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                                                                    EXHIBIT 10.7

                UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

         FOR VALUE RECEIVED and for the purpose of inducing THE HUNTINGTON
NATIONAL BANK, a national banking association, having an office at 41 South High
Street, Columbus, Ohio 43215 ("Huntington"), to make a loan in the amount of
Thirty Six Million And 00/100 Dollars ($36,000,000.00) to EM COLUMBUS, LLC, a
Delaware limited liability company, having an office at 150 E. Gay Street,
Columbus, Ohio 43215, ("Borrower"), in which the undersigned owns a beneficial
interest and from which the undersigned expects to derive direct monetary
benefit, the undersigned Glimcher Properties Corporation, a Delaware corporation
("Guarantor"), whose social security number or tax identification number is
_______________________, agrees for the benefit of Huntington as follows:

         1.       Guarantor unconditionally and absolutely guarantees to
Huntington the full and prompt payment, whether at stated or accelerated
maturity or otherwise, of any and all principal, interest, damages, losses,
costs, charges, expenses and liabilities, whether fixed or contingent
(collectively the "Indebtedness") and the complete, faithful and punctual
performance of any and all other obligations (collectively the "Obligations") of
Borrower to Huntington under the terms and conditions of (a) the Loan Commitment
Letter dated December 22, 2003, by and between Borrower and Huntington (the
"Commitment Letter") pertaining to such loan; (b) the Note, of even date
herewith, made by Borrower to Huntington, in the principal amount of Thirty Six
Million And 00/100 Dollars ($36,000,000.00). and any and all renewals,
amendments, modifications, reductions and extensions thereof and substitutions
therefor (collectively the "Note") evidencing such loan; (c) the Open-End
Mortgage, Assignment of Rents and Security Agreement, of even date herewith,
granted by Borrower to Huntington (the "Mortgage") securing such loan; and (d)
any other instrument, document, certificate or affidavit heretofore, now or
hereafter given by Borrower evidencing or securing all or any part of the
foregoing (the same, together with the Commitment Letter, the Note and the
Mortgage, collectively the "Loan Documents").

         2.       Guarantor agrees that, if any of the Indebtedness shall not be
paid or any of the Obligations shall not be performed by Borrower in accordance
with the terms and conditions of the Loan Documents, Guarantor shall immediately
so pay such Indebtedness and so perform such Obligations and the same shall
become the direct and primary indebtedness and obligation of Guarantor.
Guarantor shall be liable for the payment of the Indebtedness and the
performance of the Obligations as fully and to the same effect as if Guarantor
was the maker or principal obligor under the Loan Documents.

         3.       The liability of Guarantor under this Unconditional Guaranty
of Payment and Performance (the "Guaranty") is independent of the Indebtedness
and Obligations of Borrower, and a separate action or actions may be brought and
prosecuted against Guarantor regardless of whether any action is brought against
Borrower or whether Borrower be joined in any such action or actions. There
shall be no duty or obligation of Huntington to exhaust any remedy in law or in
equity against Borrower or any security before bringing suit or instituting
proceedings of any kind against Guarantor.

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         4.       The liability of Guarantor hereunder is joint and several with
all others guaranteeing payment of the Indebtedness and performance of the
Obligations (the "Other Guarantors"), and Guarantor may be sued without first,
contemporaneously or subsequently, suing any or all of the Other Guarantors.
Further, Huntington may compromise with any or all of the Other Guarantors for
less than all of the liability of Guarantor hereunder and release any or all of
the Other Guarantors from all further liability, without impairing the right of
Huntington to enforce the liability hereunder of Guarantor.

         5.       Guarantor represents that, at the time of the execution and
delivery of this Guaranty, nothing exists to impair the liability of Guarantor
hereunder or the immediate effectiveness of this Guaranty.

         6.       The liability of Guarantor hereunder shall continue until full
payment of the Indebtedness and full performance of the Obligations, it being
the intention hereof that Guarantor shall remain liable for the payment of the
Indebtedness and for the performance of the Obligations notwithstanding any act,
omission or event which might, but for the provisions hereof, otherwise operate
as a legal or equitable discharge of Guarantor. Without limiting the generality
of the foregoing, the liability of Guarantor hereunder shall not be affected or
impaired on account of the following events:

         (a)      any execution of any guaranty by any of the Other Guarantors,
         whether now or hereafter, or any invalidity or unenforceability of any
         such guaranty;

         (b)      any impairment, modification, release, discharge or limitation
         of liability of Borrower or any of the Other Guarantors, or any stay of
         lien enforcement proceedings against any of the same or their
         respective property, resulting from any receivership, insolvency,
         bankruptcy, dissolution, merger, reorganization or other similar
         proceeding under any present or future provision of the United States
         Bankruptcy Code or any other similar federal or state law or under the
         decision of any court;

         (c)      any voluntary or involuntary liquidation, sale or other
         disposition of all or substantially all of the assets of Borrower;

         (d)      any determination that Borrower is not liable for the payment
         of the Indebtedness or the performance of the Obligations because the
         act creating the Indebtedness or Obligations is ultra vires, because
         the officers or persons creating the Indebtedness or Obligations acted
         in excess of their authority, because of any exculpatory provision in
         the Loan Documents, because of any federal or state law or decision of
         any court, because of any illegality, irregularity, invalidity or
         unenforceability, in whole or in part, of the Loan Documents, or
         otherwise; or

         (e)      any failure of Huntington to accelerate the maturity of the
         Indebtedness or the Obligations upon default thereon, to preserve the
         liability of any person for payment of the Indebtedness or performance
         of the Obligations, to take security therefor, to perfect

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         its interest in any security taken or to exercise or enforce, by legal
         proceedings or otherwise, its rights against Borrower, any other person
         or any security taken;

whether or not Guarantor shall have any notice or knowledge of any of the
foregoing. Further, no delay in exercising any right, power or privilege under
this Guaranty or the Loan Documents shall operate as a waiver of such right,
power or privilege.

         7.       Guarantor authorizes Huntington to deal in any manner with the
Indebtedness and the Obligations and with the security of every kind and
character given to secure the payment and performance thereof, provided that the
principal portion of the Indebtedness shall not be increased above the amount
aforesaid without the written consent of Guarantor, and consents to each action
or omission of Huntington pursuant to such authority. Without limiting the
generality of the foregoing, Guarantor authorizes Huntington, from time to time
and whether one or more times, to amend, modify or supplement any or all of the
Loan Documents; accept one or more replacement promissory notes; extend the time
of payment or maturity of or renew the Indebtedness or the Obligations; waive or
compromise any term or condition contained in the Loan Documents or any right,
remedy or power thereunder, including without limitation, any condition
precedent to loan advances or any right with respect to requiring additional
security; accept additional or replacement security; or release or surrender
security.

         8.       The liability of Guarantor hereunder and the rights of
Huntington hereunder shall be reinstated and revived with respect to any amount
at any time paid against the Indebtedness that thereafter is required to be
restored or returned by Huntington as a result of insolvency, bankruptcy,
reorganization or other similar proceedings affecting Borrower, Guarantor, any
of the Other Guarantors or any other person, or any of the assets of the same,
or as a result of any other fact or circumstance, all as though such amount had
not been paid.

         9.       Guarantor waives:

         (a)      notice of acceptance of this Guaranty by Huntington, of loan
         advances by Huntington and of presentment for payment, nonpayment or
         dishonor or protest of any of the Indebtedness, or any of the
         indebtedness of any person or entity pledged to Huntington as security
         for the Indebtedness or the Obligations;

         (b)      any and all defenses, offsets and counterclaims of Borrower to
         liability under the Loan Documents or of Guarantor under this Guaranty,
         whether now existing or hereafter arising, it being understood and
         agreed that the guarantee of Guarantor hereunder is absolute and
         unconditional under any and all circumstances;

         (c)      any duty on the part of Huntington to disclose to Guarantor
         any fact or facts it may now or hereafter know about Borrower,
         regardless of whether Huntington has reason to believe that any such
         facts materially increase the risk beyond that which Guarantor intends
         to assume, has reason to believe that such facts are unknown to
         Guarantor or has a reasonable opportunity to communicate such facts to
         Guarantor, it being understood and agreed that Guarantor is fully
         responsible for being and remaining informed of the

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         financial condition of Borrower and of all circumstances bearing on the
         risk of nonpayment of the Indebtedness or nonperformance of the
         Obligations; and

         (d)      until the Indebtedness has been repaid and the Obligations
         have been performed, any and all rights of subrogation, contribution,
         reimbursement, indemnity, exoneration, implied contract, recourse to
         security or any other claim, including without limitation, any claim,
         as that term is defined in the United States Bankruptcy Code and any
         amendments, which Guarantor may now have or later acquire against
         Borrower, against any other entity directly or contingently liable for
         the payment of the Indebtedness or performance of the Obligations or
         against the security for the Indebtedness or the Obligations, arising
         from the existence or payment of the Indebtedness or existence or
         performance of the Obligations under this Guaranty.

         10.      Whether or not due Huntington from Borrower, Guarantor agrees
to pay to Huntington all damages, losses, costs, charges, expenses and
liabilities of every kind, nature and description suffered or incurred by
Huntington, including without limitation reasonable attorneys' fees, arising in
any manner out of, growing out of or connected in any way with the enforcement
of the Loan Documents or the protection of any security created thereby,
including the priority thereof, or the enforcement of this Guaranty.

         11.      Guarantor subordinates any and all indebtedness of Borrower
now or hereafter owed to Guarantor to the Indebtedness and agrees that Guarantor
shall not claim any offset or other reduction of Guarantor's liability hereunder
because of any such indebtedness and that, until the Indebtedness has been
repaid and the Obligations have been performed, Guarantor shall not demand or
accept any payment of principal or interest from Borrower and shall not take any
action to obtain any of the security for the Indebtedness or the Obligations.

         12.      Guarantor warrants and represents to Huntington that all
financial statements heretofore delivered by Guarantor to Huntington are true
and correct and that there have been no material, adverse changes as of the date
hereof. Guarantor shall deliver to Huntington then current balance sheets,
income and expense statements and such other financial information as Huntington
may require, within ninety (90) days after the end of each fiscal year of
Guarantor and when otherwise requested by Huntington, and tax returns, within
thirty (30) days after the last date that the same can be filed without
imposition of a penalty for late filing. All financial statements shall be
prepared in accordance with generally accepted accounting principles or
otherwise in form acceptable to Huntington. Huntington reserves the right to
require not more often than annually audited or certified financial information
by a certified public accountant acceptable to Huntington.

         13.      Guarantor shall not transfer assets to others that would
constitute fraudulent transfers under Ohio law or under the United States
Bankruptcy Code, or in other than the ordinary course of business, without
Huntington's prior written consent.

         14.      Nothing herein contained, nor contained in any of the other
Loan Documents, shall be construed or so operate as to require Guarantor to pay
interest in an amount or at a rate

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greater than the highest rate permissible under applicable law. Should any
interest or other charges paid by Guarantor result in the computation or earning
of interest in excess of the highest rate permissible under applicable law, then
any and all such excess shall be and the same is waived by Huntington, and all
such excess shall be automatically credited against and in reduction of the
principal sum, and any portion of said excess which exceeds the principal sum
shall be paid by Huntington to Guarantor, it being the intent of the parties
hereto that under no circumstances shall Guarantor be required to pay interest
in excess of the highest rate permissible under applicable law. All interest
paid or agreed to be paid to Huntington shall, to the extent permitted under
applicable law, be amortized, prorated, allocated and spread throughout the full
period until payment in full of the Indebtedness, including the period of any
renewal or extensions thereof, so that interest thereon for such full period
shall not exceed the maximum amount permitted by applicable law. Notwithstanding
anything to the contrary herein contained, in the event that the interest rate
to be charged hereunder ever exceeds the highest rate permissible under
applicable law, thereby causing the interest accruing to be limited to such
rate, then any subsequent reduction in the interest rate to which Guarantor
would otherwise be entitled shall be held in abeyance until the total amount of
interest accrued equals the amount of interest which would have accrued had the
interest rate not been limited to the highest rate permissible under applicable
law.

         15.      Any notice required or permitted to be given hereunder shall
be in writing. If mailed by first class United States mail, postage prepaid,
registered or certified with return receipt requested, then such notice shall be
effective upon its deposit in the mails. Notice given in any other manner shall
be effective only if and when received by the addressee. For purposes of notice,
the addresses of Guarantor and Huntington shall be as set forth below; provided
however, that either party shall have the right to change such party's address
for notice hereunder to any other location within the continental United States
by the giving of thirty (30) days' written notice to the other party.

         If to Guarantor:           Glimcher Properties Corporation
                                    150 East Gay Street
                                    Columbus, Ohio 43215

         If to Huntington:          The Huntington National Bank
                                    Commercial Real Estate Group
                                    41 South High Street
                                    Columbus, Ohio 43215
                                    Attention: Bonnie Birath

         16.      All rights and remedies of Huntington are cumulative and not
alternative. If any provision or any part of any provision contained in this
Guaranty shall for any reason be held or deemed to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision or remaining part of the affected provision
of this Guaranty, and this Guaranty shall be construed as if such invalid,
illegal or unenforceable provision or part thereof had never been contained
herein, and the remaining provisions of this Guaranty shall remain in full force
and effect.

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         17.      Guarantor agrees that this Guaranty shall inure to the benefit
of and may be enforced by Huntington or its endorsees, transferees, successors
and assigns, and shall be binding upon and enforceable against Guarantor and
Guarantor's legal representatives, heirs, successors and assigns. This Guaranty
may be assigned by Huntington in whole or in part.

         18.      This Guaranty is executed and delivered by Guarantor at
Columbus, Franklin County, Ohio and is to be governed by and construed in
accordance with the laws of the State of Ohio. Guarantor consents to, and by
execution of this Guaranty submits to, the personal jurisdiction of the Court of
Common Pleas of Franklin County, Ohio and the United States District Court
sitting in Columbus, Ohio for the purposes of any judicial proceedings which are
instituted for the enforcement of this Guaranty. Guarantor agrees that venue is
proper in either of said courts.

         19.      This is the entire agreement and there are no other oral or
written agreements and no understandings affecting the terms hereof. This
Guaranty may be modified only by subsequent written agreement executed by
Guarantor and Huntington.

         20.      This Guaranty is a "contract of indebtedness" pursuant to
Section 1301.21, O.R.C. The loan guaranteed by this Guaranty is a business loan
and is not incurred for purposes that are primarily "personal, family or
household", as defined in Section 1301.21, O.R.C.

         21.      Guarantor authorizes any attorney-at-law to appear in any
court of record in the State of Ohio or in any other state or territory of the
United States at any time after this Guaranty or the payment of the Indebtedness
or the performance of the Obligations becomes due, whether at stated maturity,
accelerated maturity or otherwise, to waive the issuing and service of process
and to confess judgment against Guarantor in favor of Huntington for the amount
due, together with interest, expenses, the costs of suit and reasonable
attorneys fees, and thereupon to release and waive all errors, rights of appeal
and stays of execution. Such authority shall not be exhausted by one exercise,
but judgment may be confessed from time to time as any sums and/or costs,
expenses or reasonable attorneys fees shall be due, by filing an original or a
photostatic copy of this Guaranty.

         HUNTINGTON, BY ACCEPTANCE OF THIS GUARANTY, AND GUARANTOR HEREBY
MUTUALLY, VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE FOR THE BENEFIT OF
THE OTHER ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, IN CONNECTION WITH,
RELATED TO, OR INCIDENTAL TO THIS GUARANTY OR THE LOAN DOCUMENTS, THE
TRANSACTIONS RELATED THERETO OR THE RELATIONSHIP ESTABLISHED THEREBY. THIS
PROVISION IS A MATERIAL INDUCEMENT TO HUNTINGTON AND GUARANTOR TO ENTER INTO
THIS TRANSACTION. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY
HUNTINGTON'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY
CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS GUARANTY OR THE
LOAN DOCUMENTS.

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         IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be executed
as of the ______ day of ________________, 2003.

WARNING - BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.

                                       Glimcher Properties Corporation,
                                       a Delaware corporation

                                       By:______________________________________

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