Exhibit 10.238


                      AMENDED AND RESTATED PROMISSORY NOTE


$30,000,000.00                                                New York, New York
                                                                    June 9, 2004

      FOR VALUE RECEIVED,  GM OLATHE, LLC, a Delaware limited liability company,
having an address at 150 East Gay  Street,  Columbus,  Ohio 43215  ("Borrower"),
hereby  unconditionally  promises to pay to the order of MORGAN STANLEY MORTGAGE
CAPITAL  INC.,  a New York  corporation,  as  lender,  having an address at 1221
Avenue of the Americas,  27th Floor, New York, New York 10020 ("Lender"),  or at
such  other  place as the  holder  hereof  may from  time to time  designate  in
writing,   the   principal   sum  of   THIRTY   MILLION   AND   NO/100   DOLLARS
($30,000,000.00),  or so much  thereof as is  advanced,  in lawful  money of the
United States of America,  with interest thereon to be computed from the date of
this Note at the Interest Rate,  and to be paid in accordance  with the terms of
this Note and that certain Loan Agreement dated the date hereof between Borrower
and Lender (the "Loan  Agreement").  All  capitalized  terms not defined  herein
shall have the respective meanings set forth in the Loan Agreement.

      This  Amended  and  Restated  Promissory  Note  (this  "Note")  amends and
restates in their entirety the notes described on the Schedule of Notes attached
hereto and made a part hereof (the "Existing  Notes") which are each now held by
Lender. This Note is not intended to create any new indebtedness nor intended to
constitute a novation as to Borrower's obligations under the Existing Notes.

                            ARTICLE 1: PAYMENT TERMS

      Borrower  agrees to pay the principal sum of this Note and interest on the
unpaid principal sum of this Note from time to time outstanding at the rates and
at the times  specified in Article II of the Loan Agreement and the  outstanding
balance of the  principal  sum of this Note and all accrued and unpaid  interest
thereon shall be due and payable on the Maturity Date.

                       ARTICLE 2: DEFAULT AND ACCELERATION

      The Debt shall without  notice become  immediately  due and payable at the
option of Lender if any payment required in this Note is not paid on or prior to
the date when due or if not paid on the Maturity Date or on the happening of any
other Event of Default.

                            ARTICLE 3: LOAN DOCUMENTS

      This Note is secured by the Mortgage and the other Loan Documents.  All of
the  terms,  covenants  and  conditions  contained  in the Loan  Agreement,  the
Mortgage and the other Loan  Documents  are hereby made part of this Note to the
same extent and with the same force as if they were fully set forth  herein.  In
the event of a conflict or inconsistency  between the terms of this Note and the
Loan Agreement, the terms and provisions of the Loan Agreement shall govern.

<PAGE>

                            ARTICLE 4: SAVINGS CLAUSE

      Notwithstanding   anything  to  the  contrary,   (a)  all  agreements  and
communications between Borrower and Lender are hereby and shall automatically be
limited so that,  after taking into  account all amounts  deemed  interest,  the
interest  contracted  for,  charged or received by Lender shall never exceed the
maximum lawful rate or amount,  (b) in calculating  whether any interest exceeds
the lawful maximum,  all such interest shall be amortized,  prorated,  allocated
and  spread  over the full  amount  and term of all  principal  indebtedness  of
Borrower to Lender, and (c) if through any contingency or event, Lender receives
or is deemed to  receive  interest  in excess of the  lawful  maximum,  any such
excess shall be deemed to have been applied  toward  payment of the principal of
any and all then outstanding  indebtedness of Borrower to Lender, or if there is
no such indebtedness, shall immediately be returned to Borrower.

                            ARTICLE 5: NO ORAL CHANGE

      This  Note  may  not be  modified,  amended,  waived,  extended,  changed,
discharged or  terminated  orally or by any act or failure to act on the part of
Borrower  or Lender,  but only by an  agreement  in writing  signed by the party
against whom  enforcement of any  modification,  amendment,  waiver,  extension,
change, discharge or termination is sought.

                               ARTICLE 6: WAIVERS

      Borrower  and all others who may become  liable for the  payment of all or
any part of the Debt do  hereby  severally  waive  presentment  and  demand  for
payment,  notice of  dishonor,  notice of  intention  to  accelerate,  notice of
acceleration,  protest  and  notice of  protest  and  non-payment  and all other
notices of any kind.  No release of any  security  for the Debt or  extension of
time for  payment of this Note or any  installment  hereof,  and no  alteration,
amendment  or waiver of any  provision of this Note,  the Loan  Agreement or the
other Loan Documents made by agreement  between Lender or any other Person shall
release,  modify, amend, waive, extend, change,  discharge,  terminate or affect
the  liability  of  Borrower or any other  Person who may become  liable for the
payment of all or any part of the Debt under this Note,  the Loan  Agreement  or
the other Loan Documents.  No notice to or demand on Borrower shall be deemed to
be a waiver  of the  obligation  of  Borrower  or of the right of Lender to take
further  action  without  further notice or demand as provided for in this Note,
the Loan Agreement or the other Loan Documents.  If Borrower is a partnership or
limited liability company, the agreements herein contained shall remain in force
and be applicable, notwithstanding any changes in the individuals comprising the
partnership  or limited  liability  company,  and the term  "Borrower,"  as used
herein,  shall  include  any  alternate  or  successor  partnership  or  limited
liability company, but any predecessor  partnership or limited liability company
and their  partners or members shall not thereby be released from any liability.
If Borrower is a corporation,  the agreements  contained  herein shall remain in
full force and be  applicable  notwithstanding  any changes in the  shareholders
comprising, or the officers and directors relating to, the corporation,  and the
term  "Borrower,"  as used herein,  shall include any  alternative  or successor
corporation,  but any predecessor corporation shall not be relieved of liability
hereunder.  (Nothing in the foregoing  sentence  shall be construed as a consent
to, or a waiver of, any  prohibition or restriction on transfers of interests in
such partnership,  limited  liability  company or corporation,  which may be set
forth in the Loan Agreement, the Mortgage or any other Loan Document.)


                                      -2-
<PAGE>

                               ARTICLE 7: TRANSFER

      Upon the transfer of this Note, Borrower hereby waiving notice of any such
transfer,  Lender may deliver all the collateral mortgaged,  granted, pledged or
assigned pursuant to the Loan Documents,  or any part thereof, to the transferee
who shall thereupon become vested with all the rights herein or under applicable
law given to Lender with respect thereto, and Lender shall thereafter forever be
relieved  and fully  discharged  from any  liability  or  responsibility  in the
matter;  but Lender shall  retain all rights  hereby given to it with respect to
any liabilities and the collateral not so transferred.

                             ARTICLE 8: EXCULPATION

      The  provisions  of  Section  11.22  of  the  Loan  Agreement  are  hereby
incorporated  by  reference  into this Note to the same extent and with the same
force as if fully set forth herein.

                            ARTICLE 9: GOVERNING LAW

      (A) THIS  NOTE  WAS  NEGOTIATED  IN THE  STATE  OF NEW  YORK,  AND MADE BY
BORROWER  AND  ACCEPTED BY LENDER IN THE STATE OF NEW YORK,  AND THE PROCEEDS OF
THIS NOTE WERE  DISBURSED  FROM THE STATE OF NEW YORK,  WHICH  STATE THE PARTIES
AGREE  HAS A  SUBSTANTIAL  RELATIONSHIP  TO THE  PARTIES  AND TO THE  UNDERLYING
TRANSACTION  EMBODIED HEREBY, AND IN ALL RESPECTS,  INCLUDING,  WITHOUT LIMITING
THE  GENERALITY  OF  THE  FOREGOING,  MATTERS  OF  CONSTRUCTION,   VALIDITY  AND
PERFORMANCE,  THIS NOTE AND THE OBLIGATIONS  ARISING HEREUNDER SHALL BE GOVERNED
BY,  AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE  LAWS OF THE  STATE  OF NEW YORK
APPLICABLE  TO CONTRACTS  MADE AND  PERFORMED IN SUCH STATE  (WITHOUT  REGARD TO
PRINCIPLES OF CONFLICT OF LAWS) AND ANY  APPLICABLE  LAW OF THE UNITED STATES OF
AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY
AND  IRREVOCABLY  WAIVES  ANY  CLAIM  TO  ASSERT  THAT  THE  LAW  OF  ANY  OTHER
JURISDICTION  GOVERNS THIS NOTE AND THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW.

      (B) ANY  LEGAL  SUIT,  ACTION OR  PROCEEDING  AGAINST  LENDER OR  BORROWER
ARISING OUT OF OR RELATING TO THIS NOTE MAY AT LENDER'S  OPTION BE INSTITUTED IN
ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT
TO SECTION 5-1402 OF THE NEW YORK GENERAL  OBLIGATIONS  LAW, AND BORROWER WAIVES
ANY  OBJECTIONS  WHICH IT MAY NOW OR HEREAFTER  HAVE BASED ON VENUE AND/OR FORUM
NON  CONVENIENS  OF ANY SUCH SUIT,  ACTION OR  PROCEEDING,  AND BORROWER  HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR
PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:


                                      -3-
<PAGE>

            CORPORATION SERVICE COMPANY
            1177 AVENUE OF THE AMERICAS
            17TH FLOOR
            NEW YORK, NEW YORK  10036

AS ITS AUTHORIZED  AGENT TO ACCEPT AND  ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY
AND ALL PROCESS  WHICH MAY BE SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING IN
ANY FEDERAL OR STATE  COURT IN NEW YORK,  NEW YORK,  AND AGREES THAT  SERVICE OF
PROCESS  UPON SAID AGENT AT SAID  ADDRESS  AND  WRITTEN  NOTICE OF SAID  SERVICE
MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS  UPON  BORROWER  IN ANY SUCH SUIT,
ACTION OR  PROCEEDING  IN THE STATE OF NEW YORK.  BORROWER (I) SHALL GIVE PROMPT
NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER,  (II)
MAY AT ANY TIME AND FROM TIME TO TIME  DESIGNATE A SUBSTITUTE  AUTHORIZED  AGENT
WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE
DESIGNATED  AS THE PERSON AND ADDRESS FOR SERVICE OF  PROCESS),  AND (III) SHALL
PROMPTLY  DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED  AGENT CEASES TO HAVE AN
OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

                        ARTICLE 10: WAIVER OF JURY TRIAL

      BORROWER HEREBY WAIVES,  TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT,
TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THIS
NOTE,  THE  APPLICATION  FOR THE LOAN  EVIDENCED  BY THIS NOTE OR THE OTHER LOAN
DOCUMENTS OR ANY ACTS OR OMISSIONS OF LENDER, ITS OFFICERS, EMPLOYEES, DIRECTORS
OR AGENTS IN CONNECTION THEREWITH.

                               ARTICLE 11: NOTICES

      All notices or other written  communications  hereunder shall be delivered
in accordance with Section 11.6 of the Loan Agreement.


                         [NO FURTHER TEXT ON THIS PAGE]



                                      -4-
<PAGE>


      IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and
year first above written.


                  GM OLATHE, LLC, a Delaware limited liability company

                  By:  GM MEZZ, LLC, a Delaware limited liability company,
                       its sole member

                       By:  GREAT PLAINS METROMALL, LLC, a Delaware
                            limited liability company, its sole member

                            By:  GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                                 Delaware limited partnership, its sole member

                                 By:  GLIMCHER PROPERTIES CORPORATION, a
                                      Delaware corporation, its sole general
                                      partner

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


<PAGE>


                                SCHEDULE OF NOTES


The Notes secured by the following Mortgages:


   Leasehold Mortgage And Security Agreement ("Mortgage") from Olathe Mall, LLC,
      a Colorado limited liability company, Borrower, in favor of The Huntington
      National  Bank,  a  national  banking   association,   Key  Bank  National
      Association, a national banking association,  and Bank One, Arizona, NA, a
      national banking association, Co-Agents, dated March 1, 1996, and recorded
      July 2, 1996,  as  Document  No.  2612458 in Book 4924,  page 385,  of the
      records of the Register of Deeds for Johnson County, Kansas.

   Said Mortgage was modified by virtue of Assumption Agreement and Modification
      of Mortgage and Construction  Loan Agreement by and between The Huntington
      National Bank, Key Bank National  Association,  and Bank One, Arizona, NA,
      Co-Agents,  and Great Plains Metromall,  LLC, a Delaware limited liability
      company,  New Borrower  and Olathe Mall,  LLC,  Original  Borrower,  dated
      November 27, 1996, and recorded December 18, 1996, as Document No. 2662033
      in Book  5063,  page 664,  of the  records  of the  Register  of Deeds for
      Johnson County, Kansas.

   Said Mortgage was modified by virtue of Second  Modification  of Mortgage and
      Construction  Loan  Agreement and  Modification  of Note dated November 3,
      1997,  and recorded on November 17, 1997,  as Document No.  276317 in Book
      5374,  page 531,  of the  records  of the  Register  of Deeds for  Johnson
      County, Kansas.

   Said Mortgage  was  assigned by virtue of  Assignment  of  Mortgage  from The
      Huntington  National  Bank,  Key Bank  National  Association  and Bank One
      Arizona,   NA,  to  German  American  Capital   Corporation,   a  Maryland
      corporation,  dated as of June 30, 2000, and recorded on July 13, 2000, as
      Document  No.  3138530  in Book  6630,  page 544,  of the  records  of the
      Register of Deeds for Johnson County, Kansas.

   Said Mortgage  was  modified  by virtue of  Amended  and  Restated  Leasehold
      Mortgage,  Security  Agreement  Financial  Statement,  Filing  Fixture and
      Assignment  of Leases,  Rents and Security  Deposits by and between  Great
      Plains Metromall,  LLC, and German American Capital Corporation,  dated as
      of June 30, 2000,  and recorded July 13, 2000, as Document No.  3138531 in
      Book 6630,  page 552, of the records of the  Register of Deeds for Johnson
      County, Kansas.

   Said Mortgage was assigned to LaSalle Bank National  Association,  as trustee
      for  the  registered   holders  of  COMM  2001-FL4   Commercial   Mortgage
      Pass-Through Certificates, Series COMM 2001-FL4, by Assignment of Recorded
      Mortgage  Collateral  Security  Documents  dated June 28, 2001,  by German
      American  Capital  Corporation,  and recorded on July 9, 2001, as Document
      No.  3268076,  in Book 7147,  Page 562, in the records of the  Register of
      Deeds of Johnson County, Kansas.

   Said Mortgage was assigned to Lender by Assignment of Mortgage  dated June 9,
      2004, by LaSalle Bank National Association,  as trustee for the registered
      holders of COMM 2001-FL4  Commercial Mortgage  Pass-Through  Certificates,
      Series COMM  2001-FL4,,  and submitted for recording in the records of the
      Register of Deeds of Johnson County, Kansas.