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                                                                    EXHIBIT 10.5

                                                            Polaris Towne Center

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         This Membership Interest Purchase Agreement (this "Agreement") is made
by and between N.P. Limited Partnership, an Ohio limited partnership, as seller
(the "Seller"); and Glimcher Properties Limited Partnership, a Delaware limited
partnership, as purchaser (the "Purchaser"), to be effective as of the last date
of execution of this Agreement by Seller and Purchaser (the "Effective Date").
Polaris Center, LLC, a Delaware limited liability company (the "Company") also
joins in the execution of this Agreement to evidence its consent to the transfer
of the limited liability interest described in this Agreement and to otherwise
comply with those specific obligations expressly imposed on it by the terms of
this Agreement. The Seller and the Purchaser may be sometimes collectively
referred to herein as the "parties".

                                    RECITALS

         A.       The Seller owns a 50% limited liability company membership
                  interest (collectively, the "Interest") in the Company. The
                  Company owns a community shopping center (the "Center") known
                  as Polaris Towne Center situated in Delaware County, Ohio.

         B.       Purchaser and Glimcher PTC, Inc., a Delaware corporation
                  ("Glimcher PTC") are the only other members (collectively, the
                  "Members" and individually, a "Member") of the Company. The
                  Company's Members entered into a certain Second Amended and
                  Restated Operating Agreement dated as of May 12, 2000 (the
                  "Operating Agreement"). The Operating Agreement has not been
                  subsequently amended, and that document is the only document
                  evidencing the Seller's ownership of the Interest and there
                  are no other documents of whatever nature or kind relating to
                  the Members' rights and responsibilities as Members in the
                  Company.

         C.       The Purchaser desires to purchase and the Seller desires to
                  sell, the Seller's 50% Interest as Member 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 in the Company for the price and on the terms set forth in
         this Agreement. The transfer (the "Transfer") of the Interest in the
         Company shall be completed by Seller's execution of an Assignment of
         Membership Agreement (the "Assignment Agreement"), the form of which is
         attached hereto as Exhibit A. The Transfer shall be effective upon the
         Closing Date (as that term is defined in Section 3 below).

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2.       Purchase Price. The total purchase price (the "Purchase Price") to be
         paid by the Purchaser for the Interest shall be Ten Million Dollars
         ($10,000,000.00).

3.       Payment Terms. Simultaneously with the closing and funding (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. Prior to the Closing,
         the Seller shall provide the Purchaser with wire transfer instructions
         so that the total Purchase Price is wire transferred to the Seller.

4.       Transfer of the Interest after the Effective Date. After the Effective
         Date of this Agreement, the Seller shall not transfer directly or
         indirectly all or any part of its Interest in the Company, even if
         those transfers are permitted by the terms of the Operating Agreement.

5.       Contingencies to Closing. In connection with the execution of this
         Agreement, Purchaser also entered into an agreement (the "Polaris Mall
         Purchase Agreement") to purchase 100% of the membership interests owned
         by seven (7) members which are unrelated to Purchaser (collectively,
         the "N.P. Sellers") in Polaris Mall, LLC, a Delaware limited liability
         company ("Polaris Mall"). It is the parties' intentions and requirement
         that the Closing of this Agreement occur simultaneously with the
         closing of the Purchaser's acquisition of all of the N.P. Sellers'
         limited liability interests (the "Polaris Mall Interests") in Polaris
         Mall, and it shall be a condition precedent to this Agreement that the
         N.P. Sellers, in consideration for payment to them as required under
         the Polaris Mall Agreement, transfer all of the N.P. Sellers' Polaris
         Mall Interests to Purchaser under the terms of the Polaris Mall
         Agreement, simultaneously with the Closing of this Agreement.

6.       Closing. The Closing shall occur in the Company's offices at 150 East
         Gay Street, Columbus, Ohio on January 5th, 2004. The parties shall
         execute a closing settlement statement ("Closing Settlement
         Statement"). At the Closing, the parties shall execute and/or deliver
         the following documents (collectively, the "Closing Documents") and
         other deliveries required by the terms of this Agreement, all of which
         are set forth below:

<TABLE>
<CAPTION>
                                         Referred to in
    Agreement/Document/Delivery        Agreement Section      Delivered By
------------------------------------   ------------------  ------------------
<S>                                    <C>                 <C>
(a)     Assignment Agreement           Section 1                 Seller
(b)     Purchase Price                 Section 2                Purchaser
(c)     Closing Settlement Statement   Section 6                 Company
(d)     Good Standing Certificate      Section 8(a)(v)           Seller
(e)     Good Standing Certificate      Section 8(b)(iii)        Purchaser
(f)     Such other documents           Section 9           Any of the parties
(g)     Resolutions                    Section 15                Seller
</TABLE>

                                        2

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7.       Mutual Release. Effective as of the Closing Date and the payment of the
         entire Purchase Price by the Purchaser to the Seller, the Purchaser,
         the Seller, and the Company, for each of them and their respective, as
         applicable, successors, legal representatives, assigns and all persons
         claiming by, through or under them, and each of their respective, as
         applicable, members, parent, subsidiary and/or affiliated companies or
         entities, shareholders, officers, directors, partners, members,
         employees, agents, representatives and attorneys of all of the
         foregoing, and their respective successors, legal representatives,
         assigns and all persons claiming by, through or under any of them
         (collectively, "Representatives"), do hereby release, acquit and
         forever discharge each other and their respective Representatives from
         and against any and all manner of actions, causes of action, suits,
         debts, dues, sums of money owed to them, compensation, commissions,
         covenants, costs, judgments, damages, and claims, demands and actions
         of whatever nature or kind, in law or in equity (collectively, the
         "Claims") which any of them now have or had or may ever have against
         each other and all of their respective Representatives, singularly or
         in combination, on account of, arising out of, or in connection with
         any matter, transaction, act, omission or other involvement of whatever
         nature or kind from the beginning of time through the end of time,
         which in any way relate to (a) the Seller's investment and membership
         in the Company, (b) any and all rights and obligations under the
         Company's current or any former Operating Agreements, (c) any and all
         rights and obligations under any other agreements or understandings
         relating to the Seller's investment in and ownership of the Company's
         business or assets, including without limitation any and all financial
         reporting and accounting matters associated therewith, (d) the transfer
         of the Interest, (e) any other matters, directly or indirectly,
         relating to any of the foregoing, or (f) matters relating to this
         Agreement, except for any obligations set forth in this Agreement which
         are expressly intended to survive the Closing Date or expressly
         intended to occur after the Closing Date. Each of the Purchaser, the
         Seller and the Company, as of the Closing Date agree to indemnify and
         hold the other and all of its respective Representatives harmless
         including without limitation, the obligation to pay the other's legal
         fees and expenses arising out of any Claims made in violation of the
         release and indemnity provisions contained in this section of the
         Agreement. Not in limitation of the foregoing, but as further
         illustration, each of the Purchaser, the Seller and the Company
         covenant and agree, as of the Closing Date for and on behalf of each of
         them and their respective Representatives, to forever refrain from
         instituting, prosecuting, asserting or otherwise pursuing or pressing
         against each other any Claims which are released hereby. The terms of
         this section are intended to survive the Closing forever. The foregoing
         mutual release contained in this Section 7 of this Agreement is not
         intended to terminate or release any obligations under various
         declarations of restrictions, curb cut and access maintenance
         agreements and sign easement agreements relating to certain real estate
         adjacent to the Center.

8.       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:

                                        3

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                  i.       that the Seller has good and marketable title to
                           their respective Interest, free and clear of any
                           lien, pledge, security interest, claim, option,
                           agreement, encumbrance or other restriction of
                           whatever nature or kind;

                  ii.      that the Seller has not previously transferred any
                           part of its Interest sold to Purchaser under the
                           terms of this Agreement;

                  iii.     that the Seller 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.       that the Seller is a limited partnership in good
                           standing under the laws of the State of Ohio, and
                           that each of its nonindividual constituent partners
                           is in good standing, and that to the extent that the
                           execution of this Agreement or any actions
                           contemplated hereby must be authorized by its
                           partners, such actions have been duly and properly
                           authorized by all proper, legal and duly authorized
                           actions. The Seller shall order and tender to
                           Purchaser at the Closing, a good standing certificate
                           issued by the Ohio secretary of state to confirm that
                           the Seller is in good standing under the laws of the
                           State of Ohio. The tender of such good standing
                           certificate shall in no way release or excuse the
                           Seller from the representations, warranties and
                           obligations contained in the first sentence of this
                           subsection;

                  vi.      no 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 the Seller's obligations hereunder; and,

                  vii.     the Recitals set forth in this Agreement are true and
                           accurate in every respect.

         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;

                  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;

                                        4

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                  iii.     the Purchaser is a limited partnership in good
                           standing under the laws of the State of Delaware, and
                           that each of its constituent nonindividual partners
                           is in good standing, and that to the extent that the
                           execution of this Agreement or any actions
                           contemplated hereby must be authorized by its
                           partners, such actions have been duly and properly
                           authorized by all proper, legal and duly authorized
                           actions. The Purchaser shall order and tender 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 subsection;

                  iv.      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; and,

                  v.       the Recitals set forth in this Agreement are true and
                           accurate in every respect.

         The representations and warranties set forth in this Section 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 Closing
         Date, without the necessity of signing any updated certificate or other
         document reconfirming all said representations and warranties as of the
         date of the Closing.

9.       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.

10.      Pre-Closing Covenants. Each of the parties to this Agreement will use
         its commercially reasonable efforts to take all action and to do all
         things necessary, proper or advisable in order to consummate and make
         effective the transactions contemplated by this Agreement, including
         without limitation, the delivery of the items set forth in Section 6
         hereof.

11.      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.

                                        5

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

                  N.P. Limited Partnership
                  8800 Lyra Drive, Suite 550
                  Columbus, Ohio 43240
                  Attn: Franz A. Geiger, Esq.

         b.       If to Purchaser or the Company:

                  Glimcher Properties Limited Partnership
                  150 East Gay Street
                  Columbus, Ohio  43215
                  Attn: George A. Schmidt, Esq.
                  Telecopy No. 614-621-8863

                  With a copy to:

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

13.      Choice of Law. The laws of the State of Ohio 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.

14.      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

                                        6

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         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.

15.      Authorization. At the Closing, each nonindividual Seller shall tender
         an executed resolution and Officer's certificate evidencing (a)
         ratification of the entity's and the signatory's authority to execute
         this Agreement, and (b) authorization of the entity's and the
         signatory's authority to execute and deliver the Closing Documents and
         to perform any and all actions required to be performed under the terms
         of this Agreement.

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

                                        7
<PAGE>
         IN WITNESS WHEREOF, the following signatories, intending to be legally
bound hereby, have executed this Agreement.

                                   SELLER:

                                   N.P. LIMITED PARTNERSHIP,
                                   an Ohio limited partnership

                                   By: KEW Investment Company, an Ohio
                                       general partnership, its General Partner

                                   By: The Robert Christian Echele Trust
                                       U/A October 6, 1988, as amended, its
                                       general partner

November ___, 2003                 By: _____________________________________
                                       Robert C. Echele, Trustee

                                   PURCHASER:

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

                                   By: GLIMCHER PROPERTIES
                                       CORPORATION, a Delaware corporation

November ___, 2003                 By: _____________________________________
                                       Herbert Glimcher, Chairman

                                   COMPANY:
                                   POLARIS MALL, LLC., a Delaware limited
                                   liability company

                                   By: GLIMCHER PROPERTIES LIMITED
                                       PARTNERSHIP, a Delaware limited
                                       partnership, its Managing Member

                                   By: GLIMCHER PROPERTIES
                                       CORPORATION, a Delaware
                                       corporation, its General Partner

November ___, 2003                 By:______________________________________
                                       Herbert Glimcher, Chairman

                                       8
<PAGE>

                                    EXHIBIT A

                       ASSIGNMENT OF MEMBERSHIP AGREEMENT

<PAGE>

                                                                50% LLC Interest
                                                            Polaris Towne Center

                       ASSIGNMENT OF MEMBERSHIP AGREEMENT

         This Assignment of Membership Interest ("Assignment") is made by N.P.
Limited Partnership, an Ohio limited liability company ("Assignor") and Glimcher
Properties Limited Partnership, a Delaware limited partnership ("Assignee"). The
parties intending to be legally bound, hereby agree as follows:

         Assignor and Assignee have entered into a certain Membership Interest
Purchase Agreement dated as of November 26, 2003 ("Agreement"), and reference is
hereby made to said Agreement. Terms which are capitalized herein shall have the
same meaning as those identically capitalized terms are defined in the
Agreement. Assignor is a Member of the Company, owning a fifty percent (50%)
limited liability membership interest (the "Interest") in the Company.

         FOR VALUE RECEIVED, Assignor hereby sells, assign and transfers to the
Assignee, the Interest in the Company for the consideration described more
particularly in the Agreement. Assignor hereby remakes all representations and
warranties contained in the Agreement as of the Closing Date.

         Assignor further covenants and agrees that, consistent with the terms
of the Agreement, from time to time upon the reasonable request of the Assignee
or the Company, Assignor will execute any document reasonably necessary to
complete, document or otherwise implement the Transfer of the Interest assigned
hereby.

         This Assignment is intended to be effective as of the Closing Date set
forth on the signature page hereof.

            [End of Assignment - Signatures Appear on Following Page]

<PAGE>

         IN WITNESS WHEREOF, the Assignor and the Assignee, intending to be
legally bound hereby, have executed this Assignment by their duly authorized
representative signing below.

                               ASSIGNOR:

                               N.P. LIMITED PARTNERSHIP,
                               an Ohio limited partnership

                               By:      KEW Investment Company, an Ohio
                                        general partnership, its General Partner

                               By:      The Robert Christian Echele Trust
                                        U/A October 6, 1988, as amended, its
                                        general partner

                               By:__________________________________
                                        Robert C. Echele, Trustee

                               ASSIGNEE:

                               GLIMCHER PROPERTIES LIMITED
                               PARTNERSHIP,
                               a Delaware limited partnership,

                               By:      GLIMCHER PROPERTIES
                                        CORPORATION, a Delaware corporation,
                                        its General Partner

                               By:__________________________________
                                        George A. Schmidt
                                        Executive Vice President

                               Closing Date: January 5, 2004