securitization, (i)
Lender is able to make all representations and warranties with respect to the
Loan that are required by any rating agency or investor in connection with a
Securitization without exception, and (ii) the pricing of the Loan and the
subordination levels pertaining thereto in connection with such Securitization
thereof are consistent with the pricing and subordination levels of other
similar loans included in the pool of loans that are being securitized, Lender
shall not require the mandatory prepayment of the Loan set forth herein.





         (THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK)







                                       17
<PAGE>



         Intending to be fully bound, Borrower has executed this Note effective
as of the day and year first above written.


BORROWER:                   GLIMCHER ASHLAND VENTURE, LLC,
                            a Delaware limited liability company

                            By:   Glimcher Properties Limited Partnership, a
                                  Delaware limited partnership, its sole member

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

                                         By:  /s/ George A. Schmidt
                                         --------------------------
                                                  George A. Schmidt,
                                                  Executive Vice President

         Pay to the order of __________________________________, without
recourse.

                            KEYBANK NATIONAL ASSOCIATION,
                            a national banking association



                            By: _________________________________________
                            Print Name: _________________________________
                            Print Title: ________________________________

















                                       18
<PAGE>





STATE OF OHIO                       )
                                    ) ss.
COUNTY OF FRANKLIN                  )


         On this 12th day of October, 2001, before me, Maureen Connolly, a
Notary Public in and for said state, personally appeared George A. Schmidt, who
being by me duly sworn did say that s/he is the Executive Vice President of
Glimcher Properties Corporation, the sole general partner of Glimcher Properties
Limited Partnership, the sole member of Glimcher Ashland Venture, LLC, a
Delaware limited liability company, and that the within instrument was signed
and sealed in behalf of said corporation on behalf of said limited partnership
on behalf of said limited liability company by authority of its members, and
acknowledged said instrument to be the free act and deed of said limited
liability company for the purposes therein stated.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, the day and year last above written.

                                 /s/ Maureen Connolly
                                 ----------------------------------------------
                                 Notary Public in and for Said County and State

                                 Maureen Connolly
                                 ----------------------------------------------
                                 (Type, print or stamp the
                                 Notary's name below his or
                                 her signature.)

My Commission Expires:

No Expiration Date
------------------------













                                       19