EXHIBIT 10.110


                       LIMITED LIABILITY COMPANY AGREEMENT

                                       OF

                             KIERLAND CROSSING, LLC



                                     NOTICE:
                                     -------

THE INTERESTS IN KIERLAND CROSSING, LLC, (THE "INTERESTS") ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFER AND OTHER TERMS AND CONDITIONS SET FORTH IN THIS
AGREEMENT. THE INTERESTS HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER (i) ANY STATE SECURITIES LAWS (THE "STATE ACTS"), OR (ii) THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"). NONE OF
THE INTERESTS MAY BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR
TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
APPLICABLE STATE ACTS OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
UNDER THE APPLICABLE STATE ACTS OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE
APPLICABLE STATE ACTS; (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
ANY OTHER APPLICABLE STATE SECURITIES LAWS OR IN A TRANSACTION WHICH IS EXEMPT
FROM REGISTRATION UNDER SUCH SECURITIES LAWS OR WHICH IS OTHERWISE IN COMPLIANCE
WITH SUCH SECURITIES LAWS; AND (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE FEDERAL ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE FEDERAL ACT OR WHICH IS OTHERWISE IN COMPLIANCE WITH THE
FEDERAL ACT.

<PAGE>

                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                             KIERLAND CROSSING, LLC


THIS LIMITED LIABILITY COMPANY AGREEMENT(the "Agreement") of KIERLAND CROSSING,
LLC, a Delaware limited liability company and any successor limited liability
company (the "Company"), is entered into by and among the Persons executing this
Agreement as Members (as hereinafter defined) as of the Effective Date and all
other Persons hereafter admitted to the Company as Members pursuant to this
Agreement.

                                    ARTICLE 1
                                   DEFINITIONS
                                   -----------

For purposes of this Agreement, in addition to terms defined elsewhere herein,
the following terms shall have the following meanings:

1.1   "Act" means the Delaware Limited Liability Company Act, as it may be
      amended from time to time or any successor statute.

1.2   "Adjusted Capital Account Deficit" means, with respect to any Member, such
      Member's Adjusted Capital Account Deficit shall be the deficit balance, if
      any, in such Member's Capital Account as of the end of the relevant tax
      year or at any other time, after giving effect to the following
      adjustments:

      (a)   Credit to such Capital Account any amount which such Member is
            obligated to restore pursuant to any provision of this Agreement or
            is deemed obligated to restore pursuant to the penultimate sentence
            of Sections 1.704-2(g)(1)(ii) and 1.704-2(i)(5) of the Regulations;
            and

      (b)   Debit to such Capital Account the items described in Sections
            1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
            1.704-1(b)(2)(ii)(d)(6) of the Regulations.

      The foregoing definition of Adjusted Capital Account Deficit is intended
      to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the
      Regulations and shall be interpreted consistently therewith.

1.3   "Affiliate" means, with respect to any Person, (i) any other Person that
      directly or indirectly through one or more intermediaries controls or is
      controlled by or is under common control with such Person, (ii) any other
      Person owning or controlling at least 50% of the outstanding voting
      securities of or other ownership interests in such Person, (iii) any
      officer, director or partner of such Person or (iv) if such Person is an
      officer, director or partner, any other company for which such Person acts
      in any such capacity.

1.4   "Annual Operating Budget" means the annual budget for the Company as
      Approved by the Members which shall be comprised of: (i) an estimate of
      all receipts from and expenditures for the ownership, management and
      development for each year (that are not

<PAGE>

      detailed in the Development Budget) and (ii) an estimate of all capital
      expenditures with respect to the Property for any year (that are not
      detailed in the Development Budget).

1.5   "Applicable Rate" means a rate equal to twelve percent (12%) per annum.

1.6   "Approval of the Members" or "Approved by the Members" means approval in
      writing by all of the Members acting through their duly authorized
      representatives.

1.7   "Budget" means, as the context requires, the Development Budget or the
      Annual Operating Budget.

1.8   "Buy-Sell Offeree" is defined in Section 15.5(a) hereof.

1.9   "Buy-Sell Offer Notice" is defined in Section 15.5(a) hereof.

1.10  "Buy-Sell Offeror" is defined in Section 15.5(a) hereof.

1.11  "Business Day" means any day on which banks are generally open to conduct
      business in the State of Arizona.

1.12  "Buyer" is defined in Section 15.7(b) hereof.

1.13  "Capital Account" is defined in Section 8.3 hereof.

1.14  "Capital Contribution" means, with respect to each Member, the aggregate
      amount of cash and the fair market value (as approved by the Member and
      the Manager) of any property (net of any liabilities securing the property
      that the Company is considered to assume or take subject to under Section
      752 of the Code) contributed by such Member to the Company.

1.15  "Cause" means the gross negligence, bad faith, fraud or willful misconduct
      of the Manager in carrying out its duties and obligations under this
      Agreement.

1.16  "Certificate" means the certificate of formation of the Company as filed
      with the Delaware Secretary of State on May 10, 2006 and as properly
      adopted and amended from time to time by the Members.

1.17  "Closing Date" is defined in Section 15.7(b) hereof.

1.18  "Code" means the Internal Revenue Code of 1986, as amended from time to
      time.

1.19  "Common Interests" is defined in Section 8.2.

1.20  "Constant Dollars" means the present value of the dollars to which such
      phrase refers. An adjustment shall occur on January 1 of the eleventh
      calendar year following the Effective Date, and thereafter at ten (10)
      year intervals. Constant Dollars shall be determined by multiplying the
      dollar amount to be adjusted by a fraction, the numerator of which is the
      Current Index Number and the denominator of which is the Base Index


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<PAGE>

      Number. The "Base Index Number" shall be the level of the Index for the
      month during which the Effective Date of this Agreement occurs; the
      "Current Index Number" shall be the level of the Index for the month of
      September of the year preceding the adjustment year; the "Index" shall be
      the Consumer Price Index for All Urban Consumers ("CPI-U") for the West
      Region published by the Bureau of Labor Statistics of United States
      Department of Labor (base year 1982-84=100), or any successor index
      thereto as hereinafter provided. If publication of the Index is
      discontinued, or if the basis of calculating the Index is materially
      changed, then the Approving Parties shall substitute for the Index
      comparable statistics as computed by an agency of the United States
      Government or, if none, by a substantial and responsible periodical or
      publication of recognized authority most closely approximating the result
      which would have been achieved by the Index.

1.21  "Construction Management Agreement" means the Construction Management
      Agreement entered into between the Company and GPLP with respect to the
      development of the Property in the form attached hereto as Exhibit C and
      incorporated herein by this reference.

1.22  "Development Budget" means the budget for the development of the Property
      attached hereto as Exhibit B.

1.23  "Development Plan" means the site plan, time line and pro forma summary
      attached hereto as Exhibit G.

1.24  "Distributable Cash" means, for any period, Gross Receipts for such period
      less Operating Expenses for such period.

1.25  "Effective Date" means May 12, 2006.

1.26  "Federal Act" means the Securities Act of 1933, as amended.

1.27  "Glimcher" means Glimcher Kierland Crossing, LLC, a Delaware limited
      liability company.

1.28  "GPLP" means Glimcher Properties Limited Partnership, a Delaware limited
      partnership.

1.29  "Gross Receipts" means receipts (other than Capital Contributions and the
      proceeds of borrowings), calculated on a cash basis, from the conduct of
      the business of the Company from all sources.

1.30  "Ground Lease" means that certain Ground Lease by and between Sucia
      Scottsdale, LLC, as landlord, and the Company, as tenant, with respect to
      the Property.

1.31  "Initial Capital Contribution" means the initial Capital Contribution of
      each Member set forth opposite such Member's name in Section 8.1 hereof.

1.32  "Interest" is defined in Article 11 hereof.


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<PAGE>

1.33  "Joint Site Development Agreement" means that certain Joint Site
      Development Agreement by and between Sucia Scottsdale, LLC, as landlord,
      and the Company, as tenant, with respect to joint development of the
      Property and certain adjoining property.

1.34  "Major Decisions" shall have the meaning set forth in Section 7.5.

1.35  "Manager" means any Person(s) selected to manage the affairs of the
      Company pursuant to Sections 7.1 and 7.2 hereof.

1.36  "Management Agreement" means the Management Agreement entered into among
      the Company, GPLP (as "Property Manager") and Glimcher Development
      Corporation (as "Service Provider") with respect to management and leasing
      the Property in the form attached hereto as Exhibit D and incorporated
      herein by this reference.

1.37  "Members" means each Person identified in Article 5 hereof who has
      executed this Agreement and any additional Members admitted pursuant to
      Section 8.2 or Article 12 hereof.

1.38  "Net Profit and Net Loss" means, for each tax year or other period, an
      amount equal to the Company's taxable income or loss for such tax year or
      period, determined in accordance with Code Section 703(a) and Regulation
      Section 1.703-1 (for this purpose, all items of income, gain, loss, or
      deduction required to be stated separately pursuant to Code Section
      703(a)(1) shall be included in taxable income or loss), with the following
      adjustments:

      (a)   Any income of the Company that is exempt from federal income tax as
            described in Section 705(a)(1)(B) of the Code and not otherwise
            taken into account in computing Net Profit or Net Loss pursuant to
            this Section 1.37 shall be added to such taxable income or loss;

      (b)   Any expenditures of the Company described in Code Section
            705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures
            pursuant to Regulations Section 1.704-1(b)(2)(iv)(i), and not
            otherwise taken into account in computing Net Profit or Net Loss
            pursuant to this Section 1.37 shall be subtracted from such taxable
            income or loss;

      (c)   Notwithstanding any other provision of this Section 1.37, any items
            which are specially allocated pursuant to Sections 9.4 and 9.6
            hereof shall not be taken into account in computing Net Profit and
            Net Loss; and

      (d)   The amounts of the items of Company income, gain, loss or deduction
            to be specially allocated pursuant to Sections 9.4 and 9.6 hereof
            shall be determined by applying rules analogous to those set forth
            in Sections 1.37(a) and (b) above.

1.39  "Offer" is defined in Section 15.4(a) hereof.

1.40  "Offer Date" is defined in Section 15.4(a) hereof.

1.41  "Offered Interest" is defined in Section 15.4(a) hereof.


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<PAGE>

1.42  "Offering Price" is defined in Section 15.4(a) hereof.

1.43  "Offering Terms" is defined in Section 15.4(a) hereof.

1.44  "Offer Notice" is defined in Section 15.4(a) hereof.

1.45  "Offeror" is defined in Section 15.4(a) hereof.

1.46  "Operating Expenses" means all cash expenditures of any kind made with
      respect to the operations of the Company, including, without limitation,
      debt service (principal and interest) payable on indebtedness of the
      Company (whether to a third party or to a Member), including without
      limitation all amounts payable under the Promissory Note, ad valorem
      taxes, insurance premiums, repair and maintenance expense, professional
      fees, wages, and utility costs, plus such sums as are deemed reasonably
      necessary by the Manager as a reserve to be retained for the conduct of
      the business of the Company and plus capital expenditures and investments
      in other assets, but excluding without duplication payments with respect
      to federal, state or local income, franchise or similar taxes of any
      Member and all kinds of taxes payable in lieu thereof.

1.47  "Permitted Transferees" is defined in Section 15.3 hereof.

1.48  "Person" means any individual person or any corporation, partnership
      (general or limited), limited liability company, limited liability
      partnership, joint venture, association, joint stock company, trust,
      decedent's estate or other business entity or organization.

1.49  "Preferred Capital Return" shall have the meaning noted within Section
      8.2.

1.50  "Preferred Interest" shall have the meaning noted within Section 8.2.

1.51  "Preferred Interest Holders" shall be the Members who have made
      Contributions to the Company in exchange for Preferred Interests.

1.52  "Promissory Note" means any promissory note(s) executed by the Company.

1.53  "Property" means that real property described on Exhibit A attached
      hereto, which is incorporated by reference into this Agreement.

1.54  "Purchase Agreement" means a Purchase and Sale Agreement by and between
      Sucia Scottsdale, LLC and the Company pursuant to which Sucia Scottsdale,
      LLC will agree to sell, and the Company will agree to purchase, the retail
      units in the mixed use condominium development which Sucia Scottsdale, LLC
      intends to construct on certain adjoining property.

1.55  "Regulations" means the regulations of the Department of Treasury
      promulgated under the Code.

1.56  "Selling Member" means a Third Party Selling Member or any Member selling
      an Interest pursuant to Section 15.4.


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<PAGE>

1.57  "Substitute Member" means any Person admitted to the Company as a Member
      pursuant to Section 15.11.

1.58  "Tax Matters Partner" is defined in Section 17.2 hereof.

1.59  "Third Party Selling Member" is defined in Section 15.4(a) hereof.

1.60  "Withheld Taxes" is defined in Section 17.13 hereof.

                                    ARTICLE 2
                                    FORMATION
                                    ---------

2.1   Formation. On May 10, 2006, the Company was formed as a Delaware limited
      liability company by execution and delivery of the Certificate to the
      Delaware Secretary of State in accordance with the provisions of the Act.
      The rights and obligations of the Members shall be governed by this
      Agreement and by the Act. If there is a conflict between the provisions of
      this agreement and the Act, the provisions of the Act shall control (it
      being understood, however, that if the Act provides for a particular rule
      but allows the members of a limited liability company to provide to the
      contrary in their limited liability company Agreement, and if the parties
      hereto have so provided hereunder, then such provisions shall not be
      deemed to constitute a conflict for purposes of the foregoing).

2.2   Name. The name of the Company is "Kierland Crossing, LLC," and all
      business of the Company shall be conducted under such name or under any
      other name adopted by the Company (to the extent permitted by law).

2.3   Effective Date. This Agreement shall become effective on the Effective
      Date.

2.4   Term. The term of the Company shall commence on the date the Articles were
      filed with the Delaware Secretary of State and shall continue until
      dissolved in accordance with the provisions of the Act and this Agreement.

2.5   Registered Office and Agent. The Company's registered office in the State
      of Delaware shall be at 2711 Centerville Road, Suite 400, Wilmington,
      Delaware 19808. The registered agent at such address is Corporation
      Service Company.

2.6   Principal Office. The principal office of the Company shall be located at
      150 East Gay Street, 24th floor, Columbus, Ohio 43215, or such other
      address as the Manager may determine upon notice to the Members. The
      principal place of business of the Company shall be such place within the
      United States as the Manager may determine. The Manager may change the
      location of the Company's principal office and may establish such
      additional offices of the Company as it may from time to time determine.


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<PAGE>

                                    ARTICLE 3
                             BUSINESS OF THE COMPANY
                             -----------------------

3.1   General Purposes of the Company and General Statement of Authority. The
      purposes of the Company are limited and include only the following: (i)
      acquiring, holding, owning and developing the Property; (ii) financing or
      refinancing the acquisition, ownership and development of the Property,
      including issuing any promissory note(s) or other evidences of
      indebtedness in connection therewith and securing the same by appropriate
      liens, pledges, mortgages or other security interests; and (iii) doing any
      and all other acts or things which may be incidental or necessary to carry
      on the business of the Company as herein contemplated.

                                    ARTICLE 4
                             ACCOUNTING AND RECORDS
                             ----------------------

4.1   Accounting Period. The Company's accounting period and tax year shall be
      the calendar year, unless another period is required by the Code or
      Regulations.

4.2   Records to be Maintained.

      (a)   The Manager shall maintain at the office of the Company (a) full and
            accurate books of the Company (which at all times shall remain the
            property of the Company), in the name of the Company and separate
            and apart from the books of the Partnership, the Subsidiary and the
            Manager and its Affiliates, showing all receipts and expenditures,
            assets and liabilities, profits and losses, and (b) all other books,
            records and information required by the Act or necessary for
            recording the Company's business and affairs.

      (b)   Each Member shall be afforded full and complete access to all
            records and books of account of the Company during reasonable
            business hours or such other times as required by legislative
            authority and, at such hours, shall have the right of inspection and
            copying of such records and books of account, at its expense. Each
            Member shall have the right to audit such records and books of
            account by an accountant of its choice at its expense. The Manager
            shall reasonably cooperate with any Member or their agents in
            connection with any review or audit of the Company or its records
            and books. The Manager shall retain all records and books relating
            to the Company for a period of five (5) years after the termination
            of the Company and shall thereafter destroy such records and books
            as the Manager shall determine, in its discretion.

4.3   Accounts. The Company shall maintain a record of Capital Accounts for each
      Member in accordance with Article 8 hereof.

4.4   Tax Returns. The Tax Matters Partner shall cause all Company tax
      information and returns that the Company may be required to file to be
      filed on a timely basis (taking into account any extensions with the
      appropriate governmental authorities) and at Company expense.

4.5   Tax Elections. Except as expressly provided otherwise herein, the Tax
      Matters Partner shall determine whether to make any and all tax elections
      for or on behalf of the Company, provided, however, the Company shall not
      elect to be classified as other than a "partnership" for Federal or State
      income tax purposes.


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<PAGE>

                                    ARTICLE 5
                         NAMES AND ADDRESSES OF MEMBERS
                         ------------------------------

The names and addresses of the Members of the Company are as follows:

              Glimcher Kierland Crossing, LLC
              c/o Glimcher Properties Limited Partnership
              150 East Gay Street
              24th Floor
              Columbus, Ohio  43215
              Attention:  General Counsel


              WC Kierland Crossing, LLC
              8320 E. Hartford Drive
              Suite 101
              Scottsdale, AZ  85255

                                    ARTICLE 6
                          RIGHTS AND DUTIES OF MEMBERS
                          ----------------------------

6.1   No Management Rights. Except as provided in Section 7.5, the business and
      affairs of the Company shall be managed exclusively by Manager, without
      the need for any consent or approval of the Members, and no Member shall
      have any right to participate in the day-to-day management of the Company.

6.2   No Liability of Members. Each Member's liability shall be eliminated or
      limited to the fullest extent permitted by the Act and other applicable
      law.

6.3   Indemnification of Members. The Company shall indemnify the Members for
      all costs (including attorneys' fees), losses, liabilities, and damages
      paid or accrued by any such Member in connection with the business of the
      Company to the fullest extent provided by applicable law; provided,
      however, a Member shall not be indemnified against liability for
      intentional misconduct, knowing violations of law or any transaction in
      which such Member received a personal benefit in violation or breach of
      any provision of this Agreement.

6.4   Limits of Company. Each of the Members understands that the other Members
      or their Affiliates may be interested, directly or indirectly, in various
      other businesses and undertakings not included in the business of the
      Company. Each Member also understands that the conduct of the business of
      the Company may involve business dealings with such other businesses or
      undertakings. The Members hereby agree that the creation of the Company
      and the assumption by each of the Members of their duties hereunder shall


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<PAGE>

      be without prejudice to their rights (or the rights of their Affiliates)
      to have such other interests and activities and to receive and enjoy
      profits or compensation therefrom, and each Member hereby waives any
      rights it might otherwise have to share or participate in such other
      interests or activities of the other Members or their Affiliates. The
      Members and their respective Affiliates may engage in or possess any
      interest in any other business venture of any nature or description
      independently or with others including, without limitation, the ownership,
      financing, leasing, operation, management or development of real property
      which may compete with the business of the Company, and neither the
      Company nor any other Member shall have any right by virtue of this
      Agreement in and to any such other venture or the income or profits
      derived therefrom.

6.5   Investment Representations.

      (a)   Investment Intent. Each Member hereby represents and warrants to
            each other Member and to the Company that such Member has acquired
            its Interest in the Company for investment solely for its own
            account with the intention of holding such Interest for investment
            purposes only. Each Member hereby represents and warrants that it is
            familiar with the Property and the business of the Company and has
            had access to all material information concerning its investment in
            the Company.

      (b)   Unregistered Interests. Each Member hereby acknowledges that no
            Interest of such Member have been registered under the Federal Act,
            the Act or under any other state securities laws. Each Member
            further acknowledges and agrees that its representations and
            warranties contained in this Section 6.5 are being relied upon by
            the Company and by the other Members as the basis for the exemption
            of the Members' Interests from the registration requirements of the
            Federal Act, the Act and under all other state securities laws. Each
            Member further acknowledges and agrees that the Company will not and
            has no obligation to recognize any sale, transfer, or assignment of
            all or any part of any Interest of a Member to any person or entity
            unless and until the provisions of Articles 12 and 15 hereof have
            been fully satisfied.

      (c)   Nature of Investment. Each Member hereby acknowledges and agrees
            that a legend reflecting the restrictions imposed upon the transfer
            of its Interest under this Agreement, under the Federal Act, the Act
            and under state securities laws shall be and has been placed on the
            first page of this Agreement.

      (d)   Indemnification of the Company and Other Members. Each Member shall
            and hereby agrees to indemnify, defend and hold harmless the Company
            and the other Member from any liability, loss, cost, damage and
            expense (including, without limitation, the costs of litigation and
            attorneys' fees) arising out of, resulting from, or in any way
            related to the breach of any representation or warranty of such
            Member set forth in this Section 6.5.


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<PAGE>

                                    ARTICLE 7
                          RIGHTS AND DUTIES OF MANAGER
                          ----------------------------

7.1   Management by Manager. Prior to July 15, 2006, all decisions concerning
      the business affairs of the Company shall be made jointly by Glimcher and
      WC Kierland Crossing, LLC ("WC") with each party acting as a Manager and
      having one vote. From and after July 15, 2006, the Company shall have one
      (1) Manager that makes all decisions concerning the business affairs of
      the Company, and the Members hereby elect Glimcher as initial Manager of
      the Company.

7.2   Removal/Resignation of Manager. Manager shall serve until it resigns or is
      removed pursuant to this Section 7.2. A Manager may resign at any time
      without the approval of the other Member, and a successor Manager may be
      appointed with the Approval of the Members. WC has the right to remove the
      Manager and appoint WC as the new Manager under certain circumstances,
      described herein. WC shall notify Manager in writing of any such alleged
      cause for removal. If Manager shall fail to cure any such cause for
      removal that can be cured by the payment of money within twenty (20) days
      after receipt of notice, or fails to cure any non-monetary cause for
      removal within thirty (30) days after receipt of such notice (provided,
      however that Manager shall not be deemed to be in default if it commences
      a cure for such non-monetary cause for removal within said thirty (30) day
      period and diligently prosecutes the cure thereof to completion), then WC
      may exercise its right to remove Manager. Thereafter, a newly-designated
      Manager appointed by WC in accordance with this Section 7.2 will have all
      authority of the Manager as set forth in this Agreement. If the Manager is
      a Member, the removal of the Manager will not affect its continuing rights
      as a Member, nor will it constitute a withdrawal from the Company. WC may
      remove the Manager upon any of the following events:

      (a)   fraud or intentional misrepresentation by Manager with respect to
            the Members;

      (b)   the willful misconduct by Manager in the performance of its duties
            under this Agreement;

      (c)   the breach by Manager of any representation, warranty, covenant or
            indemnification provision in this Agreement;

      (d)   the intentional misapplication or conversion by Manager of any funds
            or property of the Company or a Member;

      (e)   filing by Manager of a voluntary petition under the Bankruptcy Code
            or any other Federal or state bankruptcy or insolvency law;

      (f)   filing, or joining in the filing, by an Affiliate, officer,
            director, or representative which controls, directly or indirectly,
            of Manager, of an involuntary petition against Borrower under the
            Bankruptcy Code or any other Federal or state bankruptcy or
            insolvency law;

      (g)   filing by Manager of an answer consenting to or joining in any
            involuntary petition filed against it, by any other Person under the
            Bankruptcy Code or any other Federal or state bankruptcy or
            insolvency law, or soliciting or causing to be solicited petitioning
            creditors for any involuntary petition from any Person;


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<PAGE>

      (h)   an assignment by Manager for the benefit of creditors, or the
            admission by Manager, in writing or in any legal proceeding, of its
            insolvency or inability to pay its debts as they become due; or

      (i)   subject to the provisions of Section 8.2 of this Agreement to the
            extent necessary to fund and complete construction of the Property
            in accordance with the Development Plan, a transfer, pledge, or sale
            of any of the Manager's interest in the Company prior to Substantial
            Completion of the development of the Project. Glimcher shall provide
            written notice to WC of Substantial Completion. "Substantial
            Completion" shall mean the Leasing of 424,034 square feet of floor
            area of the improvements on the Property. "Leasing" for purposes of
            this subsection shall mean that the Company has (x) entered into a
            lease with a subtenant, (y) received a certificate of occupancy for
            the space to be occupied by the applicable subtenant, and (z) the
            subtenant has commenced paying rent to the Company.

      (j)   acting upon any matter that constitutes a Major Decision without
            obtaining the unanimous consent of all Members.

7.3   Powers of the Manager. Except for the "Major Decisions" as set forth in
      Section 7.5, the right of WC to remove and replace the Property Manager or
      Service Provider under the Management Agreement, and subject to Section
      7.2, the Manager shall have full, complete and exclusive discretion to
      take any and all action that the Company is authorized to take, shall have
      the sole power to bind the Company, and to make all decisions with respect
      thereto. The Manager has the right, authority, power and discretion to
      control, direct, manage and administer the business and affairs of the
      Company and to do all things necessary to carry on the business and
      affairs of the Company. No person dealing with the Company shall have any
      obligation to inquire into the power or authority of the Manager, when the
      Manager is acting within the scope of Manager's authority and discretion
      granted hereunder. The decisions of the Company which shall be made by the
      Manager include, but shall not be limited to, the following:

      (a)   the right, authority, power and discretion to agree to and
            consummate on behalf of the Company the financing, development,
            leasing and other marketing of the Property and the administration
            of the Development Budget and the Annual Operating Budget;

      (b)   the right, authority, power and discretion to execute, on behalf of
            the Company, the Ground Lease, to cause the Company to perform its
            obligations thereunder and to enforce, on behalf of the Company, the
            obligations of the other party thereto;

      (c)   the right, authority, power and discretion to execute, on behalf of
            the Company, the Purchase Agreement, to cause the Company to perform
            its obligations thereunder and to enforce, on behalf of the Company,
            the obligations of the other party thereto;


                                       11
<PAGE>

      (d)   the right, authority, power and discretion to execute on behalf of
            the Company, the Joint Site Development Agreement, to cause the
            Company to perform its obligations thereunder and to enforce, on
            behalf of the Company, the obligations of the other party thereto;

      (e)   the right, authority, power and discretion to execute on behalf of
            the Company, the Construction Management Agreement, to cause the
            Company to perform its obligations thereunder and to enforce, on
            behalf of the Company, the obligations of the other party thereto,
            except for those duties reserved to WC under Section 7.6;

      (f)   the right, authority, power and discretion to execute on behalf of
            the Company, the Management Agreement, to cause the Company to
            perform its obligations thereunder, and to enforce, on behalf of the
            Company, the obligations of the other party thereto, except for
            those duties reserved to WC under Section 7.6;

      (g)   except as provided in Section 7.5, the right, authority, power and
            discretion to approve and execute any contract between the Company
            and a Member or any Affiliate of a Member, and the right, authority,
            power and discretion to approve and execute any amendment or
            modification to, or waiver of a provision of, any such contract;

      (h)   the right, authority, power and discretion to manage the day-to-day
            affairs in the ordinary course of business of the Company;

      (i)   the right, authority, power and discretion to enter into and
            administer contracts on behalf of the Company;

      (j)   the right, authority, power and discretion to determine the
            Distributable Cash available for, and the timing of, distributions;
            and

      (k)   the right, authority, power and discretion to organize and transfer
            Company Property to one or more wholly-owned subsidiaries in
            connection with any financings of the Property.

Anything in this Agreement to the contrary notwithstanding, the Manager shall
have no authority to perform any act in respect of the Company in violation of
any applicable laws or regulations.

7.4   Manager's Duties; Standard of Care. The Manager's duty of care in the
      discharge of its duties to the Company and the other Members is limited to
      refraining from acts or omissions of gross negligence or reckless conduct,
      intentional misconduct, or a knowing violation of the law. In the
      discharge of its duties, the Manager shall be fully protected in relying
      in good faith upon the records required to be maintained hereunder, or
      pursuant to the Act, and upon such information, opinions, reports, or
      statements, by any of the Members, agents, or by any other person as to
      matters the Manager reasonably believes are within such person's
      professional or expert competence and who has been selected with
      reasonable care by or on behalf of the Company, including information,
      opinions, reports, or statements as to the value and amount of the assets,
      liabilities, profits or losses of the Company or any other facts pertinent
      to the existence and amount of assets from which distributions to Members
      might properly be paid.


                                       12
<PAGE>

7.5   Unanimous Consent. All Major Decisions, as defined below, shall require
      the unanimous written consent of all the Members. The term "Major
      Decisions" as used in this Agreement means any decision with respect to
      the matters set forth immediately below relating to the Company. The Major
      Decisions requiring the unanimous consent of the Members are:

      (a)   approval of the sale, restructuring, or disposition of all or
            substantially all of the property of the Company (the "Company
            Property");

      (b)   approval of the merger or consolidation of the Company with any
            other entity, or the liquidation or dissolution of the Company;

      (c)   approval of the terms and conditions of any borrowings by the
            Company or any refinancing or restructuring of those borrowings,
            including, without limitation, borrowing money from an Affiliate,
            provided that the Approval of the Members shall not be required if
            the borrowing or refinancing meets the following criteria:

            (i)   the borrowing or refinancing is nonrecourse to the Company,
                  subject to customary exceptions to exculpation;

            (ii)  the borrowing or refinancing conforms to the parameters and
                  assumptions of the Development Plan or Operating Budget, as
                  applicable; and

            (iii) all other terms and conditions of the borrowing or refinancing
                  are at market rates and on market terms and conditions.

      (d)   approval of the transfer, sale or other disposition of Company
            Property in exchange for interest in an Entity;

      (e)   commencing, settling, compromising or taking any other material
            action with respect to any litigation or legal proceeding of any
            type by, against or involving the Company, other than in connection
            with the Ground Lease, Joint Site Development Agreement or Purchase
            Agreement. An action resulting in a liability or payment on behalf
            of the Company in excess of Two Hundred Fifty Thousand Dollars
            ($250,000.00) in Constant Dollars shall be considered material;

      (f)   filing any petition in bankruptcy or reorganization or instituting
            any other type of bankruptcy, reorganization or insolvency
            proceeding with respect to the Company, consenting to the
            institution of involuntary bankruptcy, reorganization or insolvency
            proceedings with respect to the Company, the admission in writing by
            the Company of its inability to pay its debts generally as they
            become due or the making by the Company of a general assignment for
            the benefit of its creditors;

      (g)   approval of the Annual Operating Budget;


                                       13
<PAGE>

      (h)   any material change in the Development Budget;

      (i)   any material change to the Development Plan;

      (j)   any expenditure or change of plan that would cause the amount
            expended with respect to any category set forth in the Development
            Budget to exceed the budgeted amount by at least (i) ten percent
            (10%) or (ii) Two Hundred Fifty Thousand Dollars ($250,000.00),
            whichever is less;

      (l)   except as provided in the Construction Management Agreement and the
            Management Agreement or as outlined and approved in the Development
            Budget or the Annual Operating Budget, approval of sales
            commissions, leasing commissions or marketing expenses relating to
            the Property, with Affiliates of the Members;

      (m)   admission of an additional Member pursuant to Section 12.1 herein,
            subject, however, to Section 8.2;

      (n)   amendment to this Agreement, except as otherwise provided in this
            Agreement;

      (o)   approval of the form of security deposit required under Section 3.13
            of the Ground Lease; and

      (p)   approval of the Company's renewal of the Property Management
            Agreement.

7.6   WC Right to Remove/Appoint Property Manager, Service Provider, or
      Construction Manager.

      (a)   In the event of the occurrence of an event which would allow the
            Company to remove the Property Manager or Service Provider under the
            Management Agreement, WC shall have the sole and absolute right to
            remove and replace the Property Manager or Service Provider on
            behalf of the Company; provided, however, that any such successor
            Property Manager and Service Provider must be a "Qualified Manager,"
            defined for purposes of this Agreement as follows: (i) any approved
            entity listed on Exhibit E attached hereto, as long as at the time
            such approved entity may replace the Property Manager and Service
            Provider, there has been no material adverse change in the business
            or condition, financial or otherwise, of such approved entity, or
            (ii) a reputable and experienced management organization possessing
            experience in managing properties similar in size, scope, use and
            value as the Property.

      (b)   In the event of the occurrence of an event which would allow the
            Company to remove Glimcher Development Corporation (the
            "Construction Manager") as the Construction Manager under the
            Construction Management Agreement, WC shall have the sole and
            absolute right to remove and replace the Construction Manager on
            behalf of the Company; provided, however, that any such successor
            Construction Manager must be a reputable and experienced development
            and construction management organization possessing experience in
            managing the construction and development of properties similar in
            size, scope, use and value as the Property.


                                       14
<PAGE>

7.7   No Liability of the Manager. Managers' liability shall be eliminated or
      limited to the fullest extent permitted by the Act and other applicable
      law.

7.8   Indemnification of the Manager. The Company shall indemnify Manager for
      all costs (including attorneys' fees), losses, liabilities, and damages
      paid or accrued by the Manager in connection with the business of the
      Company to the fullest extent provided by applicable law; provided,
      however, Manager shall not be indemnified against liability for
      intentional misconduct, knowing violations of law, or any transaction in
      which Manager received a personal benefit in violation or breach of any
      provision of this Agreement.

7.9   Defaults Under Agreements. Notwithstanding anything to the contrary
      herein, any decision by the Company to terminate or exercise any remedy
      under any contract between the Company and a Member or an Affiliate of a
      Member arising as a result of a breach of the contract by such Member or
      its Affiliate shall be made exclusively by the other Member on behalf of
      the Company, but the foregoing will not reduce the obligation of Manager
      to enforce all Agreements to which the Company is a party. If a contract
      with an Affiliate is terminated under this Section 7.9, any substitute
      contract shall be Approved by the Members.

                                    ARTICLE 8
                       CONTRIBUTIONS AND CAPITAL ACCOUNTS
                       ----------------------------------

8.1   Initial Capital Contributions. On the Effective Date, the Members shall
      contribute One Thousand Dollars ($1,000) each as an Initial Capital
      Contribution in exchange for the respective Interests set forth in Article
      11 hereof. On or before July 15, 2006, the Members shall make the
      following additional Initial Capital Contributions to the Company:

             Members                     Initial Capital Contribution
             -------                     ----------------------------

             Glimcher                            $10,999,000
             WC                                  $10,999,000

8.2   Preferred Capital. If the Company has insufficient funds to (i) provide
      for construction cost overruns, (ii) pay any amounts owed to any Company
      lender as they become due, (iii) to obtain a term, permanent or refinance
      loan, or (iv) meet any of its other obligations as they become due and to
      carry out its routine day-to-day affairs, then the Manager may, from time
      to time, authorize the issuance of Interests in the Company, which
      Interests may have economic rights that are pari passu with those of the
      initial Members ("Common Interests") or may have preferred economic rights
      ("Preferred Interests"). The Preferred Interests may be issued in various
      series, or otherwise. Any Preferred Interests issued under this Section
      will have a preferred return as determined solely by the Manager
      ("Preferred Capital Return"). The Preferred Interests shall have a


                                       15
<PAGE>

      liquidation preference as to all other capital and shall have such
      designations, preferences, conversions and other special rights and
      qualifications, limitations, or restrictions thereof as are stated and
      expressed in the resolution or resolutions providing for the issuance
      thereof, all as determined by the Manager of the Company. The holders of
      such additional common Interests or Preferred Interests shall be admitted
      to the Company as Members and shall have such voting and approval rights
      as the Manager reasonably determines are prudent or necessary under the
      circumstances. The Manager may solicit additional cash contributions in
      consideration of Common Interests or Preferred Interests, as the Manager
      may determine in its sole discretion, from the following in the order
      enumerated below, and within such time periods as the Manager reasonably
      determines are prudent or necessary under the circumstances:

      (a)   The existing Members, including the Manager and any Affiliates of
            Manager;

      (b)   Any member of the existing Members or Manager;

      (c)   Affiliates of the existing Members, including the Manager; and

      (d)   Third parties.

      The Manager shall have the right, authority, power and discretion to
      execute on behalf of all members an amendment or amendments to this
      Agreement to the extent appropriate to reflect the terms and conditions of
      any Preferred Interests or additional Common Interests issued.

8.3   Capital Account

      (a)   Separate "Capital Accounts" will be maintained for each Member in
            the manner required by Section 1.704-1(b)(2)(iv) of the Regulations.
            To the extent consistent therewith, each Member's Capital Account
            shall be equal to the sum of the following:

            (i)   The amount of any cash and the fair market value of any
                  property (as Approved by the Members) that the Member
                  contributes to the Company (net of liabilities securing the
                  property that the Company is considered to assume or take
                  subject to under Section 752 of the Code); plus

            (ii)  The aggregate Net Profit and items in the nature of income or
                  gain allocated to the Member under Article 9 of this Agreement
                  or other positive adjustment required by the Regulations;
                  minus

            (iii) The amount of any cash and the fair market value of any
                  property (as Approved by the Members) distributed to the
                  Member (net of liabilities securing the property that the
                  Member is considered to assume or take subject to under
                  Section 752 of the Code), as of the date of distribution; and
                  minus


                                       16
<PAGE>

            (iv)  The aggregate Net Loss and items in the nature of deduction or
                  losses allocated to the Member under Article 9 of this
                  Agreement or other negative adjustment required by the
                  Regulations.

      (b)   The Capital Accounts of the Members shall be adjusted to reflect a
            revaluation of Company property (as Approved by the Members) in the
            manner required by Section 1.704-1(b)(2)(iv)(f) of the Regulations
            when Interests in the Company are acquired from, relinquished to or
            issued by the Company, or when the Company is liquidated within the
            meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations.

      (c)   If, pursuant to Sections 1.704-1(b)(2)(iv)(d) or
            1.704-1(b)(2)(iv)(f) of the Regulations, Company property is
            reflected on the books of the Company at a book value (as determined
            for purposes of maintaining Capital Accounts) that differs from the
            adjusted tax basis of such property, the Members' Capital Accounts
            shall be adjusted in accordance with Section 1.704-1(b)(2)(iv)(g) of
            the Regulations for allocations of depreciation, and of gain or loss
            as computed for book purposes, with respect to such property.

      (d)   In accordance with Section 1.704-1(b)(2)(iv)(d) of the Regulations,
            if the Company distributes property in kind to Members, the Capital
            Accounts will be adjusted first to reflect the manner in which any
            unrealized gain or loss inherent in the property would have been
            allocated among the Members as if the property had been sold instead
            for fair market value (as Approved by the Members) to the extent not
            already reflected.

      (e)   Upon the sale, transfer, assignment or other disposition of an
            Interest after the Effective Date, the Capital Account of the
            transferor Member that is attributable to such transferred Interest
            will be carried over to the transferee Member.

      (f)   The Capital Accounts shall be adjusted as required by Section
            1.704-1(b)(2)(iv)(m) of the Regulations upon an adjustment to the
            adjusted tax basis of any Company asset pursuant to Code Section
            734(b) or Code Section 743(b).

      (g)   The foregoing provisions of this Section 8.3 and the other
            provisions of this Agreement relating to the maintenance of Capital
            Accounts are intended to comply with Section 1.704-1(b) of the
            Regulations, and shall be interpreted and applied in a manner
            consistent with such Regulations.

8.4   Letter of Credit. GPLP is posting a letter of credit in the amount of
      Twenty Million Dollars ($20,000,000) on behalf of the Company as required
      under Section 3.14 of the Ground Lease (the "LOC").

      (a)   Any fees payable to the issuer of the LOC shall be deemed an
            operating expense of the Company and shall be paid by the Company on
            or prior to the due date thereof.


                                       17
<PAGE>

      (b)   If the LOC is drawn upon for any reason, GPLP shall notify the
            Members as to the amount of costs incurred by GPLP in connection
            therewith, including, without limitation, its obligation to
            reimburse the issuer of the LOC and Glimcher shall be deemed to have
            made a Capital Contribution of all of such amount to the Company.
            Within sixty (60) days after Glimcher has been deemed to have made
            such Capital Contribution, WC may elect, in its sole discretion, to
            contribute up to one-half (1/2) of the amount of Glimcher's Capital
            Contribution under this Section 8.4(a) as a Capital Contribution to
            the Company. Should WC make such Capital Contribution, the Company
            shall distribute the amount of the WC Capital Contribution under
            this Section 8.4(a) to Glimcher. The Capital Accounts of Glimcher
            and WC shall be adjusted to reflect any Capital Contributions or
            distributions made pursuant to this Section and in addition, the
            Interests between Glimcher and WC pursuant to Article 11 shall be
            adjusted prorata in accordance with the adjustments of the Capital
            Accounts of Glimcher and WC hereunder.

      (c)   If Glimcher is removed as Manager or Glimcher's Interest in the
            Company is acquired by WC or another Member pursuant to Article 15
            at any time when the LOC remains outstanding, the Company shall
            cause the LOC to be returned to GPLP and shall cause GPLP to be
            released from any and all obligations under the Ground Lease,
            including any completion guaranties or obligations to provide the
            LOC, concurrently with such removal or acquisition. Should Glimcher
            be removed as Manager as a result of any acts of Glimcher in
            violation of Section 7.2(a), (b) or (d), the Company shall have no
            obligation to cause GPLP to be released from any obligations under
            the Ground Lease, including any completion guaranties, or
            obligations to provide the LOC.

8.5   Failure of WC Affiliate to Provide Retail Space. Glimcher and WC each
      acknowledge that the Property is adjacent to other real property owned by
      an Affiliate of WC (the "Adjacent Property"), and that pursuant to a
      purchase and sale agreement between the Company and WC's Affiliate (the
      "PSA"), the WC Affiliate will construct certain retail condominiums on the
      Adjacent Property to sell to the Company.

      (a)   If, within twelve (12) months of Substantial Completion, the WC
            Affiliate fails to construct and sell to the Company a minimum of
            70,000 gross square feet of retail condominiums, as required under
            the PSA, the Manager shall, commencing on the sixteenth (16th) month
            after Substantial Completion and prior to distributing any
            Distributable Cash to WC, deliver to Glimcher the annual sum (the
            "Penalty Payment") of One Million Seven Hundred Twenty-Eight
            Thousand Seven Hundred Twenty Dollars ($1,728,720) out of the
            Distributable Cash otherwise payable to WC pursuant to Section 10.1;
            provided, however, that if the WC Affiliate constructs and sells to
            the Company less than 70,000 gross square feet of retail
            condominiums, the Penalty Payment shall be equal to the product of
            (i) $28.40 multiplied by (ii) the difference between 70,000 and the
            number of gross square feet of retail condominiums actually
            constructed; and provided, further, that in no event shall the
            Penalty Payment exceed One Million Seven Hundred Twenty-Eight
            Thousand Seven Hundred Twenty Dollars ($1,728,720). The Penalty
            Payment shall increase annually by the same percentage by which Base


                                       18
<PAGE>

            Rent under Article 3 of the Ground Lease increases for the
            corresponding year. In any year that disbursements otherwise payable
            to WC pursuant to Section 10.1 are less than the full amount of the
            Penalty Payment, the Manager shall reduce WC's Capital Account and
            increase Glimcher's Capital Account by the difference between the
            amount of the Penalty Payment and the amount of Distributable Cash
            otherwise payable to WC pursuant to Section 10.1. In addition, the
            Interests between Glimcher and WC pursuant to Article 11 shall be
            adjusted prorata in accordance with the adjustments of the Capital
            Accounts of Glimcher and WC hereunder. Notwithstanding anything in
            this subsection to the contrary, in the event the WC Affiliate
            constructs less than 70,000 gross square feet of retail condominiums
            and such retail condominiums otherwise conform to the terms and
            conditions of the PSA, the Penalty Payment shall be equal to the
            product of (i) $28.40 multiplied by (ii) the difference between
            70,000 and the number of gross square feet of retail condominiums
            actually constructed.

      (b)   If, twelve months after Substantial Completion, the Company elects
            to sell its leasehold interest in the Property, and at such time the
            WC Affiliate has not delivered the retail condominiums, as required
            under the PSA (unless the WC Affiliate is excused from the
            obligation to deliver such retail condominiums as a result of the
            Company's failure to provide adequate parking as provided in the
            Purchase and Sale Agreement attached hereto as Exhibit F), then
            prior to making any distributions of Distributable Cash to the
            Members from any sales proceeds pursuant to Section 10.1, Glimcher
            shall be entitled to receive an Internal Rate of Return equal to
            fourteen percent (14%) on its total Capital Account (as it changes
            from time to time). "Internal Rate of Return" for purposes of this
            Agreement shall mean with respect to Glimcher, as of any date, the
            interest rate, compounded annually, that causes (i) the sum of the
            discounted values of the distributions received by Glimcher as of
            such date (determined by using that interest rate, compounded
            annually, from the dates on which such distributions were received
            by Glimcher to the date of the first Initial Contribution by
            Glimcher pursuant to Section 8.1 and subsequent Capital
            Contributions pursuant to Section 8.4) to equal (ii) the sum of the
            discounted values of the Contributions made by Glimcher as of such
            date (determined by using that interest rate, compounded annually,
            from the dates on which such Contributions were made by Glimcher to
            the date of each Capital Contribution by Glimcher pursuant to
            Section 8.1 and 8.4 hereof).

      (c)   If at any time, the WC's Capital Account is reduced to zero pursuant
            to Section 8.5(a) as a result of its continuing failure to deliver
            the retail condominiums to Glimcher, WC's membership interest shall
            be terminated, and WC shall no longer be considered a Member of the
            Company nor have any further rights under this Agreement.

      (d)   At any time after the Manager has determined that the Penalty
            Payment is due to Glimcher, WC may elect, in its sole discretion, to
            deliver the full amount of the Penalty Payment to Glimcher, in which
            event WC shall continue to receive the full amount of any
            Distributable Cash to which it is entitled under this Agreement, and
            WC's Capital Account shall not be reduced.


                                       19
<PAGE>

      (e)   If after receipt of any payment required under this Section 8.5,
            Glimcher is for any reason compelled to surrender such payment to
            any Person because such payment is determined to be void or voidable
            as a preference or for any other reason, then to the extent of that
            payment, the payment obligations of WC under this Section 8.5, shall
            be revived and, if not otherwise prohibited by the application of
            any automatic stay afforded under the Bankruptcy Code or any other
            Federal or state bankruptcy or insolvency law, Manager shall reduce
            WC's Capital Account and increase Glimcher's Capital Account by the
            amount of such revived payment obligation. In addition, the
            Interests between Glimcher and WC pursuant to Article 11 shall be
            adjusted prorata in accordance with the adjustments of the Capital
            Accounts of Glimcher and WC hereunder.

                                    ARTICLE 9
                                   ALLOCATIONS
                                   -----------

9.1   Net Profit. After giving effect to the special allocations set forth in
      Sections 9.4 and 9.6 hereof:

      (a)   Net Profit for any fiscal year shall be allocated between the
            Members in the following order and priority:

            (1)   First, to the Members in an amount equal to the excess, if
                  any, of

                  (A)   The cumulative Net Loss allocated pursuant to Section
                        9.2(a) hereof for all prior fiscal years, less

                  (B)   The cumulative Net Profit allocated pursuant to this
                        Section 9.1(a) for all prior fiscal years, in proportion
                        to each Member's share of such excess Net Loss in
                        reverse chronological order; and

            (2)   Second, to the Preferred Interest Holders to the extent of
                  their Preferred Return;

            (3)   Third, to Glimcher, according to any distributions made
                  pursuant to Sections 10.1(c); and

            (4)   The balance, if any, to the Members in proportion to their
                  respective Interests;

9.2   Net Loss. After giving effect to the special allocations set forth in
      Sections 9.4 and 9.5, and subject to the limitations in Section 9.3 below:

      (a)   Net Loss for any fiscal year shall be allocated between the Members
            in the following order and priority:

            (1)   First, to the Members in an amount equal to the excess, if
                  any, of


                                       20
<PAGE>

                  (a)   The cumulative Net Profit allocated pursuant to Section
                        9.1(a) for all prior fiscal years, over

                  (b)   The cumulative Net Loss allocated pursuant to Sections
                        9.2(a) for all prior fiscal years in proportion to each
                        Member's share of such excess Net Profit in reverse
                        chronological order; and

            (2)   Second, to all Members who have positive Capital Account
                  balances, according to such Member's Interest until each such
                  Member's positive Capital Account has been reduced to zero;

            (3)   Third, to all Preferred Interest Holders who have positive
                  Capital Account balances, until each such Preferred Interest
                  Holders positive Capital Account has been reduced to zero; and

            (4)   The balance, if any, to the Members in proportion to their
                  respective Interests.

9.3   Limitation on Net Loss Allocations. Notwithstanding any provision of this
      Agreement to the contrary, except as otherwise specifically provided in
      this Section 9.3, in no event shall Net Loss be allocated to a Member if
      such allocation would result in such Member having an Adjusted Capital
      Account Deficit at the end of any tax year. All Net Loss in excess of the
      limitation set forth in this Section 9.3 shall be allocated to any
      remaining Member without an Adjusted Capital Account Deficit, and if all
      Members have an Adjusted Capital Account Deficit, to the Members pro rata
      in proportion to Interests. Net Income shall first be allocated to any
      Member who were allocated a Net Loss under this Section 9.3 in reverse
      chronological order.

9.4   Special Allocations. The following special allocations shall be made in
      the following order and priority:

      (a)   Minimum Gain Chargeback. To the extent required by Section
            1.704-2(f) of the Regulations, if there is a net decrease in
            "partnership minimum gain" (within the meaning of Section
            1.704-2(b)(2) of the Regulations) in a tax year, then each Member
            will be allocated items of income and gain for that tax year, before
            any other allocation of Net Profit or Net Loss, equal to that
            Member's share of the net decrease in "partnership minimum gain."

      (b)   Member Minimum Gain Chargeback. If a Member suffers a net decrease
            in "partner nonrecourse debt minimum gain" (within the meaning of
            Section 1.704-2(i)(4) of the Regulations) in any tax year, then that
            Member will be allocated items of income and gain to the extent
            required by Section 1.704-2(i)(4) of the Regulations.

      (c)   Qualified Income Offset. If any Member unexpectedly receives any
            adjustments, allocations, or distributions described in Sections
            1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) or
            1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income
            and gain shall be specially allocated to each such Member in an


                                       21
<PAGE>

            amount and manner sufficient to eliminate, to the extent required by
            the Regulations, the Adjusted Capital Account Deficit of such Member
            as quickly as possible, provided that an allocation pursuant to this
            clause (c) shall be made if and only to the extent that such Member
            would have an Adjusted Capital Account Deficit after all other
            allocations provided for in this Article 9 have been tentatively
            made as if this clause (c) were not in this Section 9.4. This
            provision is intended to constitute a "qualified income offset"
            within the meaning of Section 1.704-2(b)(ii)(d) of the Regulations.

9.5   Tax Allocations.

      (a)   Except as provided in Section 9.5(b) herein, for income tax
            purposes, Company income, gain, loss, deduction or credit (or any
            item thereof) for each tax year shall be allocated to and among the
            Members in order to reflect the allocations made pursuant to the
            provisions of this Article 9 for such tax year (other than
            allocations of items which are not deductible or are excluded from
            taxable income).

      (b)   Notwithstanding any other provision of this Agreement to the
            contrary, any gain or loss and any depreciation or other cost
            recovery deductions recognized by the Company for income tax
            purposes in any tax year with respect to all or any part of the
            Company's property that is required or permitted to be allocated
            among the Members in accordance with Section 704(c) of the Code and
            any Regulations promulgated thereunder so as to take into account
            the variation, if any, between the adjusted tax basis of such
            property and its book value as used for purposes of maintaining
            Capital Accounts shall be allocated to the Members for income tax
            purposes in the manner so required or permitted.

9.6   Other Allocation Rules.

      (a)   If an amount paid or deemed paid by the Company to a Member (or an
            Affiliate thereof) as interest, a guaranteed payment, or a payment
            for property or services, is treated for federal income tax purposes
            as a distribution to a Member in its capacity as a partner for tax
            purposes and is neither a guaranteed payment under Section 707(c) of
            the Code nor a payment under Section 707(a) of the Code to a partner
            not acting in its capacity as a partner, such Member shall be
            allocated as soon as possible an amount of Company's gross income or
            gain equal to the amount of such payment.

      (b)   The Members are aware of the income tax consequences of the
            allocations made by this Article 9 and hereby agree to be bound by
            the provisions of this Article 9 in reporting their shares of
            Company income and loss for income tax purposes.


                                       22
<PAGE>

                                   ARTICLE 10
                            DISTRIBUTIONS TO MEMBERS
                            ------------------------

10.1  Distributable Cash. The Manager shall distribute Distributable Cash to the
      Members as and when determined appropriate by the Manager, but not less
      often than annually, in the following order of priority:

      (a)   First, to the Preferred Interest Holders, until each has received
            the Preferred Capital Return as provided in Section 8.2.

      (b)   Second, to all Preferred Interest Holders, pro-rata in accordance
            with their Preferred Interests, until each has received, an amount
            equal to the then existing balance of their Preferred Capital
            Account.

      (c)   Third, if applicable, to Glimcher until Glimcher has received a
            distribution equal to an Internal Rate of Return of fourteen percent
            (14%) on its Capital Account pursuant to Section 8.5(b).

      (d)   Finally, to the holders of Common Interests pro rata in accordance
            with their then respective Common Interests.

10.2  No Interest On and Return of Capital Contributions. Except as provided in
      Section 8.5(b) and 10.1(c), no Member shall be entitled to interest on
      such Member's Capital Contributions or to a return of such Member's
      Capital Contributions unless specifically provided for herein.

10.3  Excess Distributions. If any Member receives a cash distribution from the
      Company in excess of the amount it should have received pursuant to this
      Article 10, such Member shall promptly repay the amount of such excess to
      the Company so that it may be re-distributed to the Member(s) who received
      an under-distribution of cash in connection therewith.

                                   ARTICLE 11
                                    INTERESTS
                                    ---------

Subject to adjustment pursuant to Articles 8 and 12 hereof, the Members'
respective percentage ownership interests in the Company (each an "Interest" and
collectively the "Interests") are as follows:

              Member                            Interest
              ------                            --------

              Glimcher                          50%

              WC                                50%

                                   ARTICLE 12
                         ADMISSION OF ADDITIONAL MEMBERS
                         -------------------------------

Except as provided in Section 8.2, additional Members may be admitted to the
Company only with the Approval of the Members. Any newly admitted Member must
agree to abide by this Agreement and execute a counterpart hereof. Except as
provided in Section 8.2, the Capital Contribution, if any, required of any such


                                       23
<PAGE>

additional Member, as well as such additional Member's Capital Account, shall be
Approved by the Members. Notwithstanding any provision of this Agreement to the
contrary, the Manager shall, without the need for the approval of any Member,
amend this Agreement, including, without limitation, Articles 5 and 11, to
reflect the information of any new Member admitted in accordance with this
Article 12.

                                   ARTICLE 13
                             CESSATION OF MEMBERSHIP
                             -----------------------

13.1  Cessation of Membership. A Member shall cease to be a Member as of the
      date of the occurrence of any of the following events:

      (a)   A Member's entire Interest in the Company is purchased by the
            Company, other Members, or otherwise transferred pursuant to Article
            15 herein;

      (b)   A Member makes an assignment for the benefit of creditors; files a
            voluntary petition in bankruptcy; is adjudicated as bankrupt or
            insolvent or has entered against it an order for relief in any
            bankruptcy or insolvency proceeding; files a petition or answer
            seeking for the Member any reorganization, arrangement, composition,
            readjustment, liquidation, dissolution, or similar relief under any
            statute, law, or regulation; files an answer or other pleading
            admitting or failing to contest the material allegations of a
            petition filed against the Member in any proceeding of this nature;
            or seeks, consents to, or acquiesces in the appointment of a
            trustee, receiver, or liquidator of the Member or of all of any
            substantial part of the Member's properties;

      (c)   If within one hundred twenty (120) days after the commencement of
            any proceeding against a Member seeking reorganization, arrangement,
            composition, readjustment, liquidation, dissolution, or similar
            relief under any statute, law, or regulation, the proceeding has not
            been dismissed, or if within ninety (90) days after the appointment
            without the Member's consent or acquiescence of a trustee, receiver,
            or liquidator of the Member or of all or any substantial part of the
            Member's properties, the appointment is not vacated or stayed, or
            within ninety (90) days after the expiration of any stay, the
            appointment is not vacated; and

      (d)   In the case of a Member that is an entity, the dissolution of such
            Member.

13.2  No Cessation. Notwithstanding the Act, a Member who is an individual does
      not cease to be a Member solely upon the occurrence of (a) the death of
      such Member or (b) the entry of an order by a court of competent
      jurisdiction adjudicating the Member incompetent to manage his or her
      person or property.

13.3  Cessation with Respect to Member. Notwithstanding any provision to the
      contrary in the Act, an event of cessation with respect to any Member
      shall not result in the dissolution of the Company.


                                       24
<PAGE>

                                   ARTICLE 14
                           DISSOLUTION AND WINDING UP
                           --------------------------

14.1  Dissolution. Notwithstanding any provision of the Act to the contrary, the
      Company shall be dissolved upon the occurrence of any of the following
      events:

      (a)   An election to dissolve the Company is Approved by the Members; or

      (b)   Entry of a decree of judicial dissolution under the Act.

14.2  Effect of Dissolution. Upon dissolution, the Company shall cease to carry
      on its business, except as permitted by Sections 803 and 804 of the Act.

14.3  Winding Up, Liquidation and Distribution of Assets.

      (a)   Upon dissolution, an accounting shall be made by the Company's
            independent accountants of the accounts of the Company and of the
            Company's assets, liabilities and operations, from the date of the
            last previous accounting until the date of dissolution. The Manager
            shall immediately proceed to wind up the affairs of the Company.

      (b)   If the Company is dissolved and its affairs are to be wound up, the
            Manager shall:

            (i)   Sell or otherwise liquidate all of the Company's assets as
                  promptly as practicable;

            (ii)  Allocate any profit or loss resulting from such sales to the
                  Members in accordance with Article 9 hereof;

            (iii) Discharge all liabilities of the Company, other than
                  liabilities to Members, and establish such reserves as may be
                  reasonably necessary to provide for contingent liabilities of
                  the Company;

            (iv)  Discharge liabilities of the Company to Members; and

            (v)   After giving effect to Section 8.2 hereof, make distributions
                  to the Members pro rata according to their respective Capital
                  Account balances.

      (c)   Notwithstanding anything to the contrary in this Agreement, upon a
            liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of
            the Regulations, if any Member has a Capital Account deficit (after
            giving effect to all contributions, distributions, allocations and
            other Capital Account adjustments for all taxable years, including
            the year during which such liquidation occurs), such Member shall
            have no obligation to make any capital contribution and such
            Member's Capital Account deficit shall not be considered a debt owed
            by such Member to the Company or to any other person for any purpose
            whatsoever.


                                       25
<PAGE>

      (d)   Upon completion of the winding up, liquidation and distribution of
            the assets, the Company shall be deemed terminated.

      (e)   The Manager and the Members shall comply with any applicable
            requirements of applicable law pertaining to the winding up of the
            affairs of the Company and the final distribution of its assets.

                                   ARTICLE 15
                            DISPOSITION OF INTERESTS
                            ------------------------

15.1  No Right to Resign or Withdraw. Except as provided below, no Member shall
      have any right to voluntarily resign or otherwise withdraw from the
      Company without the written consent of all remaining Members of the
      Company.

15.2  Transfer of Interest. No Member shall transfer, sell, give, encumber,
      assign, pledge or otherwise deal with or dispose of all or any part of his
      Interest now owned or subsequently acquired by him, other than as provided
      in this Agreement. Any transfer of and without full compliance with this
      Agreement shall be void.

15.3  Permitted Transfers. Notwithstanding the above, any Member may transfer
      all or any portion of his Interest at any time to any of the following
      (the "Permitted Transferees"):

      (a)   Other Members;

      (b)   If the Member is an individual:

            (i)   The Member's spouse;

            (ii)  The Member's children or other descendants;

            (iii) The children or other descendants of a Member's spouse;

      (c)   A trustee who holds such Interest in trust for the exclusive benefit
            of any one or more of the Members, their spouses, children or other
            descendants, or children or other descendant of a Member's spouse;
            or

      (d)   An Affiliate of a Member.

Provided, however, that the transferee as a condition of becoming a Permitted
Transferee, expressly consents in writing to be bound by all the terms and
conditions of this Agreement then in effect; and provided further that no
Permitted Transferee shall become a Substitute Member without compliance with
the terms of Section 15.9 below.

15.4. Bona Fide Offer.

      (a)   If any Member (a "Third Party Selling Member") receives a valid bona
            fide offer (the "Offer") from a Person who is not a Permitted
            Transferee to purchase all or any portion of the Third Party Selling
            Member's Interest, and the Third Party Selling Member desires to
            sell such Interest, the Third Party Selling Member may transfer such


                                       26
<PAGE>

            Interest only after first offering such Interest to the Company and
            the other Member as provided below. If the Third Party Selling
            Member desires to sell the Third Party Selling Member's Interest
            arising out of an Offer, the Third Party Selling Member shall
            deliver to the Company and the other Member a notice (an "Offer
            Notice") of such Offer which includes a copy of the Offer,
            specifying the name and address of the prospective transferee (the
            "Offeror"), the Interest included in the proposed transfer (the
            "Offered Interest"), the proposed price for such interest (the
            "Offering Price"), the terms of the proposed transfer (the "Offering
            Terms"), and the date the Offer was made (the "Offer Date").

      (b)   Within sixty (60) days following the Offer Notice specified in
            Section 15.4(a) above, the Company, by consent of the remaining
            Member, shall have the right to purchase all or any part of the
            Offered Interest at the Offering Price. The terms of the purchase
            shall be the Offering Terms. Notice of the Company's acceptance must
            be mailed or delivered to the Third Party Selling Member within such
            sixty (60) day period. If the Company wishes to purchase Offered
            Interest, the acquisition of such Interest shall be treated as a
            redemption of the Offered Interest.

      (c)   If the Company fails to exercise all or any portion of its option to
            purchase the Offered Interest, the remaining Member shall have the
            right, for a period of fifteen (15) days after the expiration of the
            Company's sixty (60) day option period, to purchase the Offered
            Interest. The remaining Member shall have the right to purchase all
            or any part of the Offered Interest in proportion to their
            respective Interests in the Company (excluding the Selling Member's
            Interest), or in such proportion as they may otherwise unanimously
            agree. The purchase price for such Interest shall be the Offering
            Price. The terms of the purchase shall be the Offering Terms. Notice
            of the remaining Member's acceptance must be given to the Third
            Party Selling Member within such fifteen (15) day period.

      (d)   To the extent the Company and remaining Member fail to validly
            exercise their respective options with respect to the Offered
            Interest, the Third Party Selling Member may sell such Interest not
            purchased by the Company and the remaining Member to the unrelated
            third party who made the Offer at the Offering Price and on the
            Offering Terms. If the Third Party Selling Member fails to transfer
            such Interest before the 120th day following the Offer Date, all the
            Interest shall again become subject to the terms and conditions of
            this Agreement as if such Offer had not been made.

15.5  Buy/Sell.

      (a)   At any time that the Members are unable to resolve a disagreement as
            to any Major Decision after a period of ninety (90) days, any Member
            (a "Buy-Sell Offeror") may deliver a notice to the other Member (the
            "Buy-Sell Offeree"), making written offer to the Buy-Sell Offeree in
            the alternative (i) to sell all (but not less than all) of the
            Buy-Sell Offeror's Interest, or (ii) to purchase all (but not less
            than all) the Interests of the Buy-Sell Offeree (the "Buy-Sell Offer
            Notice"). To be effective, the Buy-Sell Offer Notice must contain
            both alternatives to sell or to buy. The Buy-Sell Offer Notice shall
            specify a single valuation for the Company which shall be used for
            purposes of determining the purchase price at which each alternative
            offer may be accepted determined in accordance with Section 15.7.


                                       27
<PAGE>

      (b)   Any offer made pursuant to this Section 15.5 shall be irrevocable
            for a period of sixty (60) days from the date of the Buy-Sell Offer
            Notice. The Buy-Sell Offeree shall, at the expiration of the 60-day
            period, automatically be deemed to have accepted the offer of the
            Buy-Sell Offeror to buy the Interests in the Company of the Buy-Sell
            Offeree unless the Buy-Sell Offeree accepts the offer of the
            Buy-Sell Offeror to sell the Interest of the Buy-Sell Offeror in the
            Company by notifying the Buy-Sell Offeror and the Buy-Sell Offeree
            in writing of such acceptance before the expiration of the 60-day
            period. In the event the Buy-Sell Offeree elects to purchase the
            Interest owned by the Buy-Sell Offeror in the Company, the Buy-Sell
            Offeree shall purchase all, and not less than all, of the Buy-Sell
            Offeror's Interest in the Company.

15.6  Intentionally Omitted.

15.7  Settlement.

      (a)   Deposit. The purchaser of any Interest of any Buy-Sell Offeror (the
            "Buyer") shall, within ten (10) days of notice of election to
            purchase the Selling Member's Interest, pay to such title company as
            shall be reasonably acceptable to the Buy-Sell Offeror, or if no
            such title company shall be willing or available to serve as escrow
            agent, then to the Buy-Sell Offeror's attorney, in escrow, a deposit
            in good funds of ten percent (10%) of the purchase price, which
            deposit shall be applied against the purchase price to be paid by
            the Buyer at the Closing.

      (b)   Terms of Closing. The closing of the purchase of any Buy-Sell
            Offeror's Interest (the "Closing") shall be held within ninety (90)
            Business Days after satisfaction of the conditions set forth in
            Section 15.9 (the "Closing Date"), subject to the terms and
            conditions specified in Section 15.8 hereof.

      (c)   Preferred Capital. Any Preferred Capital held by a Selling Member
            (whether a Buy-Sell Offeror or a Third Party Selling Member as a
            Preferred Capital Holder) pursuant to Section 8.2 hereof shall be
            repaid out of the purchase price paid to the Selling Member.

      (d)   Credit Enhancement. At any time that Glimcher, GPLP or any Affiliate
            of either is liable, as guarantor or otherwise, with respect to any
            debt obligations of Sucia Scottsdale, LLC or any other Affiliate of
            WC, if Glimcher is the Selling Member, the Buyer shall cause
            Glimcher, GPLP or such Affiliate to be released of all such
            liability at Closing. If the Selling Member or any Affiliate of the
            Selling member is liable, as guarantor or otherwise, with respect to
            any debt obligations of the Company, the Buyer shall cause the
            Selling Member or such Affiliate to be released of all such
            liability at Closing.


                                       28
<PAGE>

15.8  Termination of Obligations. On the Closing Date, the Buyer shall assume
      all obligations of the Selling Member with respect to the Interest so
      transferred arising from and after the Closing. Upon such transfer, the
      Selling Member's rights and obligations under this Agreement shall
      terminate with respect to such transferred Interest, except as to
      liabilities or other items and indemnity rights and obligations of such
      Member under this Agreement attributable to acts or events occurring prior
      to the Closing Date and not then reflected on the books and records of the
      Company.

15.9  Escrow and Closing of Buy/Sell.

      (a)   Closing Time and Location. Except as otherwise provided for in this
            Agreement, the Closing shall take place on the Closing Date at such
            time and place as the Buyer may in Buyer's reasonable discretion
            designate by written notice to the Seller at least fourteen (14)
            days prior to such date.

      (b)   Required Documents. Prior to or at the Closing, Selling Member shall
            supply to Buyer all documents customarily required (or reasonably
            required by Buyer) to make a good and sufficient conveyance of the
            Selling Member's Interest to the Buyer, which documents shall be in
            form and substance reasonably satisfactory to the Buyer. All
            payments shall be by wire transfer of immediately available funds.

      (c)   Condition Precedent to Closing. The Selling Member's Interest shall
            be free and clear of all encumbrances. The foregoing shall be an
            express condition precedent to the Closing and to the obligation of
            Buyer to pay the purchase price. This condition is for the sole
            benefit of Buyer and may be waived by Buyer in whole or in part in
            its sole discretion:

      (d)   Closing Costs. Each party shall pay its own attorneys' fees and
            expenses incurred in connection with the Closing. The costs of the
            escrow or the Closing, including, without limitation, any escrow fee
            and transfer taxes arising from the transaction for the purchase of
            the Selling Member's Interest, shall be borne or allocated in the
            manner customary in the Phoenix, Arizona area and, to the extent no
            custom exists, shall be shared equally by Selling Member and Buyer.

      (e)   Specific Performance. The person or entity enforcing this Section
            shall be entitled to specific performance.

15.10 Rights of Assignee or Transferee. Any transfer or assignment of an
      Interest set forth in this Article 15 shall be effective only to give the
      transferee or assignee the right to receive the share of allocations and
      distributions to which the Selling Member would otherwise be entitled. No
      transferee or assignee shall have the right to become a Substitute Member
      unless all of the other Members, in the exercise of their sole discretion,
      expressly consent thereto in writing and the assignee or transferee agrees
      to be bound by all the terms and conditions of this Agreement. Unless and
      until a transferee or assignee is admitted as a Substitute Member, the
      transferee or assignee shall have no right to exercise any of the powers,
      rights and privileges of a Member hereunder.


                                       29
<PAGE>

                                   ARTICLE 16
                   CERTAIN STATUTORY PROVISIONS AND OVERRIDES
                   ------------------------------------------

16.1  No Meetings Required. Whenever the approval or concurrence of any Manager
      or Member or Members is required by this Agreement to authorize any
      action, transaction or decision proposed to be taken by or for the
      Company, no meeting shall be required in connection with any effort to
      obtain such approval or concurrence. In particular, without limiting the
      generality of the foregoing, no provisions of law relating to meetings,
      quorum requirements for meetings, notices of meetings, waivers of notice
      of meetings, and similar matters shall apply to the Company.

16.2  No Purchase of an Interest. The Company may not acquire an interest in the
      Company of any Member or Manager unless Approved by the Members or in
      connection with the redemption of a Preferred Interest.

16.3  General Statutory Override. To the extent permitted by law, the provisions
      of this Agreement shall govern over all provisions of the Act which would
      apply but for (and inconsistently with) this Agreement. For each question
      (a) with respect to which the Act provides a rule (a "default rule") but
      permits a limited liability company's Limited Liability Company to provide
      a different rule and (b) which is addressed by this Agreement, the default
      rule shall not apply to the Company.

                                   ARTICLE 17
                            MISCELLANEOUS PROVISIONS
                            ------------------------

17.1  Exhibits and Schedules. The Exhibits and Schedules attached hereto and
      referenced herein are hereby incorporated into this Agreement as if fully
      set forth herein.

17.2  Tax Matters Partner. Glimcher is hereby designated as the Company's "Tax
      Matters Partner," and he shall serve as such at the expense of the Company
      with all power and authority granted to "tax matters partners" under the
      Code and Regulations. Any compensation paid to the tax matters partner
      must be approved by all Members.

17.3  Application of Delaware Law. This Agreement shall be governed by and
      interpreted in accordance with the laws of the State of Delaware, without
      regard to its conflict of laws provisions.

17.4  Execution of Additional Instruments. Each Member hereby agrees to execute
      such other and further statements of interest and holdings, designations,
      powers of attorney and other instruments necessary to comply with any
      laws, rules or regulations.

17.5  Construction. Whenever the singular form is used in this Agreement, and
      when required by the context, the same shall include the plural and vice
      versa, and the masculine gender shall include the feminine and neuter
      genders and vice versa.

17.6  Headings. The headings in this Agreement are inserted for convenience only
      and are in no way intended to describe, interpret, define, or limit the
      scope, extent or intent of this Agreement or any provision hereof.


                                       30
<PAGE>

17.7  Waivers. The failure of any party to seek redress for violation of or to
      insist upon the strict performance of any covenant or condition of this
      Agreement shall not prevent a subsequent act, which would have originally
      constituted a violation, from having the effect of an original violation.

17.8  Rights and Remedies Cumulative. The rights and remedies provided by this
      Agreement are cumulative and the use of any one right or remedy by any
      party shall not preclude or waive the right to use any or all other
      remedies. Such rights and remedies are given in addition to any other
      rights the parties may have by law, statute, ordinance or otherwise.

17.9  Counterparts; Fax Signatures. This Agreement may be executed in one or
      more counterparts, each of which shall be deemed to be an original, but
      all of which together shall constitute the same Agreement. Any signature
      page of any such counterpart, or any electronic facsimile thereof, may be
      attached or appended to any other counterpart to complete a fully executed
      counterpart of this Agreement, and any telecopy or other facsimile
      transmission of any signature shall be deemed an original and shall bind
      such party.

17.10 Further Assurances. The Members each agree to cooperate, and to execute
      and deliver in a timely fashion any and all additional documents necessary
      to effectuate the purposes of the Company and this Agreement.

17.11 Terms. Common nouns and pronouns shall be deemed to refer to the
      masculine, feminine, neuter, singular, and plural, as the identity of the
      person or persons, firm or corporation may in the context require.

17.12 Certification of Non-Foreign Status. In order to comply with Section 1445
      of the Code and the applicable Regulations thereunder, in the event of the
      disposition by the Company of a United States real property interest as
      defined in the Code and Regulations, each Member shall provide to the
      Company, an affidavit stating, under penalties of perjury, (i) the
      Member's address, (ii) United States taxpayer identification number, and
      (iii) that the Member is not a foreign person as that term is defined in
      the Code and Regulations. Failure by any Member to provide such affidavit
      by the date of such disposition shall authorize the Managers to withhold
      ten percent (10%) of each such Member's allocable share of the gain
      realized by the Company on the disposition.

17.13 Withholding. The Company shall withhold and pay over to the Internal
      Revenue Service or other applicable taxing authority, all taxes or
      withholdings, and all interest, penalties, additions to tax, and similar
      liabilities in connection therewith or attributable thereto (hereinafter
      "Withheld Taxes") to the extent that the Managers determine that such
      withholding and/or payment is required by the Code or any other law, rule,
      or regulation, including, without limitation, Sections 1441, 1442, 1445,
      or 1446 of the Code. The Managers shall determine in good faith to which
      Member(s) such Withheld Taxes are attributable. All amounts withheld
      pursuant to this Section 17.13 with respect to any allocation, payment or
      distribution to any Member shall be treated as amounts distributed to such
      Member pursuant to Section 10.1 hereof for all purposes of this Agreement.


                                       31
<PAGE>

17.14 Notices. All notices, consents, requests and other communications
      hereunder shall be in writing and shall be sent by hand delivery, by
      certified or registered mail (return receipt requested), by facsimile
      (original to follow) or by a recognized national overnight courier service
      to the addresses set forth in Article 5 hereof. Notices delivered pursuant
      to this Section 17.14 shall be deemed given: at the time delivered, if
      personally delivered; three Business Days after being deposited in the
      mail, if mailed; upon confirmation of successful transmission, if by
      facsimile; and one business day after timely delivery to the courier, if
      by overnight courier service. Any party may change the address to which
      notice is to be sent by written notice to the other party hereto in
      accordance with this Section 17.14.

17.15 Construction of Agreement. This Agreement and any documents or instruments
      delivered pursuant hereto shall be construed without regard to the
      identity of the Person who drafted the various provisions of the same.
      Each and every provision of this Agreement and such other documents and
      instruments shall be construed as though the Members participated equally
      in the drafting of the same. Further, each Member has been represented by
      legal counsel in connection with the drafting and negotiation of this
      Agreement and the other agreements referred to herein. Consequently, the
      Members acknowledge and agree that any rule of construction that a
      document is to be construed against the drafting party shall not be
      applicable either to this Agreement or such other documents and
      instruments.

17.16 Entire Agreement; Amendment of Agreement. This Agreement represents the
      entire Agreement among all the Members of the Company relating to the
      subject matter hereof. This Agreement may be amended at any time. This
      Agreement may be modified or amended only by written instrument. Except as
      otherwise required by law, such amendment may be made only in accordance
      with the unanimous approval of all of the Members.

17.17 Power of Attorney. For the purposes of complying with this Agreement, the
      Members irrevocably appoint the Manager as their lawful attorney-in-fact
      (which appointment shall be a power coupled with an interest, irrevocable,
      and surviving the death or incapacity of the respective appointing
      Members), in their respective names to sign, certify under oath and
      acknowledge (i) the Articles of Organization under the laws of the State
      of Delaware, including any amendments thereto, for any of the authorized
      purposes of this Agreement, (ii) amendments to this Agreement solely for
      the purpose of the admission of an Additional Member or a Substitute
      Member as provided herein, (iii) a Certificate of Cancellation as provided
      above, and (iv) whatever other instruments may be required to effect the
      foregoing.

17.18 Conflicts of Interest THE MEMBERS ACKNOWLEDGE THAT THE PRINCIPALS OF
      MEMBER WC KIERLAND CROSSING ("WC") OWN A CONTROLLING INTEREST IN SUCIA
      SCOTTSDALE, LLC, THE LANDLORD ("LANDLORD") UNDER THE GROUND LEASE ENTERED
      INTO BY THE COMPANY, AND IN KIERLAND CROSSING RESIDENTIAL, LLC, THE JOINT
      DEVELOPER ("DEVELOPER") UNDER THE JOINT DEVELOPMENT AGREEMENT AND OTHER
      DEVELOPMENT DOCUMENTS ("DEVELOPMENT DOCUMENTS") TO BE ENTERED INTO BY THE


                                       32
<PAGE>

      COMPANY. GLIMCHER ACKNOWLEDGES THAT WC AND ITS PRINCIPALS MAY HAVE AN
      INHERENT CONFLICT OF INTEREST AS A MEMBER OF THE COMPANY AND AS INTERESTED
      PARTIES IN THE LANDLORD AND DEVELOPER. GLIMCHER ACKNOWLEDGES THAT THERE
      CAN BE NO ASSURANCE THAT ANY CONFLICT OF INTEREST WILL BE RESOLVED, OR
      THAT IF RESOLVED, IT WILL BE RESOLVED IN A MANNER FAVORABLE TO THE COMPANY
      OR TO THE MEMBERS OF THE COMPANY. THE MEMBERS ACKNOWLEDGE THAT NEITHER
      LANDLORD NOR DEVELOPER HAVE A FIDUCIARY DUTY TO THE COMPANY OR THE MEMBERS
      AND LANDLORD MAY MAKE DECISIONS WITH RESPECT TO THE GROUND LEASE AND
      DEVELOPER MAY MAKE DECISIONS WITH RESPECT TO THE DEVELOPMENT DOCUMENTS IN
      THEIR SOLE AND ABSOLUTE DISCRETION, SUBJECT TO THE TERMS AND CONDITIONS OF
      THE GROUND LEASE AND THE DEVELOPMENT DOCUMENTS (AS APPLICABLE). GLIMCHER
      WAIVES ANY CLAIM AGAINST WC OR ITS PRINCIPALS ARISING FROM THE EXERCISE BY
      LANDLORD OR DEVELOPER OF THEIR SOLE DISCRETION AS AFORESAID.

              ----------------------------------------------------

                Glimcher's Initials: _____  WC's Initials: _____

              ----------------------------------------------------


                                       33
<PAGE>

      IN WITNESS WHEREOF, the parties have executed, or caused their duly
authorized representatives to execute, this Agreement to be effective as of the
Effective Date.

GLIMCHER KIERLAND CROSSING, LLC
By Glimcher Properties Limited Partnership
a Delaware limited partnership

     By Glimcher Properties Corporation,
     a Delaware corporation, its General Partner

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

WC KIERLAND CROSSING, LLC , an Arizona limited liability company

By:  Vanguard City Home, LLC, an Arizona
     limited liability company, its Manager

     By:  ACC Homes, Inc., an Arizona
          corporation, its Manager

          By:
              ------------------------------------------------
              A. Christopher Camberlango, President


                                       34
<PAGE>

                                    EXHIBIT A
                                    ---------

                                LEGAL DESCRIPTION
                                       for
                            Limited Liability Company


Legal Description ("Property"):
-------------------------------

The following legal description and any references contained therein are based
upon that certain ALTA/ACSM Land Title Survey titled Dial Center, performed by
DEI Professional Services, L.L.C., dated and signed on June 22, 2000 by Jason R.
Kack RLS #33315.

A portion of the northwest quarter of Section 11, Township 3 North, Range 4 East
of the Gila and Salt River Base and Meridian, County, Arizona being described as
follows:

COMMENCING at a brass cap in hand hole found at the northwest corner of said
Section 11, also being the point of intersection of the monumented centerlines
of Greenway-Hayden Loop and Scottsdale Road, from which a brass cap in hand hole
found at the intersection of the centerlines of Scottsdale Road and Butherus
Road bears South 01(degree)08'00" West a distance of 1100.20 feet;

Thence South 89(degree)40'34" East, along the centerline of Greenway-Hayden
Road, a distance of 65.07 feet to brass cap in hand hole and a point on a
non-tangent curve, the radius point of which bears North 00(degree)19'08" East a
distance of 2,000.00 feet;

Thence easterly, along the arc of said curve to the left and said centerline of
Greenway-Hayden Loop, through a central angle of 16(degree)55'21", an arc
distance of 590.71 feet;

Thence South l6(degree)36'13" East, a distance of 65.00 feet to a point on a
line lying 65.00 feet south of and parallel to said centerline of
Greenway-Hayden Loop and the TRUE POINT OF BEGINNING;

Thence continuing South 16(degree)36'13" East, a distance of 40.25 feet to a
point of curvature having a radius of 150.00 feet;

Thence southerly along said curve to the right through a central angle of
17(degree)44'55", an arc distance of 46.47 feet;

Thence South 01(degree)08'42" West, a distance of 1000.15 feet to a point on a
line lying 50.00 feet north of and parallel to the monumented centerline of
Butherus Road;

Thence North 88(degree)51'18" West, along said line lying 50.00 feet north of
and parallel to the centerline of Butherus Road, a distance of 599.92 feet to a
point of curvature having a radius of 20.00 feet;


                                       A-1
<PAGE>

Thence northwesterly, along the arc of said curve to the right, through a
central angle of 89(degree)59'18", an arc distance of 31.41 feet to a point on a
line lying 65.00 feet east of and parallel to the monumented centerline of
Scottsdale Road;

Thence North 01(degree)08'00" East, along said line lying 65.00 feet east of and
parallel to the centerline of Scottsdale Road a distance of 946.49 feet to a
point of curvature having a radius of 20.00 feet;

Thence northeasterly, along the arc of said curve to the right, through a
central angle of 88(degree)40'15", an arc distance of 30.95 feet to a point on a
line lying 65.00 feet south of and parallel to the centerline of Greenway-Hayden
Loop and a point of reverse curvature having a radius of 2,065.00 feet;

Thence easterly, along the arc of said curve to the left and said line lying
65.00 feet south of and parallel to the centerline of Greenway-Hayden Loop,
through a central angle of 16(degree)24'28", an arc distance of 591.35 feet to
the TRUE POINT OF BEGINNING.

Containing 14.527 acres, more or less.


                                       A-2
<PAGE>

                                    EXHIBIT B
                                    ---------

                               DEVELOPMENT BUDGET
                                       for
                            Limited Liability Company

                                  See attached




                                       B-1
<PAGE>

                                CONCEPT ESTIMATE



                                Kierland Crossing
                               Scottsdale, Arizona



                                  Prepared by:
                               Douglas W. Campbell



                             Revised April 21, 2006
                                 March 27, 2006


<PAGE>

                                Kierland Crossing
                                Concept Estimate
                                ----------------


Soft Costs              $     15,430,000
Hard Costs              $    194,100,000

Total                   $    209,530,000


<PAGE>

                         Qualifications & Clarifications
                         -------------------------------

1.    Estimate based upon the following document:

       Site Plan prepared by Nelson Architect received April 19, 2006 (no date).

2.    Costs based on quantities contained in Site Data Table with verbal
      revisions of quantities made on April 20, 2006. 31.5

3.    Retail, Restaurants, Office and Theater building costs are included.

4.    Hotel, Residential and "Live/Work" building costs are excluded.

5.    Retail which is combined with residential IS INCLUDED in this revision.

6.    All demolition/removal costs have been excluded in this revision.

7.    All structured parking is included. No change from prior estimate.

8.    All offsite costs are excluded.

9.    Retail and Restaurant space delivery is based upon cold dark shells
      including facade/excluding storefront.

10.   Theater delivery is based on turn key, exclusive of operator-furnished
      FF&E.

11.   Retail and Restaurant tenant allowances/improvements are excluded.

12.   Office costs includes building shell and core. Assumes medium level of
      exterior finish.

13.   Office Tenant allowances/improvements are excluded.

14.   Assumes construction start in 2 1/2 years.

15.   Assumes 4% escalation per year for hard costs for 2 1/2 years.

16.   Assume Tenant Allowance of $50.00/Sf for Retail and Theater, $100/SF for
      Restaurants and $35.00/Sf for Office.

17.   Leasing Commissions are assumed to be 4%-5% of Lease Value

18    Data
      Site: 14.527 acres

      GLA
      Retail: 291,349 SF
      Restaurant: 63,000 SF
      Office: 268,130 SF
      Theater: 25,000 SF

      Parking: Same as previous estimate; revisions, if any, unknown.
      Surface: 162 Spaces
      Structured:  Below Ground: 2,566 spaces
                   Ground Level (Plaza): 226 spaces
                   Above Ground: 326 spaces
      Total: 3,280 spaces

<PAGE>

                                Kierland Crossing
                                   Soft Costs
                                   ----------

Consultants: $131,800,000 @ 10%              $  13,180,000
Permits & Fees: Allow                        $   1,500,000
Pre-Development:                             $     750,000
                                             -------------------
Total Soft Costs                             $  15,430,000


<PAGE>

<TABLE>
<S>     <C>
                                                          Kierland Crossing
                                                             Hard Costs
                                                             ----------

       Description                      Quantity     Unit        Unit/$           Total/$                   Comments
------------------------------------------------------------------------------------------------------------------------------------
Onsite Work/Demolition: 28.61 Acres
------------------------------------------------------------------------------------------------------------------------------------
Grading                                 1,200,000     SF       $     0.75      $    900,000         29 acres (Actual 28.61 acres)
New/Relocated Utilities                     1         LS       $  500,000      $    500,000         Allowance.
Franchise Utilities                         1         LS       $  500,000      $    500,000         Allowance.
Stormwater Management                       1         LS       $  250,000      $    250,000
Entrances                                   7        Each      $  150,000      $  1,050,000
Plaza/Road Areas                         210,000      SF       $       30      $  6,300,000
Surface Parking                            162      Space      $    2,000      $    324,000
Landscaping                                 1         LS       $  500,000      $    500,000         Allowance.
Water Feature                               1        Each      $  500,000      $    500,000         On GL Plaza.
Entrance Signs                              7        Each      $  100,000      $    700,000

Subtotal                                                                       $ 11,524,000
GC's/GR's/Bonds/Insurance/Fees: 15%                                            $  1,728,600
                                                                              ------------------
Site Work Subtotal                                                             $ 13,252,600         $463,215/Acre (excluding site
                                                                                                    demolition)


------------------------------------------------------------------------------------------------------------------------------------
Structured Parking: 2,792 Spaces
------------------------------------------------------------------------------------------------------------------------------------
Below Grade                               2,792     Space      $   13,500      $ 37,692,000         Structural Concrete/B1, B2, GL
Above Grade                                326      Space      $   12,000      $  3,912,000         Pre-Cast/L2, L3

Subtotal                                                                       $ 41,604,000
GC's/GR's/Bonds/Insurance/Fees: 15%                                            $  6,240,600
                                                                              ------------------
Structured Parking Subtotal                                                    $ 47,844,600

<PAGE>

------------------------------------------------------------------------------------------------------------------------------------
Buildings
------------------------------------------------------------------------------------------------------------------------------------
Retail                                   209,249      SF       $     100       $ 20,924,900         Excludes retail  associated with
                                                                                                    residential. Cold dark shell
                                                                                                    with facade/excluding storefront
Retail Condo                             82,100       SF       $     181       $ 14,860,100
Restaurants                              63,000       SF       $     100       $  6,300,000         Cold dark shell with facade/
                                                                                                    excluding storefront.
Office                                   268,130      SF       $     100       $ 26,813,000         Cold dark shell only.  Excludes:
                                                                                                    TI/ Allowances.
Theater                                  25,000       SF       $     125       $  3,125,000

Subtotal Buildings                                                             $ 72,023,000

------------------------------------------------------------------------------------------------------------------------------------
Leasing Commissions and Tenant Allowance
------------------------------------------------------------------------------------------------------------------------------------
Leasing Commissions                                                            $  7,485,451
Tenant Allowance                                                               $ 31,502,000

Subtotal Leasing Commissions and Tenant Allowance                              $ 38,987,451

------------------------------------------------------------------------------------------------------------------------------------

Subtotal (Cost of Work):                                                       $172,107,651
Contingency                                                                    $  9,975,717
Escalation: 2 1/2 years @ 4% YR                                                $ 11,976,685
                                                                              -----------------

                                                                               $194,060,053

Total Hard Costs                                                               $194,100,000
</TABLE>
<PAGE>

                                    EXHIBIT C
                                    ---------

                        CONSTRUCTION MANAGEMENT AGREEMENT
                                       for
                            Limited Liability Company



                                       C-1
<PAGE>

                                    EXHIBIT D
                                    ---------

                              MANAGEMENT AGREEMENT
                                       for
                            Limited Liability Company




                                       D-1
<PAGE>

                                    EXHIBIT E

                         SCHEDULE OF QUALIFIED MANAGERS
                         ------------------------------

1.   Alvin J. Wolff Management Company

2.   The Macerich Company

3.   Simon Property Group, L.P.

4.   General Growth Properties, Inc.

5.   Jones Lang LaSalle Incorporated



                                       E-1
<PAGE>

                                    EXHIBIT F
                                    ---------

                           PURCHASE AND SALE AGREEMENT





                                       F-1
<PAGE>

                                    EXHIBIT G

                                DEVELOPMENT PLAN



                                 (See attached)




                                       G-1
<PAGE>

                                PRELIMINARY DRAFT

Kierland Crossing
Lifestyle Center
Scottsdale, AZ

<TABLE>
<S>     <C>
------------------------------------------------------------------------------------------------------
Project Summary to the Venture
------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------
Initial Projected Stabilized NOI (After Debt)*                            $   3,969,121      $   6.00
Initial Projected Stabilized NOI (Before Debt)*                           $  16,166,486      $  24.44

Projected Investment (Levered)                                            $  42,383,716      $  64.07
Projected Investment (Unlevered)                                          $ 211,918,579      $ 320.37

Projected IRR (8 year hold)                                                      14.62%

Initial Cash on Cash Return (Levered)                                             9.36%
Initial Cash on Cash Return - Total Const. Costs w/o carry (Unlevered)            7.63%
Initial Cash on Cash Return - Total Const. Costs w/ carry (Unlevered)             6.75%
------------------------------------------------------------------------------------------------------
* Includes Annual Ground Lease Payments
</TABLE>

Assumptions
-----------
     o    Retail 223,249 SF.
          o    $45/SF for Rent.
          o    $100/SF for cold dark shell.
          o    $50 for TI's.
     o    Retail 82,100 SF.
          o    $45/SF for Rent.
          o    $181/SF for warm dark shell.
          o    $50 for TI's.
     o    Office 268,130 SF.
          o    $25/SF NNN for Rent.
          o    $100/SF for cold dark shell.
          o    $35 for TI's.
     o    Restaurant 63,000 SF.
          o    $45/SF for Rent.
          o    $100/SF for cold dark shell.
          o    $100 for TI's.
     o    Theater 25,000 SF.
          o    $45/SF for Rent.
          o    $125/SF for cold dark shell.
          o    $50 for TI's.
     o    Rent for Small shops, major retail, restaurants, and theater are shown
          as a blended rate of $45/SF.
     o    $463,215/acre for site work.
     o    Initial Annual ground lease expense of $5.3 million.
          o    Four years prepaid.
          o    Annual rent bumps of 1.5% years 2-10, 1.75% years 11-15, and
               1.875% years 16-20, and 2% thereafter.
     o    80% LTV construction loan @ 200bp over LIBOR (7.13%).
     o    68% LTV @ 6.5%, 30 yr amortization at stabilization.
     o    Average Term of 8 years used for Initial Retail Leasing Commission.
     o    Cost Escalation of 4% over 2.5 years included ($11.9 million).
     o    Contingency of 5% ($10 million) of construction costs.
     o    3% annual growth in minimum base rent.
     o    Vacancy Rate of 5% of revenue.
     o    Recoveries and CAM recovered at 90%.
     o    Exit cap rate for IRR calculation 7.00%.


                                       G-1
<PAGE>


               KIERLAND CROSSING PRELIMINARY CONSTRUCTION SCHEDULE
               ---------------------------------------------------


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