Exhibit 10.242


                        GUARANTY OF RECOURSE OBLIGATIONS

      This GUARANTY OF RECOURSE  OBLIGATIONS (this "Guaranty") is executed as of
June 9, 2004 by GLIMCHER  PROPERTIES  LIMITED  PARTNERSHIP,  a Delaware  limited
partnership (whether one or more collectively  referred to as "Guarantor"),  for
the benefit of MORGAN  STANLEY  MORTGAGE  CAPITAL  INC., a New York  corporation
("Lender").

                              W I T N E S S E T H:
                              - - - - - - - - - -

      WHEREAS,  pursuant to those certain  Promissory Notes,  dated of even date
herewith,  executed  by GM Olathe,  LLC, a Delaware  limited  liability  company
("Borrower")  and  payable  to the order of Lender  in the  aggregate  principal
amount of Thirty  Million and No/100  Dollars  ($30,000,000)  (together with all
renewals, modifications, increases and extensions thereof, the "Note"), Borrower
has become indebted,  and may from time to time be further  indebted,  to Lender
with respect to a loan (the "Loan")  which is made pursuant to that certain Loan
Agreement,  dated of even date herewith,  between Borrower and Lender (the "Loan
Agreement");

      WHEREAS,  Lender is not  willing  to make the Loan,  or  otherwise  extend
credit,  to Borrower unless  Guarantor  unconditionally  guarantees  payment and
performance to Lender of the Guaranteed Obligations (as herein defined); and

      WHEREAS,  Guarantor  is the  owner of a direct  or  indirect  interest  in
Borrower,  and Guarantor will directly  benefit from Lender's making the Loan to
Borrower.

      NOW,  THEREFORE,  as an  inducement to Lender to make the Loan to Borrower
and to extend  such  additional  credit as Lender may from time to time agree to
extend under the Loan Documents,  and for other good and valuable consideration,
the receipt and legal sufficiency of which are hereby acknowledged,  the parties
do hereby agree as follows:

                                    ARTICLE I

                          NATURE AND SCOPE OF GUARANTY

      1.1   Guaranty   of   Obligation.   Guarantor   hereby   irrevocably   and
unconditionally  guarantees to Lender and its successors and assigns the payment
and performance of the Guaranteed  Obligations as and when the same shall be due
and payable, whether by lapse of time, by acceleration of maturity or otherwise.
Guarantor hereby irrevocably and unconditionally covenants and agrees that it is
liable for the Guaranteed Obligations as a primary obligor.

<PAGE>

      1.2  Definition  of  Guaranteed  Obligations.  As used  herein,  the  term
"Guaranteed  Obligations"  means the  obligations  or liabilities of Borrower to
Lender for any loss, damage, cost, expense, liability, claim or other obligation
incurred by Lender  (including  attorneys' fees and costs  reasonably  incurred)
arising out of or in connection with the following:

            (a) fraud or intentional  misrepresentation by Borrower or Guarantor
      in connection with the Loan;

            (b) the willful  misconduct  by Borrower or Guarantor in  connection
      with the Loan;

            (c)  the  breach  of  any  representation,   warranty,  covenant  or
      indemnification  provision  in  the  Environmental  Indemnity  or  in  the
      Mortgage concerning  environmental laws, hazardous substances and asbestos
      and any indemnification of Lender with respect thereto in either document;

            (d)  the  misapplication  or  conversion  by  Borrower  of  (i)  any
      insurance  proceeds paid by reason of any loss,  damage or  destruction to
      the Property, (ii) any awards or other amounts received in connection with
      the  Condemnation  of all or a portion of the Property and (iii) any Rents
      following an Event of Default;

            (e) any  security  deposits,  advance  deposits  or  other  deposits
      collected  with respect to the Property  which are not delivered to Lender
      upon a foreclosure  of the Property or action in lieu  thereof,  except to
      the extent any such security  deposits were applied in accordance with the
      terms and conditions of any of the Leases;

            (f) the breach by Borrower of Borrower's indemnification obligations
      set forth in Section 9.2 of the Loan Agreement; and

            (g) failure of Borrower to maintain  its status as a single  purpose
      entity as required by, and in accordance with the terms and provisions of,
      the Loan Agreement.

      Notwithstanding anything to the contrary in any of the Loan Documents, (i)
Lender  shall not be deemed to have waived any right which Lender may have under
Section 506(a),  506(b),  1111(b) or any other provisions of the U.S. Bankruptcy
Code to file a claim  for the full  amount  of the Debt or to  require  that all
collateral  shall  continue  to  secure  all of the  Debt  owing  to  Lender  in
accordance  with the Loan Documents and (ii)  Guarantor  shall be liable for the
full amount of the Debt in the event that (A) Borrower fails to obtain  Lender's
prior written consent to any subordinate  mortgage  financing or other voluntary
lien  encumbering  the Property in  connection  with such  subordinate  mortgage
financing;  (B) Borrower fails to obtain  Lender's prior written  consent to any
assignment,  transfer,  or conveyance of the Property or any interest therein as
required by the Loan  Agreement or the Mortgage;  (C) Borrower files a voluntary
petition under the Bankruptcy  code or any other Federal or state  bankruptcy or
insolvency law; (D) an Affiliate,  officer,  director,  or representative  which
controls, directly or indirectly,  Borrower files, or joins in the filing of, an
involuntary  petition  against  Borrower under the Bankruptcy  Code or any other
Federal or state  bankruptcy  or  insolvency  law,  or  solicits or causes to be
solicited  petitioning  creditors for any involuntary  petition against Borrower
from any Person;  (E) Borrower  files an answer  consenting to or joining in any
involuntary  petition filed


                                      -2-
<PAGE>

against it, by any other Person under the  Bankruptcy  Code or any other Federal
or state  bankruptcy  or  insolvency  law, or solicits or causes to be solicited
petitioning  creditors for any  involuntary  petition  from any Person;  (F) any
Affiliate, officer, director, or representative which controls Borrower consents
to or joins in an  application  for the  appointment  of a custodian,  receiver,
trustee,  or  examiner  for  Borrower  or any  portion of the  Property;  or (G)
Borrower makes an assignment for the benefit of creditors, or admits, in writing
or in any legal proceeding, its insolvency or inability to pay its debts as they
become due.

      1.3  Nature  of  Guaranty.  This  Guaranty  is an  irrevocable,  absolute,
continuing guaranty of payment and performance and not a guaranty of collection.
This Guaranty may not be revoked by Guarantor and shall continue to be effective
with  respect  to any  Guaranteed  Obligations  arising  or  created  after  any
attempted  revocation by Guarantor and after (if Guarantor is a natural  person)
Guarantor's   death  (in  which  event  this  Guaranty  shall  be  binding  upon
Guarantor's  estate and Guarantor's legal  representatives  and heirs). The fact
that at any  time  or  from  time to  time  the  Guaranteed  Obligations  may be
increased or reduced shall not release or discharge the  obligation of Guarantor
to Lender with  respect to the  Guaranteed  Obligations.  This  Guaranty  may be
enforced  by  Lender  and any  subsequent  holder  of the Note and  shall not be
discharged by the assignment or negotiation of all or part of the Note.

      1.4  Guaranteed   Obligations  Not  Reduced  by  Offset.   The  Guaranteed
Obligations and the liabilities and obligations of Guarantor to Lender hereunder
shall  not be  reduced,  discharged  or  released  because  or by  reason of any
existing  or future  offset,  claim or defense of  Borrower  or any other  party
against Lender or against  payment of the Guaranteed  Obligations,  whether such
offset,  claim or defense arises in connection  with the Guaranteed  Obligations
(or the transactions creating the Guaranteed Obligations) or otherwise.

      1.5 Payment By Guarantor. If all or any part of the Guaranteed Obligations
shall not be punctually paid when due, whether at demand, maturity, acceleration
or otherwise,  Guarantor  shall,  immediately  upon demand by Lender and without
presentment,  protest,  notice  of  protest,  notice of  non-payment,  notice of
intention to accelerate the maturity,  notice of acceleration of the maturity or
any  other  notice  whatsoever,  pay in  lawful  money of the  United  States of
America,  the amount due on the  Guaranteed  Obligations  to Lender at  Lender's
address as set forth herein.  Such demand(s) may be made at any time  coincident
with or after the time for payment of all or part of the Guaranteed  Obligations
and may be made from time to time with respect to the same or different items of
Guaranteed Obligations.  Such demand shall be deemed made, given and received in
accordance with the notice provisions hereof.

      1.6 No Duty To Pursue  Others.  It shall not be necessary  for Lender (and
Guarantor  hereby waives any rights which Guarantor may have to require Lender),
in order  to  enforce  the  obligations  of  Guarantor  hereunder,  first to (i)
institute suit or exhaust its remedies  against Borrower or others liable on the
Loan or the Guaranteed  Obligations or any other person,  (ii) enforce  Lender's
rights  against  any  collateral  which shall ever have been given to secure the
Loan,  (iii)  enforce  Lender's  rights  against  any  other  guarantors  of the
Guaranteed  Obligations,  (iv)  join  Borrower  or  any  others  liable  on  the
Guaranteed  Obligations  in any action  seeking to enforce  this  Guaranty,  (v)
exhaust any remedies available to Lender against any collateral which shall ever
have  been  given to  secure  the Loan,  or (vi)  resort  to any other  means of
obtaining payment of the Guaranteed Obligations. Lender shall not be required to
mitigate  damages  or take any other  action to reduce,  collect or enforce  the
Guaranteed Obligations.


                                      -3-
<PAGE>

      1.7 Waivers.  Guarantor agrees to the provisions of the Loan Documents and
hereby  waives  notice of (i) any loans or advances  made by Lender to Borrower,
(ii) acceptance of this Guaranty,  (iii) any amendment or extension of the Note,
the  Mortgage,  the Loan  Agreement  or of any other  Loan  Documents,  (iv) the
execution  and  delivery  by  Borrower  and  Lender of any other  loan or credit
agreement or of  Borrower's  execution and delivery of any  promissory  notes or
other  documents  arising  under the Loan  Documents or in  connection  with the
Property,  (v) the  occurrence of any breach by Borrower or an Event of Default,
(vi) Lender's transfer or disposition of the Guaranteed Obligations, or any part
thereof,  (vii)  sale or  foreclosure  (or  posting or  advertising  for sale or
foreclosure) of any collateral for the Guaranteed  Obligations,  (viii) protest,
proof of  non-payment  or default by  Borrower,  or (ix) any other action at any
time taken or omitted by Lender and, generally, all demands and notices of every
kind in connection  with this  Guaranty,  the Loan  Documents,  any documents or
agreements evidencing, securing or relating to any of the Guaranteed Obligations
and the obligations hereby guaranteed.

      1.8 Payment of Expenses. In the event that Guarantor should breach or fail
to timely perform any provisions of this Guaranty,  Guarantor shall, immediately
upon demand by Lender, pay Lender all costs and expenses  (including court costs
and  attorneys'  fees)  incurred  by  Lender  in the  enforcement  hereof or the
preservation  of Lender's  rights  hereunder.  The  covenant  contained  in this
Section shall survive the payment and performance of the Guaranteed Obligations.

      1.9 Effect of  Bankruptcy.  In the event that pursuant to any  insolvency,
bankruptcy,  reorganization,  receivership  or other  debtor  relief  law or any
judgment,  order or  decision  thereunder,  Lender  must  rescind or restore any
payment or any part thereof received by Lender in satisfaction of the Guaranteed
Obligations,  as set forth herein, any prior release or discharge from the terms
of this Guaranty  given to Guarantor by Lender shall be without  effect and this
Guaranty shall remain in full force and effect.  It is the intention of Borrower
and Guarantor that  Guarantor's  obligations  hereunder  shall not be discharged
except  by  Guarantor's  performance  of such  obligations  and then only to the
extent of such performance.

      1.10   Waiver   of   Subrogation,    Reimbursement    and    Contribution.
Notwithstanding  anything to the contrary contained in this Guaranty,  Guarantor
hereby  unconditionally and irrevocably  waives,  releases and abrogates any and
all rights it may now or hereafter have under any agreement, at law or in equity
(including,  without limitation, any law subrogating the Guarantor to the rights
of Lender), to assert any claim against or seek contribution, indemnification or
any other form of  reimbursement  from  Borrower or any other  party  liable for
payment of any or all of the  Guaranteed  Obligations  for any  payment  made by
Guarantor under or in connection with this Guaranty or otherwise.

      1.11 Borrower. The term "Borrower" as used herein shall include any new or
successor corporation,  association,  partnership (general or limited),  limited
liability  company joint  venture,  trust or other  individual  or  organization
formed as a result of any merger,  reorganization,  sale, transfer, devise, gift
or bequest of Borrower or any interest in Borrower.


                                      -4-
<PAGE>

                                   ARTICLE II

                      EVENTS AND CIRCUMSTANCES NOT REDUCING
                     OR DISCHARGING GUARANTOR'S OBLIGATIONS

      Guarantor  hereby  consents and agrees to each of the following and agrees
that  Guarantor's  obligations  under  this  Guaranty  shall  not  be  released,
diminished,  impaired, reduced or adversely affected by any of the following and
waives any common law,  equitable,  statutory or other rights (including without
limitation rights to notice) which Guarantor might otherwise have as a result of
or in connection with any of the following:

      2.1  Modifications.   Any  renewal,  extension,  increase,   modification,
alteration or  rearrangement  of all or any part of the Guaranteed  Obligations,
the Note,  the Mortgage,  the Loan  Agreement,  the other Loan  Documents or any
other  document,  instrument,  contract or  understanding  between  Borrower and
Lender or any other parties  pertaining  to the  Guaranteed  Obligations  or any
failure of Lender to notify Guarantor of any such action.

      2.2 Adjustment. Any adjustment, indulgence, forbearance or compromise that
might be granted or given by Lender to Borrower or any Guarantor.

      2.3  Condition  of  Borrower or  Guarantor.  The  insolvency,  bankruptcy,
arrangement,  adjustment, composition,  liquidation,  disability, dissolution or
lack of power of  Borrower,  Guarantor or any other party at any time liable for
the payment of all or part of the Guaranteed Obligations;  or any dissolution of
Borrower or Guarantor or any sale, lease or transfer of any or all of the assets
of Borrower or Guarantor or any changes in the shareholders, partners or members
of Borrower or Guarantor; or any reorganization of Borrower or Guarantor.

      2.4 Invalidity of Guaranteed  Obligations.  The invalidity,  illegality or
unenforceability  of all or  any  part  of  the  Guaranteed  Obligations  or any
document or agreement executed in connection with the Guaranteed Obligations for
any  reason  whatsoever,  including  without  limitation  the fact  that (i) the
Guaranteed  Obligations or any part thereof exceeds the amount permitted by law,
(ii) the act of creating the Guaranteed Obligations or any part thereof is ultra
vires, (iii) the officers or  representatives  executing the Note, the Mortgage,
the Loan  Agreement  or the other  Loan  Documents  or  otherwise  creating  the
Guaranteed  Obligations acted in excess of their authority,  (iv) the Guaranteed
Obligations  violate applicable usury laws, (v) the Borrower has valid defenses,
claims or offsets  (whether at law, in equity or by agreement)  which render the
Guaranteed Obligations wholly or partially uncollectible from Borrower, (vi) the
creation,  performance  or  repayment  of the  Guaranteed  Obligations  (or  the
execution,  delivery and performance of any document or instrument  representing
part of the Guaranteed Obligations or executed in connection with the Guaranteed
Obligations or given to secure the repayment of the Guaranteed  Obligations)  is
illegal,  uncollectible or unenforceable,  or (vii) the Note, the Mortgage,  the
Loan  Agreement or any of the other Loan Documents have been forged or otherwise
are irregular or not genuine or authentic,  it being agreed that Guarantor shall
remain liable hereon regardless of whether Borrower or any other person be found
not liable on the Guaranteed Obligations or any part thereof for any reason.

      2.5 Release of Obligors.  Any full or partial  release of the liability of
Borrower  on  the  Guaranteed  Obligations  or  any  part  thereof,  or  of  any
co-guarantors, or any


                                      -5-
<PAGE>

other Person now or hereafter liable,  whether directly or indirectly,  jointly,
severally,  or jointly and severally,  to pay, perform,  guarantee or assure the
payment of the Guaranteed Obligations, or any part thereof, it being recognized,
acknowledged  and agreed by Guarantor  that Guarantor may be required to pay the
Guaranteed Obligations in full without assistance or support of any other party,
and Guarantor has not been induced to enter into this Guaranty on the basis of a
contemplation,  belief,  understanding  or agreement  that other parties will be
liable to pay or perform the Guaranteed Obligations, or that Lender will look to
other parties to pay or perform the Guaranteed Obligations.

      2.6 Other  Collateral.  The  taking or  accepting  of any other  security,
collateral or guaranty,  or other  assurance of payment,  for all or any part of
the Guaranteed Obligations.

      2.7   Release   of   Collateral.   Any   release,   surrender,   exchange,
subordination,  deterioration,  waste,  loss or  impairment  (including  without
limitation negligent,  willful, unreasonable or unjustifiable impairment) of any
collateral,  property or security at any time  existing in  connection  with, or
assuring or securing payment of, all or any part of the Guaranteed Obligations.

      2.8 Care and  Diligence.  The  failure  of Lender  or any  other  party to
exercise   diligence  or  reasonable  care  in  the  preservation,   protection,
enforcement,  sale or  other  handling  or  treatment  of all or any part of any
collateral,  property or  security,  including  but not limited to any  neglect,
delay,  omission,  failure or refusal  of Lender  (i) to take or  prosecute  any
action  for  the  collection  of any of the  Guaranteed  Obligations  or (ii) to
foreclose, or initiate any action to foreclose, or, once commenced, prosecute to
completion any action to foreclose upon any security therefor,  or (iii) to take
or  prosecute  any  action  in  connection  with  any  instrument  or  agreement
evidencing or securing all or any part of the Guaranteed Obligations.

      2.9  Unenforceability.  The fact that any collateral,  security,  security
interest or lien  contemplated  or  intended to be given,  created or granted as
security for the repayment of the Guaranteed  Obligations,  or any part thereof,
shall not be properly  perfected or created,  or shall prove to be unenforceable
or subordinate to any other security  interest or lien, it being  recognized and
agreed by  Guarantor  that  Guarantor  is not  entering  into this  Guaranty  in
reliance  on,  or  in   contemplation   of  the   benefits  of,  the   validity,
enforceability,  collectibility  or  value  of  any of the  collateral  for  the
Guaranteed Obligations.

      2.10 Offset. The Note, the Guaranteed  Obligations and the liabilities and
obligations  of  the  Guarantor  to  Lender  hereunder  shall  not  be  reduced,
discharged  or released  because of or by reason of any existing or future right
of offset,  claim or defense of Borrower against Lender,  or any other party, or
against  payment of the  Guaranteed  Obligations,  whether such right of offset,
claim or defense arises in connection  with the Guaranteed  Obligations  (or the
transactions creating the Guaranteed Obligations) or otherwise.

      2.11 Merger. The reorganization,  merger or consolidation of Borrower into
or with any other Person.


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<PAGE>

      2.12 Preference. Any payment by Borrower to Lender is held to constitute a
preference  under bankruptcy laws or for any reason Lender is required to refund
such payment or pay such amount to Borrower or someone else.

      2.13 Other Actions Taken or Omitted.  Any other action taken or omitted to
be taken with respect to the Loan Documents, the Guaranteed Obligations,  or the
security  and  collateral  therefor,  whether  or not such  action  or  omission
prejudices Guarantor or increases the likelihood that Guarantor will be required
to pay the  Guaranteed  Obligations  pursuant  to the  terms  hereof,  it is the
unambiguous  and  unequivocal  intention of Guarantor  that  Guarantor  shall be
obligated  to pay the  Guaranteed  Obligations  when  due,  notwithstanding  any
occurrence,   circumstance,  event,  action,  or  omission  whatsoever,  whether
contemplated  or  uncontemplated,  and whether or not otherwise or  particularly
described herein,  which obligation shall be deemed satisfied only upon the full
and final payment and satisfaction of the Guaranteed Obligations.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

      To induce  Lender to enter into the Loan  Documents  and extend  credit to
Borrower, Guarantor represents and warrants to Lender as follows:

      3.1 Benefit.  Guarantor  is an  Affiliate  of Borrower,  is the owner of a
direct or indirect  interest in Borrower,  and has  received,  or will  receive,
direct or indirect  benefit from the making of this Guaranty with respect to the
Guaranteed Obligations.

      3.2  Familiarity  and  Reliance.  Guarantor  is  familiar  with,  and  has
independently  reviewed books and records regarding,  the financial condition of
the Borrower and is familiar with the value of any and all  collateral  intended
to be created as security for the payment of the Note or Guaranteed Obligations;
however,  Guarantor is not relying on such financial condition or the collateral
as an inducement to enter into this Guaranty.

      3.3 No  Representation  By Lender.  Neither Lender nor any other party has
made any  representation,  warranty or statement to Guarantor in order to induce
the Guarantor to execute this Guaranty.

      3.4  Guarantor's  Financial  Condition.  As of the date hereof,  and after
giving effect to this Guaranty and the contingent  obligation  evidenced hereby,
Guarantor  is and will be solvent  and has and will have  assets  which,  fairly
valued, exceed its obligations,  liabilities (including contingent  liabilities)
and debts,  and has and will have property and assets  sufficient to satisfy and
repay its obligations and liabilities.

      3.5 Legality. The execution, delivery and performance by Guarantor of this
Guaranty and the consummation of the transactions  contemplated hereunder do not
and  will not  contravene  or  conflict  with any  law,  statute  or  regulation
whatsoever  to which  Guarantor is subject or  constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or
result in the breach of, any indenture, mortgage, charge, lien, or any contract,
agreement  or other  instrument  to which  Guarantor  is a party or which may be
applicable  to  Guarantor.  This  Guaranty is a legal and binding  obligation of
Guarantor and is


                                      -7-
<PAGE>

enforceable  in  accordance  with its terms,  except as  limited by  bankruptcy,
insolvency or other laws of general  application  relating to the enforcement of
creditors' rights.

      3.6 Survival.  All representations and warranties made by Guarantor herein
shall survive the execution hereof.

                                   ARTICLE IV

                      SUBORDINATION OF CERTAIN INDEBTEDNESS

      4.1  Subordination  of All  Guarantor  Claims.  As used  herein,  the term
"Guarantor  Claims"  shall  mean  all  debts  and  liabilities  of  Borrower  to
Guarantor,  whether  such  debts  and  liabilities  now  exist or are  hereafter
incurred or arise,  or whether the  obligations  of Borrower  thereon be direct,
contingent,  primary,  secondary,  several, joint and several, or otherwise, and
irrespective  of  whether  such  debts  or  liabilities  be  evidenced  by note,
contract, open account, or otherwise,  and irrespective of the person or persons
in whose favor such debts or liabilities may, at their inception,  have been, or
may hereafter be created, or the manner in which they have been or may hereafter
be acquired by Guarantor.  The Guarantor Claims shall include without limitation
all rights and claims of  Guarantor  against  Borrower  (arising  as a result of
subrogation or otherwise) as a result of Guarantor's payment of all or a portion
of the  Guaranteed  Obligations.  After the occurrence of an Event of Default or
the occurrence of an event which would, with the giving of notice or the passage
of time, or both, constitute an Event of Default, Guarantor shall not receive or
collect,  directly or  indirectly,  from  Borrower or any other party any amount
upon the Guarantor Claims.

      4.2  Claims  in  Bankruptcy.  In the  event of  receivership,  bankruptcy,
reorganization,  arrangement,  debtor's relief, or other insolvency  proceedings
involving Guarantor as debtor, Lender shall have the right to prove its claim in
any such proceeding so as to establish its rights hereunder and receive directly
from the receiver, trustee or other court custodian dividends and payments which
would otherwise be payable upon Guarantor Claims.  Guarantor hereby assigns such
dividends and payments to Lender. Should Lender receive, for application against
the Guaranteed  Obligations,  any dividend or payment which is otherwise payable
to Guarantor and which, as between  Borrower and Guarantor,  shall  constitute a
credit against the Guarantor Claims, then, upon payment to Lender in full of the
Guaranteed  Obligations,  Guarantor  shall  become  subrogated  to the rights of
Lender to the extent that such payments to Lender on the  Guarantor  Claims have
contributed  toward the  liquidation  of the  Guaranteed  Obligations,  and such
subrogation  shall  be  with  respect  to  that  proportion  of  the  Guaranteed
Obligations which would have been unpaid if Lender had not received dividends or
payments upon the Guarantor Claims.

      4.3 Payments Held in Trust. In the event that, notwithstanding anything to
the contrary in this  Guaranty,  Guarantor  should  receive any funds,  payment,
claim or distribution which is prohibited by this Guaranty,  Guarantor agrees to
hold in trust for Lender an amount  equal to the amount of all funds,  payments,
claims or distributions so received, and agrees that it shall have absolutely no
dominion over the amount of such funds,  payments,  claims or  distributions  so
received except to pay them promptly to Lender, and Guarantor covenants promptly
to pay the same to Lender.


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<PAGE>

      4.4  Liens  Subordinate.   Guarantor  agrees  that  any  liens,   security
interests,  judgment liens, charges or other encumbrances upon Borrower's assets
securing  payment  of the  Guarantor  Claims  shall be and remain  inferior  and
subordinate to any liens,  security interests,  judgment liens, charges or other
encumbrances   upon  Borrower's   assets  securing  payment  of  the  Guaranteed
Obligations,  regardless of whether such  encumbrances  in favor of Guarantor or
Lender  presently  exist or are hereafter  created or attach.  Without the prior
written  consent of Lender,  Guarantor  shall not (i)  exercise  or enforce  any
creditor's  right it may have against  Borrower,  or (ii) foreclose,  repossess,
sequester  or  otherwise  take  steps or  institute  any  action or  proceedings
(judicial or otherwise,  including  without  limitation the  commencement of, or
joinder  in, any  liquidation,  bankruptcy,  rearrangement,  debtor's  relief or
insolvency proceeding) to enforce any liens, mortgage,  deeds of trust, security
interests,  collateral  rights,  judgments  or other  encumbrances  on assets of
Borrower held by Guarantor.

                                    ARTICLE V

                                  MISCELLANEOUS

      5.1 Waiver.  No failure to exercise,  and no delay in  exercising,  on the
part of Lender, any right hereunder shall operate as a waiver thereof, nor shall
any single or partial  exercise  thereof  preclude any other or further exercise
thereof or the exercise of any other right. The rights of Lender hereunder shall
be in addition to all other rights provided by law. No modification or waiver of
any provision of this  Guaranty,  nor consent to departure  therefrom,  shall be
effective  unless in writing and no such consent or waiver  shall extend  beyond
the particular case and purpose involved.  No notice or demand given in any case
shall constitute a waiver of the right to take other action in the same, similar
or other instances without such notice or demand.

      5.2 Notices.  All notices given hereunder shall be in writing and shall be
either hand  delivered  or mailed,  by  registered  U.S.  mail,  Return  Receipt
Requested,  first class  postage  prepaid,  to the  parties at their  respective
addresses  below  or at such  other  address  for any  party as such  party  may
designate by notice to the other parties hereto:

            If to Lender:     Morgan Stanley Mortgage Capital Inc.
                              1221 Avenue of the Americas, 27th Floor
                              New York, New York  10020
                              Attention: James Flaum & Kevin Swartz
                              Facsimile No.: (212) 762-9494

            with a copy to:   Cadwalader, Wickersham & Taft LLP
                              100 Maiden Lane
                              New York, New York 10038
                              Attention: John M. Zizzo, Esq.
                              Facsimile No. (212) 504-6666

            If to Guarantor:  Glimcher Properties Limited Partnership
                              150 East Gay Street
                              Columbus, Ohio 43215
                              Attention: George A. Schmidt, Senior Vice
                              President
                              Facsimile No. (614) 621-9311


                                      -9-
<PAGE>

            with a copy to:   Squire Sanders & Dempsey L.L.P.
                              1300 Huntington Center
                              41 South High Street
                              Columbus, Ohio 43215-6197
                              Attention: Kim A. Rieck, Esq.
                              Facsimile No. (614) 365-2499

      5.3 Governing  Law;  Submission to  Jurisdiction.  This Guaranty  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  (without
regard to any other  principles of conflict of laws) and the applicable  laws of
the United  States of America.  Any legal  suit,  action or  proceeding  against
Lender or Guarantor  arising out of or relating to this Guaranty 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  Guarantor  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  Guarantor  hereby  irrevocably   submits  to  the
jurisdiction of any such court in any suit, action or proceeding. Guarantor does
hereby designate and appoint:

                  Corporation Service Company
                  80 State Street
                  Albany, New York  12207-2543

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 Guarantor in the manner  provided  herein shall be deemed
in every respect  effective  service of process upon Guarantor in any such suit,
action or proceeding in the State of New York.

      5.4 Invalid  Provisions.  If any  provision of this Guaranty is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term of this  Guaranty,  such  provision  shall be fully  severable and this
Guaranty  shall  be  construed  and  enforced  as if such  illegal,  invalid  or
unenforceable  provision had never  comprised a part of this  Guaranty,  and the
remaining  provisions of this Guaranty shall remain in full force and effect and
shall not be affected by the illegal,  invalid or unenforceable  provision or by
its severance from this Guaranty,  unless such continued  effectiveness  of this
Guaranty,  as  modified,  would be  contrary  to the  basic  understandings  and
intentions of the parties as expressed herein.

      5.5  Amendments.  This  Guaranty may be amended only by an  instrument  in
writing  executed  by the  party or an  authorized  representative  of the party
against whom such amendment is sought to be enforced.


                                      -10-
<PAGE>

      5.6 Parties Bound;  Assignment;  Joint and Several. This Guaranty shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives; provided, however, that Guarantor
may not, without the prior written consent of Lender,  assign any of its rights,
powers, duties or obligations hereunder.  If Guarantor consists of more than one
person or party,  the  obligations  and liabilities of each such person or party
shall be joint and several.

      5.7 Headings.  Section  headings are for convenience of reference only and
shall in no way affect the interpretation of this Guaranty.

      5.8 Recitals.  The recital and introductory  paragraphs  hereof are a part
hereof,  form a basis for this  Guaranty  and shall be  considered  prima  facie
evidence of the facts and documents referred to therein.

      5.9 Counterparts.  To facilitate execution,  this Guaranty may be executed
in as many  counterparts  as may be  convenient  or  required.  It shall  not be
necessary  that the  signature  of, or on behalf  of,  each  party,  or that the
signature of all persons required to bind any party, appear on each counterpart.
All counterparts shall collectively constitute a single instrument. It shall not
be  necessary  in making  proof of this  Guaranty to produce or account for more
than a single counterpart  containing the respective signatures of, or on behalf
of, each of the parties  hereto.  Any signature page to any  counterpart  may be
detached  from  such  counterpart  without  impairing  the  legal  effect of the
signatures  thereon and  thereafter  attached to another  counterpart  identical
thereto except having attached to it additional signature pages.

      5.10 Rights and Remedies. If Guarantor becomes liable for any indebtedness
owing by Borrower to Lender, by endorsement or otherwise,  other than under this
Guaranty,  such liability shall not be in any manner impaired or affected hereby
and the  rights of Lender  hereunder  shall be  cumulative  of any and all other
rights that Lender may ever have  against  Guarantor.  The exercise by Lender of
any right or remedy  hereunder  or under any other  instrument,  or at law or in
equity,  shall not preclude the  concurrent or subsequent  exercise of any other
right or remedy.

      5.11 Other Defined Terms.  Any capitalized term utilized herein shall have
the meaning as  specified in the Loan  Agreement,  unless such term is otherwise
specifically defined herein.

      5.12  Entirety.  THIS  GUARANTY  EMBODIES THE FINAL,  ENTIRE  AGREEMENT OF
GUARANTOR  AND LENDER WITH  RESPECT TO  GUARANTOR'S  GUARANTY OF THE  GUARANTEED
OBLIGATIONS   AND  SUPERSEDES  ANY  AND  ALL  PRIOR   COMMITMENTS,   AGREEMENTS,
REPRESENTATIONS,  AND  UNDERSTANDINGS,  WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT  MATTER  HEREOF.  THIS GUARANTY IS INTENDED BY GUARANTOR AND LENDER AS A
FINAL AND COMPLETE  EXPRESSION  OF THE TERMS OF THE  GUARANTY,  AND NO COURSE OF
DEALING  BETWEEN  GUARANTOR  AND  LENDER,  NO  COURSE OF  PERFORMANCE,  NO TRADE
PRACTICES,  AND  NO  EVIDENCE  OF  PRIOR,  CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL
AGREEMENTS OR  DISCUSSIONS  OR OTHER  EXTRINSIC  EVIDENCE OF ANY NATURE SHALL BE
USED TO


                                      -11-
<PAGE>

CONTRADICT,  VARY,  SUPPLEMENT  OR MODIFY ANY TERM OF THIS  GUARANTY  AGREEMENT.
THERE ARE NO ORAL AGREEMENTS BETWEEN GUARANTOR AND LENDER.

      5.13  Waiver of Right To Trial By Jury.  GUARANTOR  HEREBY  AGREES  NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE  TRIABLE  OF RIGHT BY JURY,  AND  WAIVES  ANY
RIGHT TO TRIAL BY JURY  FULLY TO THE  EXTENT  THAT ANY SUCH  RIGHT  SHALL NOW OR
HEREAFTER EXIST WITH REGARD TO THIS GUARANTY,  THE NOTE, THE MORTGAGE,  THE LOAN
AGREEMENT,  OR THE OTHER LOAN  DOCUMENTS,  OR ANY CLAIM,  COUNTERCLAIM  OR OTHER
ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS
GIVEN  KNOWINGLY  AND  VOLUNTARILY  BY  GUARANTOR,  AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY  EACH  INSTANCE  AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE.  LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.

      5.14  Cooperation.  Guarantor  acknowledges that Lender and its successors
and assigns may (i) sell this Guaranty, the Note and other Loan Documents to one
or more  investors as a whole loan,  (ii)  participate  the Loan secured by this
Guaranty to one or more  investors,  (iii) deposit this  Guaranty,  the Note and
other  Loan  Documents  with a  trust,  which  trust  may sell  certificates  to
investors  evidencing  an  ownership  interest  in the  trust  assets,  or  (iv)
otherwise  sell the Loan or  interest  therein to  investors  (the  transactions
referred to in clauses  (i) through  (iv) are  hereinafter  each  referred to as
"Secondary  Market  Transaction").  Guarantor  shall  cooperate  with  Lender in
effecting any such Secondary Market Transaction and shall cooperate to implement
all  requirements  imposed  by  any  Rating  involved  in any  Secondary  Market
Transaction.  Guarantor shall provide such information and documents relating to
Guarantor,  Borrower, the Property and any tenants of the Improvements as Lender
may reasonably request in connection with such Secondary Market Transaction.  In
addition,  Guarantor shall make available to Lender all  information  concerning
its business and operations that Lender may reasonably request.  Lender shall be
permitted  to share all such  information  with the  investment  banking  firms,
Rating  Agencies,  accounting  firms, law firms and other  third-party  advisory
firms involved with the Loan and the Loan Documents or the applicable  Secondary
Market Transaction.  It is understood that the information provided by Guarantor
to Lender may  ultimately be  incorporated  into the offering  documents for the
Secondary Market Transaction and thus various investors may also see some or all
of the  information.  Lender and all of the aforesaid  third-party  advisors and
professional firms shall be entitled to rely on the information  supplied by, or
on behalf  of,  Guarantor  in the form as  provided  by  Guarantor.  Lender  may
publicize  the  existence of the Loan in  connection  with its  marketing  for a
Secondary Market Transaction or otherwise as part of its business development.

      5.15 Reinstatement in Certain Circumstances. If at any time any payment of
the principal of or interest  under the Note or any other amount  payable by the
Borrower under the Loan Documents is rescinded or must be otherwise  restored or
returned upon the insolvency,  bankruptcy or  reorganization  of the Borrower or
otherwise,  the Guarantor's  obligations  hereunder with respect to such payment
shall be  reinstated  as though  such  payment has been due but not made at such
time.

                         [NO FURTHER TEXT ON THIS PAGE]


                                      -12-
<PAGE>


      EXECUTED as of the day and year first above written.


                        GUARANTOR:

                        GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a
                        Delaware limited partnership

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


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