<PAGE>

                                                                    EXHIBIT 10.3

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         This Membership Interest Purchase Agreement (this "Agreement") is made
by and between HIG Mall, LLC, a Florida limited liability company (the
"Seller"), and Glimcher Properties Limited Partnership, a Delaware limited
partnership, (the "Purchaser"), to be effective as of the last date of execution
of this Agreement by Seller and Purchaser (the "Effective Date"). Charlotte
Eastland Mall, LLC, a Delaware limited liability company (the "Company") has
also agreed to execute this Agreement to evidence those obligations imposed upon
the Company by the terms of this Agreement. Flagler Title Company, 1897 Palm
Beach Lakes Boulevard, Suite 125, West Palm Beach, Florida 33409 ("Flagler" or
the "Escrow Agent") shall also execute the Consent attached to this Agreement
wherein it agrees to serve as the escrow and closing agent on the terms and
subject to the conditions set forth in this Agreement.

                                    RECITALS
                                    --------

         A.       The Seller is a member of the Company, owning an eighty
                  percent (80.0%) limited liability company membership interest
                  in the Company. The Company's two other members,
                  (collectively, the "Members", or singularly, a "Member") are
                  Glimcher Eastland, Inc., a Delaware corporation ("Glimcher
                  Eastland") which is the Managing Member and owns a one percent
                  (1.0%) limited liability company membership interest, and the
                  other Member being the Purchaser which owns a nineteen percent
                  (19.0%) limited liability company membership interest. The
                  Seller, the Purchaser and Glimcher Eastland are the three and
                  only Members of the Company. The Company was formed pursuant
                  to a certain Operating Agreement, dated September 27, 2001, as
                  amended by the First Amendment to Operating Agreement, dated
                  September 27, 2001 (collectively, the "Operating Agreement").

         B.       The Purchaser desires to purchase and the Seller desires to
                  sell, Seller's eighty percent (80.0%) limited liability
                  company membership interest ("Interest") in the Company on the
                  terms and subject to the conditions set forth in this
                  Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
promises contained herein, the sufficiency of which is hereby acknowledged, the
parties, intending to be legally bound, agree as follows.

1.       Purchase and Sale of Membership Interest. On the terms and subject to
         the conditions of this Agreement, the Purchaser agrees to purchase from
         the Seller, and the Seller agrees to sell to the Purchaser, the
         Interest for the price and on the terms set forth in this Agreement.
         The transfer (the "Transfer") of the Interest shall be completed by the
         execution of the Assignment of Membership Agreement (the "Assignment
         Agreement") attached hereto as Exhibit A, and such Transfer shall be
         effective upon the Closing Date (as that term is defined in Section 3
         below).

2.       Purchase Price. The purchase price for the Interest shall be Four
         Million Seven Hundred Fifty Thousand Dollars ($4,750,000.00) as
         adjusted as specifically provided in Section 5A of this Agreement (the
         "Purchase Price").

<PAGE>

3.       Payment Terms. Simultaneously with the closing (the "Closing" or the
         "Closing Date") of the purchase and sale of the Interest, the Purchase
         Price shall be paid by the Purchaser to the Seller in immediately
         available federal funds.

4.       Lender Consents.

         a.       Conditions Precedent to Closing. The Company is the owner of
                  the regional shopping center operated as "Eastland Mall" in
                  Charlotte, Mecklenburg County, North Carolina, ("the Mall").
                  The fee title estate (the "Mall Land") to the Mall is subject
                  to a series of loan documents (collectively, the "Loan
                  Documents") originally dated as of August 11, 1998. The Loan
                  Documents evidence a certain loan (the "Loan") which is
                  identified as loan no. 400031904 by the current lender
                  ("Lender"), LaSalle National Bank Association, trustee for
                  CAPCO America Securitization Corporation Commercial Mortgage
                  Pass-Through Certificates, Series 1998-D7. Prior to the
                  Closing of this Agreement, the Lender must consent to the
                  Transfer. The Lender's consent is coordinated through CapMark
                  Services, L.P. ("CapMark") which is the servicer ("Loan
                  Servicer") of the Loan. One component of receiving the
                  Lender's consent is obtaining the necessary "no downgrade
                  letters" from the applicable rating agencies (collectively the
                  "Rating Agencies") which rate the Loan which was securitized.
                  The Seller's obligation to sell, and the Purchaser's
                  obligation to purchase the Interest, is subject to obtaining
                  all necessary consents from the Lender, Loan Servicer, and/or
                  the Rating Agencies (all of which consents are collectively
                  referred herein as the "Lender Consents") as are required
                  under the Loan Documents and all other documents to which the
                  Loan has been made subject to by the Lender in connection with
                  the securitization of the Loan. Obtaining the Lender Consents
                  and the payment of the Purchase Price are the sole condition
                  precedents to the Closing of the Transfer, but the parties
                  acknowledge and recognize that each of them is otherwise
                  obligated to comply with all of their respective obligations
                  set forth in this Agreement. The Purchaser agrees to prepare
                  and process all documents and agreements, (collectively, the
                  "Transfer Approval Documents") with the Loan Servicer, the
                  Lender and the Rating Agencies necessary to obtain all such
                  Lender Consents, and Purchaser agrees to use commercially
                  reasonable efforts to obtain the Lender Consents as
                  expeditiously as possible, using commercially reasonable
                  efforts to obtain all of same. Seller shall have the right to
                  approve all Transfer Approval Documents which require its
                  signature, and Seller agrees to act in a commercially
                  reasonable manner in negotiating the content of all Transfer
                  Approval Documents which it must sign, and further agrees to
                  use commercially reasonable efforts to expeditiously finalize
                  and execute all such Transfer Approval Documents. Provided,
                  however, it is specifically acknowledged that Seller shall not
                  be required to pay any amounts other than its own counsel fees
                  associated with the review and negotiation of the Transfer
                  Approval Documents, and Seller shall not be required to
                  consent to any Transfer Approval Document that provides for
                  the imposition of any charge against or payment by or on
                  behalf of the Company that would change the cash that would
                  have otherwise been distributable to Seller relating to its
                  Interest up to the Closing Date. No Transfer Approval
                  Documents shall contain terms and conditions which are
                  inconsistent with the terms of this Agreement. Neither
                  Purchaser nor Seller shall be in default under the terms of
                  this

<PAGE>

                  Agreement if the Lender Consents are not obtained,
                  notwithstanding the respective commercially reasonable efforts
                  of Purchaser and Seller to obtain same prior to the Escrow
                  Termination Date (as that term is defined in Section 5C of
                  this Agreement). Purchaser and Seller shall each pay their own
                  respective legal fees incurred in connection with obtaining
                  the Lender Consents and in reviewing any and all documents
                  submitted in connection therewith. Purchaser shall pay the
                  processing fees, costs and expenses charged by or on behalf of
                  the Lender, CapMark, the Rating Agencies in connection with
                  approving the Transfer and obtaining the required Lender
                  Consents, including without limitation, the costs and expenses
                  associated with the preparation and processing of the Transfer
                  Approval Documents.

         b.       Procedure with Respect to Lender Consents. Purchaser agrees to
                  provide copies of the Transfer Approval Documents to Seller,
                  and will request CapMark, which processes all such Transfer
                  Approval Documents, to copy Seller on all correspondence and
                  other documents which CapMark sends, or causes to be sent, to
                  the Purchaser. Except, however, the Purchaser may redact
                  financially sensitive information related solely to the
                  Purchaser contained in any Transfer Approval Documents or in
                  any of the Purchaser's correspondence relating to such
                  Transfer Approval Documents.

5A.      Proration of Distributable Cash and Real Estate Tax and Insurance
         Subaccounts under Loan Documents. The parties agree as follows with
         respect to the proration of distributions under the Operating Agreement
         and the liabilities for ad valorem real estate taxes ("Taxes") and
         insurance premiums ("Insurance Premiums") due for the policies
         (collectively, the "Policies") of insurance required to be maintained
         under the Loan Documents:

         (i)      Distributable Cash. On the eleventh (11th) day of each month,
                  the Company has made a distribution to its Members of the
                  Member's respective Percentage Interest (as defined in the
                  Operating Agreement) of the Company's Distributable Cash (as
                  defined in the Operating Agreement) for the prior thirty (30)
                  day period (the "Prior Period") ending on and including the
                  tenth (10th) day of the month in which distribution occurs,
                  and the Company shall continue to do so pursuant to the
                  provisions of the Operating Agreement. Distributable Cash
                  shall be prorated to the Closing Date such that Seller's
                  eighty percent (80%) share (the "Seller's Share") attributable
                  to the period up to and ending on the day prior to the Closing
                  Date (which date shall be hereinafter referred to as the
                  "Proration Date") shall be paid to the Seller. The proration
                  of the Distributable Cash shall be calculated by the Company,
                  and the Company shall report the prorated numbers to the
                  Seller using the same documents, detail and format used by the
                  Company historically in preparing and distributing the normal
                  monthly statements to the Members relating to the monthly
                  distributions of Distributable Cash. In the event the Escrow
                  Termination Date occurs and the Closing does not,
                  Distributable Cash shall not be prorated for the month in
                  which the Escrow Termination Date occurs, and Distributable
                  Cash shall continue to be distributed to the Members pursuant
                  to the provisions of the Operating Agreement. If the Closing
                  does occur, then as soon as practical after the Closing, the
                  Company shall prepare a true-up report (the "True-Up Report")
                  for the period commencing on January 1, 2003 and extending
                  through the Proration Date. The True-Up Report shall be
                  generated due to the fact that the Distributable Cash

<PAGE>

                  actually distributed to the Members for calendar year 2003 up
                  through the Proration Date may in part be based upon budgeted,
                  rather than actual expenses, and the True-Up Report shall be
                  based upon the actual expenses accrued through the Proration
                  Date (the "Actual Expenses"). The True-Up Report shall
                  reconcile the differences, if any, between the Distributable
                  Cash actually distributed and the amount of Distributable Cash
                  which should be distributed based upon the Actual Expenses.
                  The Company shall use commercially reasonable efforts to
                  prepare and distribute the True-Up Report to the Seller within
                  not greater than sixty (60) days after the Closing Date. The
                  True-Up Report shall also contain a reasonable level of
                  back-up detail to substantiate the numbers reflected on the
                  True-Up Report. The Seller shall review the True-Up Report and
                  notify the Company within ten (10) days after receipt (the
                  "True-Up Review Period") of the True-Up Report if it has
                  objections (the "Seller's True-Up Objection Notice"), and if
                  it does, providing detailed reasons and explanations
                  supporting the Seller's objections. Within not greater than
                  thirty (30) days after receipt of the Seller's True-Up
                  Objection Notice, the Company shall deliver a response (the
                  "Company True-Up Response") responding to the Seller's True-Up
                  Objection Notice, providing a detailed response and a
                  reasonable level of backup detail; or, if no Company True-Up
                  Response is delivered timely by the Company, the Seller's
                  True-Up Objection Notice shall be deemed accepted by the
                  Company. If the Seller does not timely send the Company a
                  True-Up Objection Notice, then the Company shall pay the
                  Seller the Seller's Share of the Distributable Cash, if any,
                  due the Seller as reflected on the True-Up Report within two
                  (2) business days after the expiration of the True-Up Review
                  Period. If the Seller does timely deliver a True-Up Objection
                  Notice to the Company, then the Company shall pay the Seller
                  the Seller's Share of the Distributable Cash, if any, due to
                  the Seller as reflected on the Company True-Up Response
                  simultaneously with the delivery of the Company True-Up
                  Response (or, if no Company True-Up Response is delivered
                  within the applicable time period, then the Company shall pay
                  the Seller the Seller's Share of the Distributable Cash, if
                  any, due to the Seller as reflected on the Seller's True-Up
                  Objection Notice within five (5) business days after the
                  expiration of the True-Up Review Period). The delivery of the
                  True-Up Report or the Company True-Up Response, as applicable,
                  or if there are payments due, then the payments due under the
                  respective True-Up Report or Company True-Up Response, as
                  applicable, shall be the final and definitive reconciliation
                  of all amounts due to the Seller arising directly or
                  indirectly, as a result of Seller's being a Member of the
                  Company, a former co-leasing agent under the Management
                  Agreement, or for whatever reason relating to the ownership of
                  the Mall.

         (ii)     Proration of Taxes and Insurance Premiums. The parties agree
                  that the liabilities for Taxes and Insurance Premiums shall be
                  prorated through the Proration Date so that the Seller's Share
                  of the liability (i) for Taxes due to the applicable
                  governmental jurisdiction, and (ii) for Insurance Premiums due
                  under the Policies, will be determined on an accrual basis
                  through the Proration Date. The parties acknowledge that under
                  the terms of the Loan Documents, the Deposit Bank (as defined
                  in the Loan Documents) maintains a separate account (a
                  "Subaccount") into which Taxes and Insurance Premiums are paid
                  by the Company, but no amounts will be withdrawn from the
                  Deposit Bank's Subaccount, and the proration of Taxes and

<PAGE>

                  Insurance Premiums will be reconciled between the Purchaser
                  and the Seller, based upon Seller's Share of the liability for
                  both of said amounts prorated through the Proration Date, and
                  such amounts shall be reflected on the Closing Settlement
                  Statement (as defined and referenced in Section 5C of this
                  Agreement), with the Purchase Price being adjusted
                  accordingly, and paid at the Closing as required by Section 3
                  of this Agreement. Except for the proration of Taxes and
                  Insurance Premiums as set forth above, no other items escrowed
                  under any other Subaccounts under the Loan Documents shall be
                  subject to proration.

5B.      Operation of Company Prior to Closing Date. From the Effective Date to
         the Closing Date, the Seller's Interest shall be treated for all
         purposes as the property of the Seller, and the Purchaser shall have no
         rights whatsoever with respect to such Interest. The provisions of the
         Management Agreement and the Operating Agreement shall continue to
         remain in effect; provided, however, that all parties to the Management
         Agreement shall sign the Consent and Amendment to the Management
         Agreement (the "Management Agreement Amendment") attached to this
         Agreement as Exhibit C to be effective as of the Effective Date, but
         only if the Closing does not occur, which Consent and Amendment shall
         provide as follows:

         (i)      The current term of the Management Agreement expires on
                  September 27, 2003, and that term is automatically renewed for
                  an additional one year term unless one of the parties to the
                  Management Agreement notifies (the "Management Agreement
                  Termination Notice") the other parties that it elects not to
                  have the then current term of the Management Agreement be
                  extended. The Management Agreement Termination Notice must be
                  given by not later than July 28, 2003 (the "MA Termination
                  Date"). If the Closing has not occurred prior to the MA
                  Termination Date, the parties agree and acknowledge that the
                  Management Agreement Amendment will provide that the
                  Management Agreement Termination Notice may be given at any
                  time after July 28, 2003 so as to terminate the Management
                  Agreement as of the date which is thirty (30) days after the
                  date that the Management Agreement Termination Notice is
                  received by the Manager; and,

         (ii)     During the period from the Effective Date through and
                  including the Closing Date, no payments shall be due the
                  Seller in its capacity as co-leasing agent under the
                  Management Agreement, but that if the Closing does not occur,
                  all amounts due to Seller in its capacity as co-leasing agent
                  under the Management Agreement from the period from the
                  Effective Date through the Escrow Termination Date shall be
                  paid to the Seller within ten (10) days after the Escrow
                  Termination Date.

         If the Closing does occur, then consistent with the terms of this
         Agreement, HIG acknowledges and recognizes that it shall no longer be a
         signatory to, or have any rights or responsibilities under, the
         Management Agreement. Accordingly, effective as of the Closing, but
         only if the Closing does, in fact, occur, HIG hereby consents and
         authorizes the Company, the Purchaser and Glimcher Eastland to cause
         the Management Agreement to be amended and restated to contain such
         terms as determined by the Company, the Purchaser and Glimcher Eastland
         in their sole and absolute discretion. The rights contained in this
         last paragraph (all provisions contained after subsection (ii) above),
         shall survive the Closing.

<PAGE>

5C.      Closing. The Closing shall occur after the Purchaser has been notified
         by the Loan Servicer that the requisite Lender Consents have been
         obtained and that the Transfer has been approved ("Lender Approval
         Notice") according to the schedule set forth in this Section 5C. Upon
         receipt of the Lender Approval Notice, Purchaser shall deliver a copy
         of same to the Seller if CapMark failed to do so, and Purchaser shall
         send a written notice ("Closing Notice") to the Seller and the Escrow
         Agent requesting that the Escrow Agent prepare the closing settlement
         statement (the "Closing Settlement Statement") which shall set forth
         the proration for Taxes and Insurance Premiums as set forth in Section
         5A(ii) above, but said Closing Settlement Statement shall reflect no
         other adjustments or charges, and it shall be sent to the Seller and
         the Purchaser within two (2) business days after Escrow Agent's receipt
         of the Closing Notice via telecopier transmission to all applicable
         persons specified in Section 14 below ("Telecopier Delivery").
         Purchaser and Seller shall review the Closing Settlement Statement and
         send via Telecopier Delivery any objections to the Escrow Agent within
         two (2) business days after receipt of the Closing Settlement
         Statement. Any objections shall provide detailed reasons and
         explanations supporting the objections. If no objections are received
         by the Escrow Agent within the aforesaid two (2) business day period,
         then the Purchaser and Seller shall execute the Closing Settlement
         Statement and deliver it to the Escrow Agent via Telecopier Delivery. A
         party's failure to object and to sign and deliver the Closing
         Settlement Statement via Telecopier Delivery to the Escrow Agent, shall
         constitute a deemed approval by such party to the Closing Settlement
         Statement. If any objections are received by the Escrow Agent, the
         parties shall use commercially reasonable efforts to resolve the
         dispute between the parties and shall notify the Escrow Agent in a
         writing signed by both the Purchaser and the Seller upon resolution of
         such dispute. Within one (1) business day after the Closing Settlement
         Statement is either executed by, or deemed to have been executed by,
         both the Purchaser and the Seller (or the earliest date on which a
         party that had objected notifies the Escrow Agent in writing of the
         withdrawal of such objection, or the Purchaser and Seller notify the
         Escrow Agent in a writing signed by both of them that they have reached
         agreement regarding such dispute), the Purchaser shall wire transfer
         the Purchase Price to the Escrow Agent, and such wired funds shall be
         disbursed by the Escrow Agent pursuant to the terms of the Closing
         Settlement Statement on the date that the wired funds are sent to the
         Escrow Agent, if commercially possible, and if not, then immediately on
         the next business day. Simultaneously with the disbursement of the
         Purchase Price, the Escrow Agent shall undertake its obligations as
         described in Sections 6 through 8 of this Agreement. Provided however,
         if the Lender Approval Notice has not been given and the Closing
         Settlement Statement has not been executed or deemed to have been
         approved (or otherwise agreed upon) as provided above by both the
         Seller and Purchaser, all on or before August 29, 2003 (the "Escrow
         Termination Date"), then unless the parties agree in writing to extend
         the Escrow Termination Date, this Agreement shall terminate and the
         penultimate sentence of Section 8 of this Agreement shall control with
         respect to the Closing Documents and the respective obligations of the
         parties hereto.

6.       Escrow Closing. Simultaneously with the execution of this Agreement,
         the Purchaser and Seller shall execute all of the documents
         (collectively, the "Initial Escrowed Closing Documents") identified in
         Section 7(a) of this Agreement, and deliver all such executed Initial
         Escrowed Closing Documents with counterpart signatures to Flagler. Four
         sets of each Initial Escrowed Closing Document shall be executed by
         each respective signatory.

<PAGE>

         Flagler shall hold the Initial Escrowed Closing Documents in escrow and
         disburse them according to the terms of this Agreement.

7.       Identification of Closing Documents.

         a.       Initial Escrowed Closing Documents. In addition to the Initial
                  Escrowed Closing Documents, the parties further acknowledge
                  and recognize that there may be other documents, as identified
                  in Section 7(b) below (collectively, the "Subsequent Escrowed
                  Closing Documents") which will be required to be tendered to
                  the Escrow Agent after the execution of this Agreement. The
                  Initial Escrow Closing Documents and the Subsequent Escrowed
                  Closing Documents are collectively referred to in this
                  Agreement as the "Closing Documents". The Initial Escrowed
                  Closing Documents shall include the following:

<TABLE>
<CAPTION>
                                     Parties Required to Sign             Referred to in
Title of Closing Document                 or  Deliver                  Section of Agreement
--------------------------           ------------------------          --------------------
<S>                                  <C>                               <C>
(i)  Assignment Agreement              Purchaser and Seller              1 and Exhibit A

(ii) Intentionally Deleted

(iii)Settlement Agreement                                                9 and Exhibit B-1

(iv) Joint Dismissal Entry             Litigation counsel for            9 and Exhibit B-2
                                       Purchaser and Seller

(v) Management Agreement               All current signatories to        5B and Exhibit C
    Amendment                          Management Agreement
</TABLE>

         b.       Subsequent Escrowed Closing Documents. With respect to the
                  following documents, only one (1) original of the documents
                  identified in subsections (i), (iii) and (iv) shall be
                  delivered to the Escrow Agent. With respect to the Closing
                  Settlement Statement, two (2) originals shall be delivered by
                  each of Seller and Purchaser, and the Closing Settlement
                  Statement shall be executed in counterpart. The Subsequent
                  Escrowed Closing Documents shall include the following:

<TABLE>
<CAPTION>
                                            Parties Required to Sign            Referred to in
Title of Closing Document                         or Deliver                 Section of Agreement
---------------------------------           ------------------------         --------------------
<S>                                         <C>                              <C>
(i)   Good Standing Certificates             Purchaser and Seller
      issued by applicable                                                    Sections 10(a)(v)
      Secretaries of State                                                      and 10(b)(iii)

(ii)  Purchase Price                         Purchaser                                2

(iii) True-Up Report                         Company                                 5A(i)

(iv)  Company's True-Up Response,            Company                                 5A(i)
      if applicable
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                         <C>
(v) Such other documents as                As applicable               12
    are necessary to consummate the
    Transfer, including without
    limitation, the Closing
    Settlement Statement
</TABLE>

         c.       Dating of Closing Documents. The Escrow Agent shall complete
                  the date for each Closing Document, which date shall be the
                  Closing Date. Provided, however, if the Escrow Termination
                  Date occurs prior to receiving the Lender Consents, then the
                  Closing Documents shall not be dated and the Escrow Agent
                  shall undertake the actions set forth in the penultimate
                  sentence of Section 8 of this Agreement.

8.       Disbursement of Closing Documents and Payment of the Purchase Price. It
         shall be the responsibility of Flagler to serve as the escrow and
         closing agent under the terms of this Agreement, and Flagler hereby
         acknowledges that it will not require the parties to execute a separate
         escrow agreement. Flagler agrees to accept receipt of the Closing
         Documents and disburse them according to the terms of this Agreement.
         If the Closing occurs, the Purchaser shall wire transfer the Purchase
         Price to Flagler, and Flagler shall make all disbursements according to
         the Closing Settlement Statement. If the Closing occurs, Flagler shall
         distribute the Closing Documents as follows: (a) the four originals of
         the Assignment Agreement shall be distributed to the Purchaser, and the
         Seller shall receive one copy of such document; (b) two originals of
         all other Initial Escrowed Closing Documents, the True-Up Report, the
         Closing Settlement Statement, and any other documents executed by the
         parties and tendered into escrow pursuant to Section 7(b)(v) shall be
         delivered to each of the Purchaser and the Seller; and, (c) Purchaser's
         good standing certificates shall be delivered to the Seller, and the
         Seller's good standing certificates shall be delivered to the
         Purchaser. If the Lender Consents are not obtained by the Escrow
         Termination Date, and if the parties have not otherwise agreed in
         writing to extend the Escrow Termination Date, then either Purchaser or
         Seller shall so notify Flagler, and Flagler shall destroy all Closing
         Documents, and all the parties to this Agreement shall be released from
         any and all obligations set forth in this Agreement, or set forth in
         any of the Closing Documents. Provided, however, under the
         circumstances set forth in the immediately preceding sentence, (y) any
         cause of action relating to the failure of either the Purchaser or the
         Seller, as the case may be, to perform their respective obligations set
         forth in this Agreement prior to the Escrow Termination Date, and (z)
         the Management Agreement Amendment shall survive the termination of
         this Agreement.

9.       Agreement Relating to Collateral Documents. Seller is a party to both
         the Company's Operating Agreement, as well as to a certain Shopping
         Center Management and Leasing Agreement dated September 27, 2001
         ("Management Agreement"). The parties hereby confirm and ratify that in
         the event the Closing of the Transfer occurs, then from and after the
         Closing Date, the Seller shall have no rights of whatever nature or
         kind, nor any obligations of whatever nature or kind, under either the
         Management Agreement or the

<PAGE>

         Operating Agreement (other than the Seller's right to indemnification
         by the Company pursuant to Section 4.10 of the Operating Agreement, as
         provided in Section 17 of this Agreement. The parties shall further
         execute and deliver as one of the Initial Escrowed Closing Documents,
         both the Settlement Agreement (the "Settlement Agreement") and the
         Joint Stipulated Dismissal Entry (the "Joint Dismissal Entry") attached
         as Exhibit A to the Settlement Agreement, each of which documents are
         attached to this Agreement respectively as Exhibit B-1 and B-2.

10.      Representations and Warranties.

         (a)      Seller's Representations and Warranties. Seller hereby
                  represents and warrants to the Purchaser as of the Effective
                  Date and again as of the Closing Date as follows:

                  (i)      that it has good and marketable title to the
                           Interest, free and clear of any lien, pledge,
                           security interest, claim, option, agreement,
                           encumbrance or other restriction of whatever nature
                           or kind, except as may be imposed by the Loan
                           Documents;

                  (ii)     that it has not previously transferred any part of
                           the Interest sold under the terms of this Agreement;

                  (iii)    that it has the full and complete right and power to
                           make the Transfer contemplated by this Agreement;

                  (iv)     both the execution and delivery of this Agreement by
                           the Seller and by the undersigned signatory on behalf
                           of the Seller, and the performance of all obligations
                           and delivery of all Closing Documents, have been duly
                           and properly authorized by all proper, legal and duly
                           authorized actions;

                  (v)      the Seller is a limited liability company in good
                           standing under the laws of the State of Florida, and
                           that each of its constituent members, as applicable,
                           are in good standing, have the right and power to
                           authorize the Seller to enter into this Agreement,
                           and that all such actions have been duly and properly
                           authorized by all proper, legal and duly authorized
                           actions. The Seller shall order and tender to Flagler
                           for distribution to Purchaser at the Closing, a good
                           standing certificate issued by the Florida secretary
                           of state to confirm that the Seller is in good
                           standing under the laws of the State of Florida. The
                           tender of such good standing certificate shall in no
                           way release or excuse Seller from the
                           representations, warranties and obligations contained
                           in the first sentence of this Section 10(a)(v).

                  (vi)     except for the Lender Consents, no other consents
                           from any person, entity, lender or other third party
                           of whatever nature or kind are required in order to
                           enter into this Agreement and perform all of its
                           obligations hereunder;

         (b)      Purchaser's Representations and Warranties. Purchaser hereby
                  represents and warrants to the Seller as of the Effective Date
                  and again as of the Closing as follows:

                  (i)      that it has the full and complete right and power to
                           accept the Transfer contemplated by this Agreement;

<PAGE>

                  (ii)     both the execution and delivery of this Agreement by
                           the Purchaser and by the undersigned signatory on
                           behalf of the Purchaser, and the performance of all
                           obligations and delivery of all Closing Documents,
                           have been duly and properly authorized by all proper,
                           legal and duly authorized actions;

                  (iii)    the Purchaser is a limited liability company in good
                           standing under the laws of the State of Delaware, and
                           that each of its constituent members, as applicable,
                           are in good standing, have the right and power to
                           authorize the Purchaser to enter into this Agreement,
                           and that all such actions have been duly and properly
                           authorized by all proper, legal and duly authorized
                           actions. The Purchaser shall order and tender to
                           Flagler for distribution to Seller at the Closing, a
                           good standing certificate issued by the Delaware
                           Secretary of State to confirm that the Purchaser is
                           in good standing under the laws of the State of
                           Delaware. The tender of such good standing
                           certificate shall in no way release or excuse
                           Purchaser from the representations, warranties and
                           obligations contained in the first sentence of this
                           Section 10(b)(iii).

                  (iv)     except for the Lender Consents, no other consents
                           from any person, entity, lender or other third party
                           of whatever nature or kind are required in order to
                           enter into this Agreement and perform all of its
                           obligations hereunder;

                  (v)      that it has good and marketable title to the interest
                           the Purchaser owns in the Company, free and clear of
                           any lien, pledge, security interest, claim, option,
                           agreement, encumbrance or other restriction of
                           whatever nature or kind, except as may be imposed by
                           the Loan Documents.

         The representations and warranties set forth in this Section 10 shall
         survive the Closing, and all same shall be true and accurate in all
         material respects as of the Effective Date as well as of the date of
         the Closing, without the necessity of signing any updated certificate
         or other document reconfirming all said representations and warranties
         as of the date of the Closing.

11.      Intentionally Deleted.

12.      Further Assurances. The parties agree to execute and deliver such
         instruments and take such further actions as another party may, from
         time to time, reasonably request and are reasonably required in order
         to effectuate the purposes and to carry out the terms of this
         Agreement.

13.      Broker Fees. Each party hereby represents and warrants to the other
         that it has dealt with no broker, investment broker or agent in
         connection with the transactions contemplated hereby and that no
         commission, finders' fees or other such payments are due any such
         person. Purchaser and Seller shall indemnify, defend (with counsel
         satisfactory to the indemnified party) and agree to hold the other
         harmless from and against any and all loss, liability, cost or expense
         (including without limitations, court costs and reasonable attorneys'
         fees and expenses) that the one may suffer or sustain should the
         foregoing representations and warranties of the other prove inaccurate.
         The foregoing indemnity shall survive the Closing and/or any
         termination of this Agreement.

14.      Notice Addresses. Any notice required or permitted by or in connection
         with the

<PAGE>

         Agreement, without implying the obligation to provide any such notice,
         shall be in writing sent to the appropriate addresses set forth below
         or to such other addresses as may be hereafter specified by written
         notice by Seller or Purchaser. Any such notice shall be deemed to be
         effective (a) one (1) day after deposit if sent by a nationally
         recognized overnight courier service, or (b) two (2) days after deposit
         if sent by the U.S. Postal Service, postage prepaid, certified, return
         receipt requested, or (c) upon receipt if hand delivered or sent by
         facsimile with the sender retaining the facsimile confirmation to prove
         delivery.

         (a)      If to Seller:

                  HIG Mall, LLC
                  3421 North Lakeview Drive
                  Tampa, Florida 33618
                  Attn: David Wu
                  Fax No.: (813) 864-2222

                  With a copy to:

                  Trenam Kemker
                  Bank of America Tower
                  One Progress Plaza
                  Suite 1230
                  St. Petersburg, FL 33701
                  Attn: Charles M. Harris, Esq.
                  Fax No.: (727) 820-0835

         (b)      If to the Purchaser:

                  Glimcher Properties Limited Partnership
                  20 South Third Street
                  Columbus, Ohio 43215
                  Attn: George A. Schmidt, Esq.
                  Fax No: (614) 621-8863

                  With a copy to:

                  Frost Brown Todd LLC
                  One Columbus - Suite 1000
                  10 West Broad Street
                  Columbus, Ohio 43215
                  Attn: John I. Cadwallader, Esq.
                  Fax No: (614) 464-1737

         (c)      If to Flagler:

                  Flagler Title Company
                  1897 Palm Beach Lakes Boulevard
                  Suite 125

<PAGE>

                  West Palm Beach, Florida 33409
                  Attn: Peggy Gamblin
                  Fax No.: (561) 686-8355

15.      Choice of Law. The laws of the State of Delaware shall govern the
         rights and obligations of the parties to this Agreement, and the
         interpretation and construction and enforceability thereof, and any and
         all issues relating to the transactions contemplated herein.

16.      Miscellaneous. This Agreement may be changed, waived or amended only in
         an agreement signed by all parties to this Agreement. Except as
         specifically provided herein, this Agreement contains the entire
         understanding between the parties relating to the subject matter
         hereof, and it supersedes any and all prior oral or written
         understandings or agreements relating to any such matters. This
         Agreement shall be binding upon and inure to the benefit of the parties
         hereto, and their successors, assigns, heirs and personal
         representatives, as applicable. The captions of the several sections of
         this Agreement are not a part hereof, and these captions shall not be
         used to interpret any of the terms of this Agreement. The Recitals are
         intended to be a part of this Agreement and are incorporated into the
         body hereof. All parties signing this Agreement have taken all duly
         authorized action necessary to authorize the execution of this
         Agreement and to execute any and all documents related hereto, and each
         of the parties may rely upon this section of the Agreement without the
         necessity of having further documentation to evidence such authority.
         If either party defaults under its obligations set forth in this
         Agreement, the non-defaulting party shall be entitled to recover
         reasonable attorneys' fees and expenses incurred by the non-defaulting
         party in either defending or initiating any action against the
         defaulting party. The parties specifically acknowledge, represent and
         warrant that all of the terms and conditions of this Agreement are
         adequately and fully supported by consideration. The date of this
         Agreement shall be the date that the last party signs it. In computing
         any period of time under this Agreement, the day of the act or event
         for which the designated period of time begins to run shall not be
         included, but the last day of the period shall be included, unless it
         is a Saturday, Sunday or a legal holiday, in which event, the period
         shall run through the next business day. This Agreement may be executed
         in counterparts and shall be fully enforceable so long as both parties
         have signed either one Agreement or documents in counterpart. This
         Agreement may be executed by facsimile signature and such facsimile
         signatures shall be deemed as originals.

17.      Indemnification. If the Closing of the Transfer occurs, then from and
         after the Closing Date, the Purchaser shall, and hereby agrees to,
         indemnify Seller and hold it harmless from any loss, liability, claim,
         demand, damage or expense (including without limitation, reasonable
         costs, expenses and attorneys' fees actually incurred in connection
         with the defense of any such matter) which may be made or brought
         against the Seller arising out of the actions of the Purchaser or the
         Company related to the operation of the Mall at any time prior to or
         after the Closing Date. This indemnification obligation shall survive
         the Closing and shall not be released or terminated by this Agreement
         or the Settlement Agreement. Provided further, if the Closing of the
         Transfer occurs, then from and after the Closing Date, the Company
         acknowledges and agrees that the Company's indemnification obligations
         specifically set forth in Section 4.10 of the Operating Agreement shall
         continue to apply to

<PAGE>
         the Seller in its capacity as a member of the Company up to the Closing
         Date, and the terms, conditions, rights and obligations of Section 4.10
         of the Operating Agreement as they relate to the Seller for the period
         of time up to the Closing Date shall not be terminated or amended by
         any future amendment of the Operating Agreement. The Company's
         obligation set forth in the immediately preceding sentence (and as set
         forth in Section 4.10 of the Operating Agreement) shall survive the
         Closing of the Transfer and shall not be released or terminated by this
         Agreement or the Settlement Agreement.

          [End of Agreement - Signatures appear on the following pages]

<PAGE>

         IN WITNESS WHEREOF, the following signatories, intending to be legally
bound hereby, have executed this Agreement.

                                   SELLER:

                                   HIG MALL, LLC,
                                   a Florida limited liability company,

                                   By: _________________________________
                                   Name: _______________________________
                                   Title: ________________________________

                                   Date: June 20, 2003

                                   PURCHASER:

                                   GLIMCHER PROPERTIES LIMITED
                                   PARTNERSHIP,
                                   a Delaware limited partnership, through its
                                   sole general partner signing below

                                   By: GLIMCHER PROPERTIES CORPORATION
                                       a Delaware corporation

                                   By: /s/ Michael P. Glimcher
                                       ----------------------------------
                                       Michael P. Glimcher, President

                                   Date: June 20, 2003

                                   COMPANY:

                                   CHARLOTTE EASTLAND MALL, LLC,
                                   a Delaware limited liability company,

                                   By: GLIMCHER EASTLAND, INC.
                                       a Delaware corporation, its Managing
                                       Member

                                   By: /s/ Michael P. Glimcher
                                       ----------------------------------
                                       Michael P. Glimcher, President

                                   Date: June 20, 2003

<PAGE>

                                     CONSENT
                                       TO
                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         Glimcher Eastland Inc., A Delaware corporation, the only other Member
of the Company, hereby consents to the Transfer of the Interest as described in
the Agreement to which this Consent is attached.

                                     GLIMCHER EASTLAND, INC.,
                                     a Delaware corporation, its General Partner

                                     By: /s/ Michael P. Glimcher
                                         ---------------------------------
                                         Michael P. Glimcher, President

                                     Date: June 20, 2003
<PAGE>


                                    CONSENT
                                       TO
                             SERVE AS ESCROW AGENT

        Flagler Title Company,  a Florida corporation, hereby joins in the
execution of this Agreement and agrees to serve as the escrow and closing agent
to consummate the Closing and agrees to perform the duties and obligations
imposed upon Flager by the terms of the Agreement.

                                                Flagler Title Company,
                                                a Florida corporation


                                                By:
                                                   ------------------------
                                                Its:
                                                    -----------------------

                                                Date: June ___, 2003