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                                                                    EXHIBIT 10.9

                                 PROMISSORY NOTE

$43,000,000.00                                                      May 17, 2000

                  FOR VALUE RECEIVED, the undersigned, POLARIS CENTER, LLC, a
Delaware limited liability company ("Maker"), whose address is c/o Glimcher
Properties Limited Partnership, 20 South Third Street, Columbus, Ohio 43215,
promises to pay to the order of FIRST UNION NATIONAL BANK, a national banking
association ("Payee"), at the office of Payee at One First Union Center, DC6,
301 South College Street, Charlotte, North Carolina 28288-0166, or at such other
place as Payee may designate to Maker in writing from time to time, the
principal sum of FORTY-THREE MILLION and 00/100 DOLLARS ($43,000,000.00)
together with interest on so much thereof as is from time to time outstanding
and unpaid, from the date of the advance of the principal evidenced hereby, at
the Applicable Interest Rate (as hereinafter defined), in lawful money of the
United States of America, which shall at the time of payment be legal tender in
payment of all debts and dues, public and private.

                         ARTICLE 1 TERMS AND CONDITIONS

         1.01     Computation of Interest. Interest shall be computed hereunder
based on a 360-day year and paid for on the actual number of days elapsed for
any whole or partial month in which interest is being calculated. Interest shall
accrue from the date on which funds are advanced (regardless of the time of day)
through and including the day on which funds are credited pursuant to Section
1.02 hereof.

         1.02     Payment of Principal and Interest. Payments in federal funds
immediately available in the place designated for payment received by Payee
prior to 2:00 p.m. local time on a day on which Payee is open for business at
said place of payment shall be credited prior to close of business, while other
payments may, at the option of Payee, not be credited until immediately
available to Payee in federal funds at the place designated for payment prior to
2:00 p.m. local time at said place of payment on a day on which Payee is open
for business. A payment of interest only shall be due and payable on the date
hereof with respect to the interest accrual period from the date hereof through
and including the last day of this calendar month. Thereafter principal and
interest shall be payable in equal consecutive monthly installments of
$321,534.42 each (the "Monthly Payment Amount"), beginning on the first day of
the second full calendar month following the date of this Note (or on the first
day of the first full calendar month following the date hereof, in the event the
advance of the principal amount evidenced by this Note is the first day of a
calendar month) (the "First Payment Date"), and continuing on the first day of
each and every month thereafter (each, a "Payment Date") through and including
June 1, 2030 (the "Maturity Date"), at which time the entire outstanding
principal balance hereof, together with all accrued but unpaid interest thereon,
shall be due and payable in full.

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         1.03     Application of Payments. So long as no Event of Default (as
hereinafter defined) exists hereunder or under any other Loan Document, each
such monthly installment shall be applied first, to any amounts hereafter
advanced by Payee hereunder or under any other Loan Document, second, to any
late fees and other amounts payable to Payee, third, to the payment of accrued
interest and last to reduction of principal.

         1.04     Prepayment; Defeasance

                  (a)      This Note may not be prepaid, in whole or in part
(except as otherwise specifically provided herein), at any time. In the event
that Maker wishes to have the Security Property (as hereinafter defined)
released from the lien of the Security Instrument (as hereinafter defined),
Maker's sole option shall be a Defeasance (as hereinafter defined) upon
satisfaction of the terms and conditions set forth in Section 1.04(d) hereof.
This Note may be prepaid in whole but not in part without premium or penalty on
any Payment Date occurring within three (3) months prior to the Anticipated
Repayment Date provided (i) written notice of such prepayment is received by
Payee not more than ninety (90) days and not less than thirty (30) days prior to
the date of such prepayment, and (ii) such prepayment is accompanied by all
interest accrued hereunder through and including the date of such prepayment and
all other sums due hereunder or under the other Loan Documents. If, upon any
such permitted prepayment on a Payment Date occurring after the three (3) months
prior to the Anticipated Repayment Date, the aforesaid prior written notice has
not been timely received by Payee, there shall be due a prepayment fee equal to,
an amount equal to the lesser of (i) thirty (30) days' interest computed at the
Applicable Interest Rate on the outstanding principal balance of this Note so
prepaid and (ii) interest computed at the Applicable Interest Rate on the
outstanding principal balance of this Note so prepaid that would have been
payable for the period from, and including, the date of prepayment through the
Anticipated Repayment Date of this Note as though such prepayment had not
occurred. In addition, on the Anticipated Repayment Date or on any Payment Date
thereafter, the Maker may, at its option and upon thirty (30) days prior written
notice from Maker to Payee, prepay this Note in whole or in part, in $100,000.00
increments only, without premium or penalty, provided, that if, upon any such
permitted prepayment the aforesaid prior written notice has not been timely
received by Payee, there shall be due a prepayment fee equal to thirty (30)
days' interest computed at the Applicable Interest Rate on the outstanding
principal balance of this Note so prepaid.

                  (b)      Partial prepayments of this Note shall not be
permitted, except for partial prepayments resulting from Payee's election to
apply insurance or condemnation proceeds to reduce the outstanding principal
balance of this Note as provided in the Security Instrument, in which event no
prepayment fee or premium shall be due unless, at the time of either Payee's
receipt of such proceeds or the application of such proceeds to the outstanding
principal balance of this Note, an Event of Default, or an event which, with
notice or the passage of time, or both, would constitute an Event of Default,
shall have occurred, which default or Event of Default is unrelated to the
applicable casualty or condemnation, in which event the applicable prepayment
fee or premium shall be due and payable based upon the amount of the prepayment.
No notice of prepayment shall be required under the circumstances specified in
the preceding sentence. No principal amount repaid may be reborrowed. Any such
partial prepayments of principal shall be

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applied to the unpaid principal balance evidenced hereby but such application
shall not reduce the amount of the fixed monthly installments required to be
paid pursuant to Section 1.02 above. Except as otherwise expressly provided in
Section 1.04(a) and this Section 1.04(b), the prepayment fees provided in the
immediate following paragraph shall be due, to the extent permitted by
applicable law, under any and all circumstances where all or any portion of this
Note is paid prior to the Anticipated Repayment Date, whether such prepayment is
voluntary or involuntary, including, without limitation, if such prepayment
results from Payee's exercise of its rights upon Maker's default and
acceleration of the Anticipated Repayment Date of this Note (irrespective of
whether foreclosure proceedings have been commenced), and shall be in addition
to any other sums due hereunder or under any of the other Loan Documents. No
tender of a prepayment of this Note with respect to which a prepayment fee is
due shall be effective unless such prepayment is accompanied by the applicable
prepayment fee.

                  (c)      If, prior to the third (3rd) anniversary of the First
Payment Date (the "Lockout Expiration Date"), the indebtedness evidenced by this
Note shall have been declared due and payable by Payee pursuant to Article II
hereof or the provisions of any other Loan Document due to a default by Maker,
then, in addition to the indebtedness evidenced by this Note being immediately
due and payable, there shall also then be immediately due and payable a sum
equal to the interest which would have accrued on the principal balance of this
Note at the Applicable Interest Rate from the date of such acceleration to the
Lock-out Expiration Date, together with a prepayment fee in an amount equal to
the Yield Maintenance Premium (as hereinafter defined) based on the entire
indebtedness on the date of such acceleration. If such acceleration is on or
following the Lockout Expiration Date, the Yield Maintenance Premium shall also
then be immediately due and payable as though Maker were prepaying the entire
indebtedness on the date of such acceleration. In addition to the amounts
described in the two preceding sentences, in the event any such acceleration or
tender of payment of such indebtedness occurs or is made on or prior to the
Lockout Expiration Date, there shall also then be immediately due and payable an
additional prepayment fee of three percent (3%) of the principal balance of this
Note. The term "Yield Maintenance Premium" shall mean an amount equal to the
greater of (A) two percent (2.0%) of the principal amount being prepaid, and (B)
the present value of a series of payments each equal to the Payment Differential
(as hereinafter defined) and payable on each Payment Date over the remaining
original term of this Note and on the Anticipated Repayment Date, discounted at
the Reinvestment Yield (as hereinafter defined) for the number of months
remaining as of the date of such prepayment to each such Payment Date and the
Anticipated Repayment Date. The term "Payment Differential" shall mean an amount
equal to (i) the Applicable Interest Rate less the Reinvestment Yield, divided
by (ii) twelve (12) and multiplied by (iii) the principal sum outstanding under
this Note after application of the constant monthly payment due under this Note
on the date of such prepayment, provided that the Payment Differential shall in
no event be less than zero. The term "Reinvestment Yield" shall mean an amount
equal to the yield on the primary issue U.S. Treasury with a term equal to the
remaining average life of the indebtedness evidenced by this Note, with each
such yield being based on the bid price for such issue as published in the Wall
Street Journal on the date that is fourteen (14) days prior to the date of such
prepayment set forth in the notice of prepayment (or, if such bid price is not
published on that date, the next preceding date on which such bid price is so
published) and converted to a monthly compounded nominal yield. In the event
that any prepayment fee is due hereunder, Payee shall deliver to Maker a
statement setting forth the

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amount and determination of the prepayment fee, and, provided that Payee shall
have in good faith applied the formula described above, Maker shall not have the
right to challenge the calculation or the method of calculation set forth in any
such statement in the absence of manifest error, which calculation may be made
by Payee on any day during the fifteen (15) day period preceding the date of
such prepayment. Payee shall not be obligated or required to have actually
reinvested the prepaid principal balance at the Reinvestment Yield or otherwise
as a condition to receiving the prepayment fee.

                  (d)      (i)      At any time after the later of (x) the
Lockout Expiration Date, and (y) the date which is two (2) years after the
"startup day," within the meaning of Section 860G(a) (9) of the Internal Revenue
Code of 1986, as amended from time to time or any successor statute (the
"Code"), of the "real estate mortgage investment conduit," within the meaning of
Section 860D of the Code, that holds this Note provided no Event of Default has
occurred hereunder or under any of the other Loan Documents, Payee shall cause
the release of the Security Property from the lien of the Security Instrument
and the other Loan Documents (a "Defeasance") upon the satisfaction of the
following conditions:

                           (A)      Maker shall give not more than ninety (90)
                  days or less than sixty (60) days prior written notice to
                  Payee specifying the date Maker intends for the Defeasance to
                  be consummated (the "Release Date"), which date shall be a
                  Payment Date.

                           (B)      All accrued and unpaid interest and all
                  other sums due under this Note and under the other Loan
                  Documents up to and including the Release Date shall be paid
                  in full on or prior to the Release Date.

                           (C)      Maker shall deliver to Payee on or prior to
                  the Release Date:

                                    (1)      a sum of money in immediately
                                             available funds (the "Defeasance
                                             Deposit") equal to the outstanding
                                             principal balance of this Note plus
                                             an amount, if any, which together
                                             with the outstanding principal
                                             balance of this Note, shall be
                                             sufficient to enable Payee to
                                             purchase, through means and sources
                                             customarily employed and available
                                             to Payee, for the account of Maker,
                                             direct, non-callable obligations of
                                             the United States of America that
                                             provide for payments prior, but as
                                             close as possible, to all
                                             successive monthly Payment Dates
                                             occurring after the Release Date
                                             and to the Anticipated Repayment
                                             Date, with each such payment being
                                             equal to or greater than the amount
                                             of the corresponding installment of
                                             principal and/or interest required
                                             to be paid under this Note
                                             (including, but not limited to, all
                                             amounts due on the Anticipated
                                             Repayment Date) for the balance of
                                             the term hereof ("the "Defeasance
                                             Collateral"), each of which shall
                                             be duly endorsed by the holder
                                             thereof as directed by Payee or
                                             accompanied by a

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                                             written instrument of transfer in
                                             form and substance satisfactory to
                                             Payee in its sole discretion
                                             (including, without limitation,
                                             such instruments as may be required
                                             by the depository institution
                                             holding such securities or the
                                             issuer thereof, as the case may be,
                                             to effectuate book-entry transfers
                                             and pledges through the book-entry
                                             facilities of such institution) in
                                             order to perfect upon the delivery
                                             of the Defeasance Security
                                             Agreement (as hereinafter defined)
                                             the first priority security
                                             interest in the Defeasance
                                             Collateral in favor of Payee in
                                             conformity with all applicable
                                             state and federal laws governing
                                             granting of such security
                                             interests.

                                    (2)      A pledge and security agreement, in
                                             form and substance satisfactory to
                                             Payee in its sole discretion,
                                             creating a first priority security
                                             interest in favor of Payee in the
                                             Defeasance Collateral (the
                                             "Defeasance Security Agreement"),
                                             which shall provide, among other
                                             things, that any excess received by
                                             Payee from the Defeasance
                                             Collateral over the amounts payable
                                             by Maker hereunder shall be
                                             refunded to Maker promptly after
                                             each monthly Payment Date.

                                    (3)      A certificate of Maker certifying
                                             that all of the requirements set
                                             forth in this subsection 1.04(d)(i)
                                             have been satisfied.

                                    (4)      An opinion of counsel for Maker in
                                             form and substance and delivered by
                                             counsel satisfactory to Payee in
                                             its reasonable discretion stating,
                                             among other things, that (x) Payee
                                             has a perfected first priority
                                             security interest in the Defeasance
                                             Collateral and that the Defeasance
                                             Security Agreement is enforceable
                                             against Maker in accordance with
                                             its terms, (y) that any REMIC Trust
                                             formed pursuant to a securitization
                                             will not fail to maintain its
                                             status as a "real estate mortgage
                                             investment conduit" within the
                                             meaning of Section 860D of the Code
                                             as a result of such defeasance.

                                    (5)      Maker shall deliver evidence in
                                             writing from the applicable rating
                                             agencies to the effect that the
                                             collateral substitution will not
                                             result in a downgrading, withdrawal
                                             or qualification of the respective
                                             ratings in effect immediately prior
                                             to such defeasance event for any
                                             securities issued in connection
                                             with the securitization which are
                                             then outstanding.

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                                    (6)      A certificate from a firm of
                                             independent public accountants
                                             acceptable to Payee certifying that
                                             the Defeasance Collateral is
                                             sufficient to satisfy the
                                             provisions of subparagraph (1)
                                             above.

                                    (7)      Such other certificates, documents
                                             or instruments as Payee may
                                             reasonably require.

                                    (8)      Payment of all fees, costs,
                                             expenses and charges incurred by
                                             Payee in connection with the
                                             Defeasance of the Security Property
                                             and the purchase of the Defeasance
                                             Collateral, including, without
                                             limitation, legal fees and all
                                             costs and expenses incurred by
                                             Payee or its agents in connection
                                             with release of the Security
                                             Property, review of the proposed
                                             Defeasance Collateral and
                                             preparation of the Defeasance
                                             Security Agreement and related
                                             documentation, any revenue,
                                             documentary, stamp, intangible or
                                             other taxes, charges or fees due in
                                             connection with transfer of the
                                             Note, assumption of the Note, or
                                             substitution of collateral for the
                                             Security Property. Without limiting
                                             Maker's obligations with respect
                                             thereto, Payee shall be entitled to
                                             deduct all such fees, costs,
                                             expenses and charges from the
                                             Defeasance Deposit to the extent of
                                             any excess of the Defeasance
                                             Deposit.

                           (D)      In connection with the Defeasance Deposit,
                  Maker hereby authorizes and directs Payee using the means and
                  sources customarily employed and available to Payee to use the
                  Defeasance Deposit to purchase for the account of Maker the
                  Defeasance Collateral. Furthermore, the Defeasance Collateral
                  shall be arranged such that payments received from such
                  Defeasance Collateral shall be paid directly to Payee to be
                  applied on account of the indebtedness of this Note. Any part
                  of the Defeasance Deposit in excess of the amount necessary to
                  purchase the Defeasance Collateral and to pay the other and
                  related costs Maker is obligated to pay under this Section
                  1.04 shall be refunded to Maker.

                  (ii)     Upon compliance with the requirements of subsection
1.04(d)(i), the Security Property shall be released from the lien of the
Security Instrument and the other Loan Documents, and the Defeasance Collateral
shall constitute collateral which shall secure this Note and all other
obligations under the Loan Documents. Payee will, at Maker's expense, execute
and deliver any agreements reasonably requested by Maker to release the lien of
the Security Instrument from the Security Property.

                  (iii)    Upon the release of the Security Property in
accordance with this Section 1.04(d), Maker shall assign all its obligations and
rights under this Note, together with the pledged Defeasance Collateral, to a
newly created entity which complies with the terms of Section 1.33 of the
Security Instrument designated by Maker and approved by Payee in its sole

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discretion. Such successor entity shall execute an assumption agreement in form
and substance satisfactory to Payee in its sole discretion pursuant to which it
shall assume Maker's obligations under this Note and the Defeasance Security
Agreement. As conditions to such assignment and assumption, Maker shall (x)
deliver to Payee an opinion of counsel in form and substance and delivered by
counsel satisfactory to Payee in its reasonable discretion stating, among other
things, that such assumption agreement is enforceable against Maker and such
successor entity in accordance with its terms and that this Note and the
Defeasance Security Agreement as so assumed, are enforceable against such
successor entity in accordance with their respective terms, and (y) pay all
costs and expenses (including, but not limited to, legal fees) incurred by Payee
or its agents in connection with such assignment and assumption (including,
without limitation, the review of the proposed transferee and the preparation of
the assumption agreement and related documentation). Upon such assumption, Maker
shall be relieved of its obligations hereunder, under the other Loan Documents
other than the Hazardous Substances Indemnity Agreement (as hereinafter defined)
and under the Defeasance Security Agreement.

         1.05     Security. The indebtedness evidenced by this Note and the
obligations created hereby are secured by, among other things, that certain
Open-End Mortgage and Security Agreement (the "Security Instrument") from Maker
to Payee, dated as of the date hereof, concerning property located in Delaware
County, Ohio. The Security Instrument together with this Note and all other
documents to or of which Payee is a party or beneficiary now or hereafter
evidencing, securing, guarantying, modifying or otherwise relating to the
indebtedness evidenced hereby, are herein referred to collectively as the "Loan
Documents". All of the terms and provisions of the Loan Documents are
incorporated herein by reference.

         1.06     Cash Management.

                  (a)      During any Sweep Period (as defined in the Cash
Management Agreement of even date herewith among Maker, Payee and Glimcher
Properties Limited Partnership (the "Cash Management Agreement")), Maker shall
cause all Rents and Profits (as defined in the Security Instrument) to be
deposited in the Clearing Account (as defined in the Cash Management Agreement).
Commencing on the first day of each Collection Period (as defined in the Cash
Management Agreement), all Rents and Profits deposited in the Cash Collateral
Account (as defined in the Cash Management Agreement) shall be allocated in the
following order of priority:

                  (i)      First, to fund the Impound Subaccount (as established
                           pursuant to the Cash Management Agreement) until the
                           amount on deposit therein is equal to the amount
                           required to be deposited in the Impound Account on
                           the related Payment Date in accordance with the terms
                           and conditions of the Security Instrument;

                  (ii)     Second, to fund the Monthly Debt Service Subaccount
                           (as established pursuant to the Cash Management
                           Agreement) until the amount on deposit therein is
                           equal to the Monthly Payment Amount;

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                  (iii)    Third, to fund the Monthly Debt Service Subaccount
                           with any other amounts due to the Payee under the
                           Loan Documents not otherwise addressed by this
                           section;

                  (iv)     Fourth, to fund the Replacement Reserve Subaccount
                           (as established pursuant to the Cash Management
                           Agreement) until the amount on deposit therein is
                           equal to the amount required to be deposited in the
                           Replacement Reserve (as defined in the Security
                           Instrument) on the related Payment Date in accordance
                           with the terms and conditions of the Security
                           Instrument;

                  (v)      Lastly, to pay to the Maker any Rents and Profits
                           remaining after making the foregoing payments.

                  Nothing in this Section 1.06 shall limit, reduce or otherwise
affect Maker's obligations to make the scheduled monthly payments due on each
Payment Date, payments to the Impound Account and the Replacement Reserve due
hereunder and under the other Loan Documents, whether or not Rents and Profits
are available to make such payments.

                  (b)      For each fiscal year commencing with the fiscal year
in which the Anticipated Repayment Date occurs, the Maker shall submit to the
Payee for the Payee's written approval an Annual Budget not later than sixty
(60) days prior to the commencement of such fiscal year, in form satisfactory to
Payee setting forth in reasonable detail budgeted monthly operating income and
monthly operating capital and other expenses for the Security Property. Each
Annual Budget shall contain, among other things, limitations on management fees,
third party service fees, and other expenses as the Maker may reasonably
determine. Payee shall have the right to approve such Annual Budget which
approval shall not be unreasonably withheld, and in the event that Payee objects
to the proposed Annual Budget submitted by Maker, Payee shall advise Maker of
such objections within fifteen (15) days after receipt thereof (and deliver to
Maker a reasonably detailed description of such objections) and Maker shall
within three (3) days after receipt of notice of any such objections revise such
Annual Budget and resubmit the same to Payee. Payee shall advise Maker of any
objections to such revised Annual Budget within ten (10) days after receipt
thereof (and deliver to Maker a reasonably detailed description of such
objections) and Maker shall revise the same in accordance with the process
described in this subparagraph until the Payee approves an Annual Budget,
provided, however, that if Payee shall not advise Maker of its objections to any
proposed Annual Budget within the applicable time period set forth in this
paragraph, then such proposed Annual Budget shall be deemed approved by Payee.
Until such time that Payee approves a proposed Annual Budget, the most recently
Approved Annual Budget shall apply; provided that, such Approved Annual Budget
shall be adjusted to reflect actual increases in real estate taxes, insurance
premiums and utilities expenses.

         1.07     In the event that the Maker does not pay the Debt in full
prior to the Anticipated Repayment Date, the provisions of paragraph 1.06 as set
forth above shall remain in full force and effect, and the following
subparagraphs also shall apply:

                  (a) From and after the Anticipated Repayment Date, interest
shall accrue on the unpaid principal balance from time to time outstanding on
this Note at the Extended Term Rate.

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Interest accrued at the Extended Term Rate and not paid pursuant to this
paragraph 1.07 shall be deferred and added to the Debt and shall earn interest
at the Extended Term Rate to the extent permitted by applicable law (such
accrued interest is hereinafter defined as "ACCRUED INTEREST"). All of the Debt,
including any Accrued Interest, shall be due and payable on the Maturity Date.

                  (b) All Rents and Profits deposited in the Cash Collateral
Account during each Collection Period shall be allocated to in the following
order of priority, in each case to the extent sufficient funds remain therefor:

                  (i)      First, to fund the Impound Subaccount until the
                           amount on deposit therein is equal to the amount
                           required to be deposited in the Impound Account on
                           the related Payment Date in accordance with the terms
                           and conditions of the Security Instrument;

                  (ii)     Second, to fund the Monthly Debt Service Subaccount
                           until the amount on deposit therein is equal to the
                           Monthly Payment Amount (to be applied first to the
                           payment of interest computed at the Initial Term
                           Interest Rate with the remainder applied to the
                           reduction of the outstanding principal balance of
                           this Note);

                  (iii)    Third, to fund the Monthly Debt Service Subaccount
                           with any other amounts due to the Payee under the
                           Loan Documents not otherwise addressed by this
                           paragraph;

                  (iv)     Fourth, to fund the Replacement Reserve Subaccount
                           until the amount on deposit therein is equal to the
                           amount required to be deposited in the Replacement
                           Reserve on the related Payment Date in accordance
                           with the terms and conditions of the Security
                           Instrument;

                  (v)      Fifth, to fund the Operating Expense Subaccount (as
                           established pursuant to the Cash Management
                           Agreement) until the amount on deposit therein is
                           equal to the Cash Expenses, other than management
                           fees payable to affiliates of Maker, for the month in
                           which such Collection Period ends pursuant to the
                           terms and conditions of the related Approved Annual
                           Budget;

                  (vi)     Sixth, to fund the Operating Expense Subaccount with
                           any Net Capital Expenditures for the month in which
                           such Collection Period ends pursuant to the terms and
                           conditions of the related Approved Annual Budget;

                  (vii)    Seventh, to fund the Operating Expense Subaccount
                           with any Extraordinary Expenses approved by Payee for
                           the month in which such Collection Period ends, if
                           any;

                  (viii)   Eighth, to fund the Monthly Debt Service Subaccount
                           with any amount equal to the remaining principal
                           balance of the Note, to be applied against

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                           the outstanding principal due under this Note until
                           such principal amount is paid in full;

                  (ix)     Ninth, to fund the Monthly Debt Service Subaccount
                           with any amount equal to any Accrued Interest, to be
                           applied against the outstanding amount thereof until
                           all such Accrued Interest has been repaid;

                  (x)      Lastly, to pay to the Maker any excess amounts.

                  (c) In the event that the Maker must incur an Extraordinary
Expense, then the Maker shall promptly deliver to Payee a reasonably detailed
explanation of such proposed Extraordinary Expense for the Payee's approval,
which approval may be granted or denied in the Payee's reasonable discretion.

                  (d) Nothing in this Section 1.07 shall limit, reduce or
otherwise affect Maker's obligations to make payments of the Monthly Payment
Amount, payments to the Impound Account, and the Replacement Reserve due
hereunder and under the other Loan Documents, whether or not Rents and Profits
are available to make such payments.

                                ARTICLE 2 DEFAULT

         2.01     Event of Default. It is hereby expressly agreed that should
any default occur in the payment of principal or interest as stipulated above
and such payment is not made within seven (7) days of the date such payment is
due (except that no grace or notice period is provided for the payment of
principal and interest due on the Maturity Date), or should any other "Event of
Default" or any default not cured within any applicable grace or notice period
occur under any other Loan Document, then an event of default (an "Event of
Default") shall exist hereunder, and in such event the indebtedness evidenced
hereby, including all sums advanced or accrued hereunder or under any other Loan
Document, and all unpaid interest accrued thereon, shall, at the option of Payee
and without notice to Maker, at once become due and payable and may be collected
forthwith, whether or not there has been a prior demand for payment and
regardless of the stipulated date of maturity.

         2.02     Late Charges and Default Interest Rate. In the event that any
payment is not received by Payee on the date when due (subject to the applicable
grace period), then in addition to any default interest payments due hereunder,
Maker shall also pay to Payee a late charge in an amount equal to five percent
(5.0%) of the amount of such overdue payment. So long as any Event of Default
exists, regardless of whether or not there has been an acceleration of the
indebtedness evidenced hereby, and at all times after maturity of the
indebtedness evidenced hereby (whether by acceleration or otherwise), interest
shall accrue on the outstanding principal balance of this Note from the date of
default at a rate per annum equal to the lesser of (a) four percent (4.0%) in
excess of the Applicable Interest Rate, or (b) the maximum rate of interest, if
any, which may be charged or collected from Maker under applicable law (the
"Default Interest Rate"), and such default interest shall be immediately due and
payable. Maker acknowledges

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that it would be extremely difficult or impracticable to determine Payee's
actual damages resulting from any late payment or default, and such late charges
and default interest are reasonable estimates of those damages and do not
constitute a penalty.

         2.03     Cumulative Remedies. The remedies of Payee in this Note or in
the Loan Documents, or at law or in equity, shall be cumulative and concurrent,
and may be pursued singly, successively or together in Payee's discretion. In
the event this Note, or any part hereof, is collected by or through an
attorney-at-law, Maker agrees to pay all costs of collection including, but not
limited to, reasonable attorneys' fees.

         2.04     Exculpation. Notwithstanding anything in the Loan Documents to
the contrary, but subject to the qualifications hereinbelow set forth, Payee
agrees that:

                                    a.       Maker shall be liable upon the
                           indebtedness evidenced hereby and for the other
                           obligations arising under the Loan Documents to the
                           full extent (but only to the extent) of the security
                           therefor, the same being all properties (whether real
                           or personal), rights, estates and interests now or at
                           any time hereafter securing the payment of this Note
                           and/or the other obligations of Maker under the Loan
                           Documents (collectively, the "Security Property");

                                    b.       if an Event of Default occurs, any
                           judicial or other proceedings brought by Payee
                           against Maker shall be limited to the preservation,
                           enforcement and foreclosure, or any thereof, of the
                           liens, security titles, estates, assignments, rights
                           and security interests now or at any time hereafter
                           securing the payment of this Note and/or the other
                           obligations of Maker under the Loan Documents, and no
                           attachment, execution or other writ of process shall
                           be sought, issued or levied upon any assets,
                           properties or funds of Maker other than the Security
                           Property, except with respect to the liability
                           described below in this section; and

                                    c.       in the event of a foreclosure of
                           such liens, security titles, estates, assignments,
                           rights or security interests securing the payment of
                           this Note and/or the other obligations of Maker under
                           the Loan Documents, no judgment for any deficiency
                           upon the indebtedness evidenced hereby shall be
                           sought or obtained by Payee against Maker, except
                           with respect to the liability described below in this
                           section; provided, however, that, notwithstanding the
                           foregoing provisions of this section, Maker shall be
                           fully and personally liable and subject to legal
                           action to the extent of any loss, damage, cost,
                           expense, liability, claim, demand other obligation
                           incurred by Payee (including attorneys fees and

                                       11
<PAGE>

                           costs incurred) arising out of or in connection with
                           the following: (i) for proceeds paid under any
                           insurance policies (or paid as a result of any other
                           claim or cause of action against any person or
                           entity) by reason of damage, loss or destruction to
                           all or any portion of the Security Property, to the
                           full extent of such proceeds not previously delivered
                           to Payee, but which, under the terms of the Loan
                           Documents, should have been delivered to Payee, (ii)
                           for proceeds or awards resulting from the
                           condemnation or other taking in lieu of condemnation
                           of all or any portion of the Security Property, or
                           any of them, to the full extent of such proceeds or
                           awards not previously delivered to Payee, but which,
                           under the terms of the Loan Documents, should have
                           been delivered to Payee, (iii) for all tenant
                           security deposits or other refundable deposits paid
                           to or held by Maker or any other person or entity in
                           connection with leases of all or any portion of the
                           Security Property which are not applied in accordance
                           with the terms of the applicable lease or other
                           agreement, (iv) for rent and other payments received
                           from tenants under leases of all or any portion of
                           the Security Property paid more than one month in
                           advance, (v) for rents, issues, profits and revenues
                           of all or any portion of the Security Property
                           received or applicable to a period after the
                           occurrence of any Event of Default or any event
                           which, with notice or the passage of time, or both,
                           would constitute an Event of Default hereunder or
                           under the Loan Documents which are not either applied
                           to the ordinary and necessary expenses of owning and
                           operating the Security Property or paid to Payee,
                           (vi) for waste committed on the Security Property by,
                           or damage to the Security Property as a result of the
                           intentional misconduct or gross negligence of, Maker
                           or any of its principals, officers, general partners
                           or members, any guarantor, any indemnitor, or any
                           agent or employee of any such persons, or any removal
                           of the Security Property in violation of the terms of
                           the Loan Documents, to the full extent of the losses
                           or damages incurred by Payee on account of such
                           occurrence, (vii) for failure to pay any valid taxes,
                           assessments, mechanic's liens, materialmen's liens or
                           other liens which could create liens on any portion
                           of the Security Property which would be superior to
                           the lien or security title of the Security Instrument
                           or the other Loan Documents, to the full extent of
                           the amount claimed by any such lien claimant except,
                           with respect to any such taxes or assessments, to the
                           extent that funds have been deposited with Payee
                           pursuant to the terms of the Security Instrument
                           specifically for the applicable taxes or assessments
                           and not applied by Payee to pay such taxes and
                           assessments, (viii) for all obligations and
                           indemnities of Maker under the Loan Documents
                           relating to hazardous or toxic substances or radon or
                           compliance with environmental laws and regulations to
                           the full extent of any losses or damages (including,
                           but not limited to, those resulting from diminution
                           in value of any Security Property) incurred by Payee
                           as a result of the existence of such hazardous or
                           toxic substances or radon or failure to comply with
                           environmental laws or regulations, (ix) any amounts
                           due and payable to: (1) Best Buy Stores, L.P. ("BEST
                           BUY") from Borrower in connection with the
                           termination by Borrower of that certain lease
                           agreement by and between Borrower and Best Buy dated
                           March, 1999, pursuant to Section 30 of the Best Buy
                           Lease, (2) The TJX

                                       12
<PAGE>

                           Companies, Inc. ("TJX") from Borrower in connection
                           with the termination by Borrower of that certain
                           lease agreement by and between Borrower and TJX dated
                           April 29, 1998 (the "TJX LEASE") pursuant to Section
                           4.8 of the TJX Lease, (3) Thomas and King, Inc. d/b/a
                           Applebee's Neighborhood Grill & Bar ("TK") from
                           Borrower in connection with the termination by
                           Borrower of that certain lease agreement by and
                           between Borrower and TK dated August 17, 1999 (the
                           "TK LEASE") pursuant to Section 3.04 of the TK Lease,
                           (4) Captec Ster Ohio L.L.C. d/b/a Jared The Gallery
                           of Jewelry ("CSO") from Borrower in connection with
                           the termination by Borrower of that certain lease
                           agreement by and between Borrower and CSO dated May
                           21, 1999 (the "CSO LEASE") pursuant to Section 3.04
                           of the CSO Lease, (5) Polaris Linens `N Things, Inc.
                           ("PLT") from Borrower in connection with the
                           termination by Borrower of that certain lease
                           agreement by and between Borrower and PLT dated June
                           9, 1998 (the "PLT LEASE") pursuant to Section 8.01 or
                           Section 17.01 of the PLT Lease, or (6) Cost Plus,
                           Inc. ("COST PLUS") from Borrower in connection with
                           the termination by Borrower of that certain lease
                           agreement by and between Borrower and Cost Plus dated
                           September 25, 1998 (the "COST PLUS LEASE") pursuant
                           to Section 9.2 of the Cost Plus Lease, and any other
                           amounts due and payable to any of the other tenants
                           at the Property in connection with the termination by
                           Borrower of a lease agreement and (x) for fraud or
                           material misrepresentation or failure to disclose a
                           material fact by Maker or any of its principals,
                           officers, general partners or members, any guarantor,
                           any indemnitor or any agent, employee or other person
                           authorized or apparently authorized to make
                           statements, representations or disclosures on behalf
                           of Maker, any principal, officer, general partner or
                           member of Maker, any guarantor or any indemnitor, to
                           the full extent of any losses, damages and expenses
                           of Payee on account thereof. Nothing contained in
                           this section shall (A) be deemed to be a release or
                           impairment of the indebtedness evidenced by this Note
                           or the other obligations of Maker under the Loan
                           Documents or the lien of the Loan Documents upon the
                           Security Property, or (B) preclude Payee from
                           foreclosing the Loan Documents in case of any default
                           or from enforcing any of the other rights of Payee
                           except as stated in this section, or (C) release,
                           relieve, reduce, waive, limit or impair in any way
                           whatsoever, any obligation of any party to the
                           Indemnity and Guaranty Agreement and Hazardous
                           Substances Indemnity Agreement each of even date
                           executed and delivered in connection with the
                           indebtedness evidenced by this Note.

                  Notwithstanding anything to the contrary in this Note, the
Security Instrument or any of the other Loan Documents, (A) Payee shall not be
deemed to have waived any right which Payee 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 indebtedness evidenced hereby or secured by the
Security Instrument or any of the other Loan Documents or to require that all
collateral shall continue to secure all of the indebtedness owing to Payee in
accordance with this

                                       13
<PAGE>

Note, the Security Instrument and the other Loan Documents and (B) indebtedness
evidenced by this Note shall be fully recourse to Maker in the event that: (i)
Maker fails to maintain its status as a single purpose entity, as required by,
and in accordance with the terms and provisions of, the Security Instrument;
(ii) Maker fails to obtain Payee's prior written consent to any subordinate
financing or other voluntary lien encumbering the Security Instrument; (iv)
Maker fails to obtain Payee's prior written consent to any assignment, transfer,
or conveyance of the Security Property or any interest therein as required by
the Security Instrument or (v) a receiver, liquidator or trustee of Maker or of
any guarantor or indemnitor shall be appointed or if Maker or any guarantor or
indemnitor shall be adjudicated a bankrupt or insolvent, or if any petition for
bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or
any similar federal or state law, shall be filed by, consented to, or acquiesced
in by, Maker or any guarantor or indemnitor or if any proceeding for the
dissolution or liquidation of Maker or of any guarantor or indemnitor shall be
instituted by Maker or any guarantor or indemnitor.

                          ARTICLE 3 GENERAL CONDITIONS

         3.01     No Waiver: Amendment. No failure to accelerate the debt
evidenced hereby by reason of default hereunder, acceptance of a partial or past
due payment, or indulgences granted from time to time shall be construed (a) as
a novation of this Note or as a reinstatement of the indebtedness evidenced
hereby or as a waiver of such right of acceleration or of the right of Payee
thereafter to insist upon strict compliance with the terms of this Note, or (b)
to prevent the exercise of such right of acceleration or any other right granted
hereunder or by any applicable laws; and Maker hereby expressly waives the
benefit of any statute or rule of law or equity now provided, or which may
hereafter be provided, which would produce a result contrary to or in conflict
with the foregoing. No extension of the time for the payment of this Note or any
installment due hereunder, made by agreement with any person now or hereafter
liable for the payment of this Note shall operate to release, discharge, modify,
change or affect the original liability of Maker under this Note, either in
whole or in part unless Payee agrees otherwise in writing. This Note may not be
changed orally, but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification or discharge is sought.

         3.02     Waivers. Presentment for payment, demand, protest and notice
of demand, intent to accelerate, acceleration, protest and nonpayment and all
other notices are hereby waived by Maker. Maker hereby further waives and
renounces, to the fullest extent permitted by law, all rights to the benefits of
any moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption and homestead now or hereafter
provided by the Constitution and laws of the United States of America and of
each state thereof, both as to itself and in and to all of its property, real
and personal, against the enforcement and collection of the obligations
evidenced by this Note or the other Loan Documents.

         3.03     Limit of Validity. The provisions of this Note and of all
agreements between Maker and Payee, whether now existing or hereafter arising
and whether written or oral, are hereby expressly limited so that in no
contingency or event whatsoever, whether by reason of

                                       14
<PAGE>

demand or acceleration of the maturity of this Note or otherwise, shall the
amount paid, or agreed to be paid ("Interest"), to Payee for the use,
forbearance or detention of the money loaned under this Note exceed the maximum
amount permissible under applicable law. If, from any circumstance whatsoever,
performance or fulfillment of any provision hereof or of any agreement between
Maker and Payee shall, at the time performance or fulfillment of such provision
shall be due, exceed the limit for Interest prescribed by law or otherwise
transcend the limit of validity prescribed by applicable law, then ipso facto
the obligation to be performed or fulfilled shall be reduced to such limit and
if, from any circumstance whatsoever, Payee shall ever receive anything of value
deemed Interest by applicable law in excess of the maximum lawful amount, an
amount equal to any excessive Interest shall be applied to the reduction of the
principal balance owing under this Note in the inverse order of its maturity
(whether or not then due) or at the option of Payee be paid over to Maker, and
not to the payment of Interest. All Interest (including, but not limited to, any
amounts or payments deemed to be Interest) paid or agreed to be paid to Payee
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full period until payment in full of the
principal balance of this Note so that the Interest thereof for such full period
will not exceed the maximum amount permitted by applicable law. This Section
3.03 will control all agreements between Maker and Payee.

         3.04     Use of Funds. Maker hereby warrants, represents and covenants
that no funds disbursed hereunder shall be used for personal, family or
household purposes.

         3.05     Unconditional Payment. Maker is and shall be obligated to pay
principal, interest and any and all other amounts which become payable hereunder
or under the other Loan Documents absolutely and unconditionally and without any
abatement, postponement, diminution or deduction and without any reduction for
counterclaim or setoff. In the event that at any time any payment received by
Payee hereunder shall be deemed by a court of competent jurisdiction to have
been a voidable preference or fraudulent conveyance under any bankruptcy,
insolvency or other debtor relief law, then the obligation to make such payment
shall survive any cancellation or satisfaction of this Note or return thereof to
Maker and shall not be discharged or satisfied with any prior payment thereof or
cancellation of this Note, but shall remain a valid and binding obligation
enforceable in accordance with the terms and provisions hereof, and such payment
shall be immediately due and payable upon demand.

         3.06     Waiver of Jury Trial. MAKER, TO THE FULL EXTENT PERMITTED BY
LAW, HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE
OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY
WAY RELATING TO THE DEBT EVIDENCED BY THIS NOTE OR ANY CONDUCT, ACT OR OMISSION
OF PAYEE OR MAKER, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS,
MEMBERS, EMPLOYEES, AGENTS OR ATTORNEYS, OR ANY OTHER PERSONS AFFILIATED WITH
PAYEE OR MAKER, IN EACH OR THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT,
TORT OR OTHERWISE.

                                       15
<PAGE>

         3.07     Secondary Market. Payee may sell, transfer and deliver the
Loan Documents to one or more investors in the secondary mortgage market. In
connection with such sale, Payee may retain or assign responsibility for
servicing the loan evidenced by this Note or may delegate some or all of such
responsibility and/or obligations to a servicer, including, but not limited to,
any subservicer or master servicer, on behalf of the investors. All references
to Payee herein shall refer to and include, without limitation, any such
servicer, to the extent applicable.

         3.08     Miscellaneous. This Note shall be interpreted, construed and
enforced according to the laws of the State of Ohio. The terms and provisions
hereof shall be binding upon and inure to the benefit of Maker and Payee and
their respective heirs, executors, legal representatives, successors,
successors-in-title and assigns, whether by voluntary action of the parties or
by operation of law. As used herein, the terms "Maker" and "Payee" shall be
deemed to include their respective heirs, executors, legal representatives,
successors, successors-in-title and assigns, whether by voluntary action of the
parties or by operation of law. If Maker consists of more than one person or
entity, each shall be jointly and severally liable to perform the obligations of
Maker under this Note. All personal pronouns used herein, whether used in the
masculine, feminine or neuter gender, shall include all other genders; the
singular shall include the plural and vice versa. Titles of articles and
sections are for convenience only and in no way define, limit, amplify or
describe the scope or intent of any provisions hereof. Time is of the essence
with respect to all provisions of this Note. This Note and the other Loan
Documents contain the entire agreements between the parties hereto relating to
the subject matter hereof and thereof and all prior agreements relative hereto
and thereto which are not contained herein or therein are terminated.

         3.09     Definitions.

                  As used in this Note:

                  (a) The term "ANNUAL BUDGET" shall mean an annual budget
submitted by Maker to Payee in accordance with the terms of Section 1.06(b)
herein.

                  (b) The term "ANTICIPATED REPAYMENT DATE" shall mean June 1,
2010.

                  (c) The term "APPLICABLE INTEREST RATE" shall mean from (a)
the date of this Note through but not including the Anticipated Repayment Date,
the Initial Term Interest Rate, and (b) from and after the Anticipated Repayment
Date through and including the date this Note is paid in full, the Extended Term
Rate.

                  (d) The term "APPROVED ANNUAL BUDGET" shall mean each Annual
Budget approved by Payee in accordance with terms herein.

                  (e) The term "CAPITAL EXPENDITURES" shall mean for any period,
the amount expended for items capitalized under generally accepted accounting
principles including expenditures for building improvements or major repairs,
leasing commissions and tenant improvements.

                                       16
<PAGE>

                  (f) The term "CASH EXPENSES" shall mean for any period, the
operating expenses for the Security Property (as hereinafter defined) as set
forth in an Approved Annual Budget to the extent that such expenses are actually
incurred by Maker minus payments into the Impound Account (as defined in the
Security Instrument), the Replacement Reserve (as defined in the Security
Instrument) and the Leasing Reserve (as defined in the Security Instrument).

                  (g) The term "CASH MANAGEMENT AGREEMENT" shall mean that
certain Cash Management Agreement dated as of May, __ 2000 by and among Payee,
Maker and Glimcher Properties Limited Partnership.

                  (h) The term "DEBT" shall mean, collectively, the whole of the
principal sum of this Note, together with all interest accrued and unpaid
thereon and all other sums due under the Loan Documents

                  (i) The term "EXTENDED TERM RATE" shall mean a rate per annum
equal to (1) the greater of (i) the Initial Term Interest Rate plus five (5)
percentage points or (ii) the Treasury Rate plus five (5) percentage points or
(2) for so long as the Note is an asset of the trust, partnership, corporation
or other entity formed in connection with a Secondary Market Transaction (as
defined in the Security Instrument) pursuant to which securities rated by any
rating agency have been issued, the Initial Term Interest Rate plus two (2)
percentage points.

                  (j) The term "EXTRAORDINARY EXPENSE" shall mean an
extraordinary operating expense or capital expense not set forth in the Approved
Annual Budget or allotted for in the Replacement Reserve.

                  (k) The term "INITIAL TERM INTEREST RATE" shall mean a rate of
Eight and TWENTY Hundredths percent (8.20%) per annum.

                  (l) The term "NET CAPITAL EXPENDITURES" shall mean for any
period the amount by which Capital Expenditures during such period exceeds
reimbursements for such items during such period from any fund established
pursuant to the Loan Documents.

                  (m) The term "TREASURY RATE" shall mean, as of the Anticipated
Repayment Date, the yield, calculated by linear interpolation (rounded to the
nearest one-thousandth of one percent (i.e., 0.001%)) of the yields of
noncallable United States Treasury obligations with terms (one longer and one
shorter) most nearly approximating the period from the Anticipated Repayment
Date to the Maturity Date, as determined by Payee on the basis of Federal
Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S.
Governmental Security/Treasury Constant Maturities, or other recognized source
of financial market information selected by Payee.

Maker's Tax Identification No.:

31-1581365

                                       17
<PAGE>

                  IN WITNESS WHEREOF, Maker has executed this Note under seal as
of the date first above written.

                                      POLARIS CENTER, LLC,
                                      a Delaware limited liability company

                                      By:  Glimcher PTC, Inc.,
                                           a Delaware corporation,
                                           its managing member

                                           By:   _______________________________
                                                 Name:  William G. Cornely
                                                 Title: Executive Vice President
                                                        Chief Operating Officer/
                                                        Chief Financial Officer

Signed and acknowledged
in the presence of:

_______________________
Signature

_______________________
Print name

_______________________
Signature

_______________________
Print name

                                       18
<PAGE>

STATE OF OHIO,

COUNTY OF FRANKLIN, SS:

         On this ____ day of May, 2000, before me, a notary public in and for
said County and State, personally appeared William G. Cornely, named in the
foregoing instrument as the Executive Vice President and Chief Operating
Officer/Chief Financial Officer of Glimcher PTC, Inc., a Delaware corporation,
the managing member of Polaris Center, LLC named as "Borrower" in the foregoing
instrument, who, being first duly sworn, acknowledged to me that he signed the
foregoing instrument on behalf of the managing member of Borrower, being duly
authorized, and that the same was the free act and deed of Borrower and his free
act and deed.

                  WITNESS my hand and official seal.

                                             _______________________
                                             Notary Public

                                       19