<PAGE>

                                                                    EXHIBIT 10.6

                                                           Polaris Fashion Place

                     MEMBERSHIP INTEREST PURCHASE AGREEMENT

         This Membership Interest Purchase Agreement (this "Agreement") is made
by and between the seven (7) sellers (collectively, the "Sellers" and
individually, a "Seller") known as N.P. Limited Partnership, an Ohio limited
partnership ("N.P."); Yogi Development Co., LLC., an Ohio limited liability
company ("Yogi"); Williams-Fair III, LLC, an Ohio limited liability company
("Williams"); LAW Polaris LLC, an Ohio limited liability company ("LAW"); NEK
Polaris LLC, an Ohio limited liability company ("NEK"); TPKFF Polaris LLC, an
Ohio limited liability company ("TPKFF"); and Thomas L. Kaplin, an individual
("Kaplin"); all of the foregoing as Sellers, 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 Sellers and
Purchaser (the "Effective Date"). Polaris Mall, 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 interests
described in this Agreement and to otherwise comply with those specific
obligations expressly imposed on it by the terms of this Agreement. The Sellers
and the Purchaser may be sometimes collectively referred to herein as the
"parties".

                                    RECITALS

         A.       The Sellers collectively own 60.7143% limited liability
                  company membership interests (collectively, the "Interests",
                  and singularly, as to each respective Seller, an "Interest")
                  in the Company. The Sellers' respective percentage ownership
                  of their Interests (the "Percentage Interest") in the Company
                  are as set forth following:

<TABLE>
<CAPTION>
Name of Seller                        Percentage Interest
--------------                        -------------------
<S>                                   <C>
N.P. Limited Partnership               25.0798% (3.6512% Class A Interest
                                                and 21.4286% regular
                                                Interest)

Yogi Development Co., LLC               3.9286%
Williams-Fair III, LLC                  1.9643%
LAW Polaris LLC                       14.47795%
NEK Polaris LLC                       11.61045%
TPKFF Polaris LLC                       2.8675%
Thomas L. Kaplin                        0.7857%
                                      --------

                        Total          60.7143%
</TABLE>

         B.       Purchaser is the only other member (collectively, the
                  "Members" and individually, a "Member") of the Company. The
                  Company's Members entered into a certain Amended and Restated
                  Operating Agreement dated as of August 31, 2000, which
                  agreement was amended pursuant to an amendment dated March 31,
                  2003 (collectively, the "Operating Agreement"). The Operating
                  Agreement has not been
<PAGE>

                  subsequently amended, and that document is the only document
                  evidencing the Sellers' ownership of the Interests 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 Sellers desire to
                  sell, the Sellers' 60.7143% Interests as Members 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 Sellers, and the Sellers agree to sell to the Purchaser, the
         Interests in the Company for the price and on the terms set forth in
         this Agreement. The transfer (the "Transfer") of the Interests in the
         Company shall be completed by each 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(a) below).

2.       Purchase Price. The total purchase price (the "Purchase Price") to be
         paid by the Purchaser for the Interests shall equal Forty Six Million
         Five Hundred Thousand Dollars ($46,500,000.00) payable according to the
         terms set forth in Section 3 of this Agreement. The Purchase Price
         allocated to each of the Sellers shall be determined by multiplying
         each Seller's respective Percentage Interest set forth in Recital A of
         this Agreement by the amount of the Purchase Price.

3.       Payment Terms. The payment of the Purchase Price shall be paid as
         follows:

         a.       Cash Payment. Simultaneously with the closing and funding (the
                  "Closing" or the "Closing Date") of the purchase and sale of
                  the Interests, the portion of the Purchase Price not paid in
                  the form of limited partnership units in the Purchaser ("OP
                  Units") pursuant to subsection 3(b) below, shall be paid by
                  the Purchaser to the Sellers in immediately available federal
                  funds. The cash portion of the Purchase Price shall be reduced
                  by the dollar amount of the OP Units issued to the Sellers
                  pursuant to Section 3(b) below. Prior to the Closing, the
                  Sellers shall provide the Purchaser with wire transfer
                  instructions so that the total Purchase Price allocated to
                  each of the Sellers as set forth above in Section 2 are wire
                  transferred to the respective Seller.

         b.       OP Units. The Sellers shall have the right to receive a
                  portion of the Purchase Price by causing the Purchaser to
                  issue OP Units to the Sellers, if the Sellers serve written
                  notice (the "OP Notice") to the Purchaser by December 1, 2003,
                  and subject to the following terms and conditions:

                                       2
<PAGE>

         i.       The OP Notice shall specify the amount of the Purchase Price
                  to be paid in OP Units issued to the Sellers, (the "Agreed OP
                  Cap"), which amount shall in no event exceed Fifteen Million
                  Dollars ($15,000,000.00);

         ii.      The OP Notice shall be signed by all the Sellers and shall
                  specify which of the Sellers shall receive OP Units and the
                  percentage of OP Units allocated among each of the Sellers;

         iii.     The OP Units shall be issued by the Purchaser in accordance
                  with the terms and conditions of the Purchaser's limited
                  partnership agreement (the "GPLP Partnership Agreement") and
                  the date of contribution for the OP Units and their date of
                  issuance shall be January 5, 2004 (the "OP Issuance Date");

         iv.      The number of OP Units to be issued shall equal the quotient
                  (rounded to the nearest whole number) arrived at by dividing
                  (i) the Agreed OP Cap, by (ii) the "Current Per Share Market
                  Price", as that term is defined by the GPLP Partnership
                  Agreement, which defines that term as the average of the
                  closing price for Glimcher Realty Trust ("GRT") for the five
                  (5) consecutive trading days prior to the date that the OP
                  Units are issued;

         v.       Pursuant to the terms of the GPLP Partnership Agreement, the
                  holder of any OP Units may cause the Purchaser to redeem the
                  OP Units, and such redemption shall, in the sole and absolute
                  discretion of the Purchaser, be paid in the form of either (1)
                  cash; (2) common shares of GRT stock; or (3) any combination
                  of cash and shares of GRT stock. Redemption of such OP Units
                  shall also be subject to the following restrictions: (x) OP
                  Units may not be redeemed for a period of one (1) year from
                  the OP Issuance Date; (y) in each of the twelve (12) month
                  periods commencing on the first anniversary of the OP Issuance
                  Date, no more than the Annual Redemption Limit Amount (as that
                  term is defined in subsection 3(vii) below), of the total
                  number of issued OP Units held by all of the Sellers in the
                  aggregate may be redeemed in such period; and, (z) GRT stock
                  that is issued for OP Units may not be publicly traded or sold
                  until registered, with the recipient being responsible for all
                  costs of registration; provided, however, a recipient of stock
                  shall have the right to join in (piggyback) with any new
                  registration of GRT stock so long as such recipient shall pay
                  prior to the registration a prorata share for such
                  registration based upon the ratio of the number of shares
                  registered by such recipient bears to the total number of
                  shares being registered.

         vi.      Prior to the issuance of any OP Units, each of the Sellers
                  receiving any such OP Units shall execute and deliver a letter
                  of investment representation to the Purchaser, which letter
                  shall be in the form then used by the Purchaser for such
                  purposes.

                                       3
<PAGE>

         vii.     For purposes of this Agreement, the Annual Redemption Limit
                  Amount shall be the product of (i) the aggregate number of all
                  OP Units issued under the terms of Section 3(b) of this
                  Agreement, multiplied by (ii) a fraction having as its
                  numerator Seven Million Five Hundred Thousand Dollars
                  ($7,500,000.00), and having as its denominator the greater of
                  (A) Seven Million Five Hundred Thousand Dollars
                  ($7,500,000.00) or (B) the Agreed OP Cap. The OP Units shall
                  be redeemed during any twelve (12) month period in the order
                  in which the holders of such OP Units deliver redemption
                  exercise notices to the Purchaser during the respective twelve
                  (12) month period, in accordance with the GPLP Partnership
                  Agreement.

4.       Agreement Relating to Polaris Fashion Place Ring Road. The Company owns
         one hundred percent (100%) of PFP Columbus, LLC, a Delaware limited
         liability company (the "Mall Owner"). The Mall Owner owns the regional
         shopping center ("Center") known as Polaris Fashion Place situated in
         Delaware County, Ohio. The Center was legally formed pursuant to a
         certain Operating and Reciprocal Easement Agreement, as amended
         ("REA"), which was recorded with the Delaware County Recorder's Office.
         Attached to the REA is a certain plot plan (the "Plot Plan"), which
         shows the location of a certain Ring Road ("Ring Road") and related
         access roads (the "Access Roads"). Concurrent with the execution of
         this Agreement, the Company shall cause the Mall Owner to execute and
         deliver, and NP agrees to execute and deliver, the agreement (the "Ring
         Road Agreement") relating to curb cuts on the Ring Road and the Access
         Road that is set forth on Exhibit B attached to this Agreement.

5.       Transfer of the Interests after the Effective Date. After the Effective
         Date of this Agreement, none of the Sellers shall transfer directly or
         indirectly all or any part of their respective Interests in the
         Company, even if those transfers are permitted by the terms of the
         Operating Agreement.

6.       Contingencies to Closing. In connection with the execution of this
         Agreement, Purchaser also entered into an agreement (the "Polaris
         Center Purchase Agreement") to purchase 100% of the membership
         interests owned by N.P. in Polaris Center, LLC, a Delaware limited
         liability company ("Polaris Center"). 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 N.P.'s
         limited liability interests (the "Polaris Center Interests") in Polaris
         Center, and it shall be a condition precedent to this Agreement that
         N.P., in consideration for payment to it as required under the Polaris
         Center Agreement, transfer all of N.P.'s Polaris Center Interests to
         Purchaser under the terms of the Polaris Center Agreement,
         simultaneously with the Closing of this Agreement.

7.       Closing. The Closing shall occur in the Company's offices at 150 East
         Gay Street, Columbus, Ohio on January 5th, 2004 at 2:00 p.m. The
         parties shall execute a closing settlement statement ("Closing
         Settlement Statement") setting forth the allocation of the Purchase
         Price among the Sellers as set forth in this Agreement. At the Closing,
         the parties shall execute and/or deliver the following documents
         (collectively, the "Closing

                                       4
<PAGE>

         Documents") and other deliveries required by the terms of this
         Agreement, all of which are set forth below:

<TABLE>
<CAPTION>
                                                 Referred to in Section 4
       Agreement/Document/Delivery                  Agreement Section                  Delivered By
       ---------------------------                  -----------------                  ------------
<S>                                              <C>                                <C>
(a)      Assignment Agreement                    Section 1                                Sellers

(b)      Cash portion of Purchase Price          Section 3(a)                            Purchaser

(c)      OP Units                                Section 3(b)(iv)                        Purchaser

(d)      Investment Representation Letter        Section 3(b)(vi)                         Sellers

(e)      Closing Settlement Statement            Section 7                                Company

(f)      Good Standing Certificate               Section 9(a)(v)                          Sellers

(g)      Good Standing Certificates              Section 9(b)(iii)                       Purchaser

(h)      Such other documents                    Section 10                         Any of the parties

(i)      Resolutions                             Section 17                         Each of the Sellers
</TABLE>

8.       Mutual Release. Effective as of the Closing Date and the payment of the
         entire Purchase Price by the Purchaser to the Sellers, the Purchaser,
         each of the Sellers, 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 Sellers'
         investment and membership in the Mall Owner and the Company, (b) any
         and all rights and obligations under the current or any former
         Operating Agreements for the Mall Owner or the Company, (c) any and all
         rights and obligations under any other agreements or understandings
         relating to the Seller's investment in and ownership of the Mall
         Owner's or the Company's business or assets, including without
         limitation any and all financial reporting and accounting matters
         associated therewith, (d) the transfer of the Interests, (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 Sellers and the Company, as of the Closing
         Date agree to indemnify

                                       5
<PAGE>

         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 Sellers 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 Section 8 of this Agreement is not intended
         to terminate or release any obligations under the following agreements:

         a.       The Ring Road Agreement attached to this Agreement as Exhibit
                  B; and,

         b.       Various declarations of restrictions, curb cut and access
                  maintenance agreements and sign easement agreements relating
                  to real estate adjacent to the Center.

9.       Representations and Warranties.

         a.       Sellers' Representations and Warranties. Each Seller, with
                  respect to itself, hereby represents and warrants to the
                  Purchaser as of the Effective Date and again as of the Closing
                  Date as follows:

                  i.       that such 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 such Seller has not previously transferred any
                           part of their respective Interest sold to Purchaser
                           under the terms of this Agreement;

                  iii.     that such 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
                           such 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.       if such Seller is a limited liability company or
                           limited partnership, such Seller is in good standing
                           under the laws of the State of Ohio, and that each of
                           its nonindividual constituent members or partners, as
                           applicable, is in good standing, and that to the
                           extent that the execution of this Agreement or any
                           actions contemplated hereby must be authorized by
                           such Seller's members or partners, as applicable,
                           such actions have been duly and properly authorized
                           by all proper, legal and duly authorized actions. If
                           such Seller is a limited liability company or limited
                           partnership, such Seller shall order and tender to
                           Purchaser at the Closing,

                                       6
<PAGE>

                           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 a Seller from the
                           representations, warranties and obligations contained
                           in this subsection;

                  vi.      that as to the Seller who is an individual, such
                           Seller has the right and power to enter into this
                           Agreement, and is under no restrictions,
                           disabilities, or subject to any other condition which
                           would in any way prohibit or restrict that individual
                           Seller from executing this Agreement and performing
                           all of that individual Seller's obligations under the
                           terms of this Agreement;

                  vii.     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 such Seller's obligations hereunder; and,

                  viii.    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 each 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;

                  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 at the
                           Closing, one (1) 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,

                                       7
<PAGE>

                  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.

10.      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.

11.      Pre-Closing Covenants. Each of the parties to this Agreement will use
         his or 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 7 hereof. The Company will not cause or permit the Company or
         Mall Owner to sell any Outlot(s) (as that term is defined in the REA)
         prior to the Closing.

12.      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 Sellers 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.

13.      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 Sellers 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.

                                       8
<PAGE>

         a.       If to Sellers:

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

                  Yogi Development Co., LLC
                  c/o Rockford Homes
                  99 Polaris Parkway
                  Columbus, Ohio 43240
                  Attn: Robert E. Yoakam, Jr.

                  Williams-Fair III, LLC
                  c/o Kirk Williams Co.
                  2734 Home Road
                  Grove City, Ohio 43123
                  Attn: Jim Williams

                  Thomas L. Kaplin
                  207 East Deshler Avenue
                  Columbus, Ohio 43206

                  LAW Polaris LLC
                  c/o Robert Weiler Company
                  41 South High Street
                  Columbus, Ohio 43215
                  Attn: Robert Weiler

                  NEK Polaris LLC
                  c/o Donald W. Kelley & Associates, Inc.
                  250 East Broad Street, Suite 1100
                  Columbus, Ohio 43215
                  Attn: Tim Kelley

                  TPKFF Polaris LLC
                  c/o Donald W. Kelley & Associates, Inc.
                  250 East Broad Street, Suite 1100
                  Columbus, Ohio 43215
                  Attn: Tim Kelley

         b.       If to Purchaser:

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

                                       9
<PAGE>

                  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

14.      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.

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

16.      Cooperation for Section 1031 Exchange. The Purchaser and the Company
         shall reasonably cooperate with any Seller in effecting or facilitating
         an exchange (the "Exchange") under Section 1031 of the Internal Revenue
         Code, including causing a distribution of property by the Company to a
         Seller in partial redemption of such Seller's membership interest, all
         on terms and conditions not inconsistent with the terms of this
         Agreement and on terms and conditions mutually agreeable to Seller and
         Purchaser. The

                                       10
<PAGE>

         Sellers requesting the Exchange shall bear all costs and expenses
         incurred by the Sellers and those reasonably incurred by the Purchaser
         in effecting or facilitating any such Exchange.

17.      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]

                                       11
<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 26, 2003                    By:____________________________________
                                           Robert C. Echele, Trustee

                               YOGI DEVELOPMENT CO., LLC,
                               an Ohio limited liability company

November 26, 2003              By:__________________________________________

                               Its:_________________________________________

                               WILLIAMS-FAIR III, LLC,
                               an Ohio limited liability company

November 26, 2003              By:__________________________________________

                               Its:_________________________________________

                               LAW POLARIS LLC,
                               an Ohio limited liability company

November 26, 2003              By:__________________________________________

                               Its:_________________________________________

                               NEK POLARIS LLC,
                               an Ohio limited liability company

November 26, 2003              By:__________________________________________

                               Its:_________________________________________

                               TPKFF POLARIS LLC,
                               an Ohio limited liability company

November 26, 2003              By:__________________________________________

                               Its:_________________________________________

                                       12
<PAGE>

November 26, 2003              _____________________________________________
                               THOMAS L. KAPLIN, individually

                               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 26, 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 26, 2003              By:__________________________________________
                                     Herbert Glimcher, Chairman

                               [End of Signatures]

                                       13
<PAGE>

                                    EXHIBIT A

                       ASSIGNMENT OF MEMBERSHIP AGREEMENT

<PAGE>

                                                             _____% LLC Interest

                       ASSIGNMENT OF MEMBERSHIP AGREEMENT

         This Assignment of Membership Interest ("Assignment") is made by and
among _____________________, a __________________________ ("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 ______, 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 an ________
percent (_____%) 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:

                               ______________________________,
                               a __________________________________,

                               By:__________________________________
                               Name:________________________________
                               Title:_______________________________

                               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

<PAGE>

                                    EXHIBIT B

                               RING ROAD AGREEMENT