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                                                                   EXHIBIT 10.38

                            CREDIT LINE DEED OF TRUST
                   ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
                                 FIXTURE FILING

                                     MADE BY

                    GLIMCHER PROPERTIES LIMITED PARTNERSHIP,

                                   AS GRANTOR

                                       TO

                                MOLLY BABER FRICK

                                   AS TRUSTEE
                               FOR THE BENEFIT OF

                          KEYBANK NATIONAL ASSOCIATION

                                 AS BENEFICIARY

                          Dated as of: October 17, 2003

                   PREPARED BY AND UPON RECORDATION RETURN TO:

                       Sonnenschein Nath & Rosenthal, LLP
                                8000 Sears Tower
                                233 South Wacker
                             Chicago, Illinois 60606
                           Attention: Pat Moran, Esq.

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                            CREDIT LINE DEED OF TRUST
                   ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
                                 FIXTURE FILING

                            Project Commonly Known As

                                "Pea Ridge Plaza"

         THIS CREDIT LINE DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT
AND FIXTURE FILING (this "Deed of Trust") is made as of October __, 2003, by
Glimcher Properties Limited Partnership, a Delaware limited partnership
("Grantor") whose address is 150 East Gay Street, Columbus, Ohio 43215, in favor
of MOLLY BABER FRICK, of BAILES, CRAIG & YON ("Trustee") a resident of Cabell
County, West Virginia, at 401 Tenth Street, Huntington, West Virginia, 25720 for
the benefit of KEYBANK NATIONAL ASSOCIATION, as administrative agent for itself
and one or more Lenders (as defined in that certain Credit Agreement bearing the
date October __, 2003 by and between Glimcher Properties Limited Partnership, a
Delaware limited partnership (the "Borrower"), such Lenders and KEYBANK NATIONAL
ASSOCIATION, as administrative agent, hereinafter the "Credit Agreement"),
(together with its successors and assigns, the "Beneficiary"), whose address is
127 Public Square, Cleveland, Ohio 44114.

1. GRANT AND SECURED OBLIGATIONS.

         1.1      Grant. Borrower has executed and delivered to the Lenders
certain promissory notes and may in the future execute and deliver to the
Lenders additional promissory notes (the promissory notes, made in favor of the
Lenders, together with any amendments or allonges thereto, or restatements,
replacements or renewals thereof, or new promissory notes to new Lenders under
the Credit Agreement, are collectively referred to herein as the "Notes"), in
and by which the Borrower promises to pay the principal of all Loans under such
Credit Agreement and interest at the rate and in installments as provided in the
Notes, with a final payment of the outstanding principal balance and accrued and
unpaid interest being due on or before October __, 2006. The maximum aggregate
principal amount of the Loans evidenced by the Notes shall be $150,000,000. The
indebtedness secured hereby shall be governed by the terms and conditions of the
Credit Agreement. To the extent there may be any inconsistency between the terms
and provisions of this Deed of Trust and the terms and provisions of the Credit
Agreement, the terms and provisions of the Credit Agreement shall govern and
control. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Credit Agreement.

         In consideration of the debt evidenced by the Notes and the Commitments
evidenced by the Credit Agreement and to secure the timely payment of both
principal and interest in accordance with the terms and provisions of the Notes
and in accordance with the terms, provisions and limitations of this Deed of
Trust, to secure the payment of any and all amounts advanced by the
Administrative Agent or the Lenders with respect to the Premises for the payment
of taxes, assessments, insurance premiums or any other costs incurred in the
protection of the Premises, and to secure the performance of the covenants and
agreements contained herein and in the Notes, the Credit Agreement, the
Guaranty, the Subsidiary Guaranty and any other documents evidencing and
securing the loan secured hereby or delivered to Beneficiary pursuant

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to the Credit Agreement (collectively, the "Loan Documents") to be performed by
Grantor, and to secure all Rate Management Transactions entered into with the
Administrative Agent or any of the Lenders in connection with the Credit
Agreement, and for the purpose of securing payment and performance of the
Secured Obligations defined and described in Section 1.2 below, Grantor hereby
irrevocably and unconditionally GRANTS, BARGAINS, SELLS, CONVEYS, MORTGAGES and
WARRANTS to Trustee, with power of sale and with right of entry and possession,
all estate, right, title and interest which Grantor now has or may later acquire
in and to the following property (all or any part of such property, or any
interest in all or any part of it, as the context may require, the "Property"):

                  (a) The real property located in the County of Cabell, State
         of West Virginia, as described in Exhibit A, together with all existing
         and future easements and rights affording access to it (the
         "Premises"); together with

                  (b) All buildings, structures and improvements now located or
         later to be constructed on the Premises (the "Improvements"); together
         with

                  (c) All existing and future appurtenances, privileges,
         easements, franchises and tenements of the Premises, including all
         minerals, oil, gas, other hydrocarbons and associated substances,
         sulphur, nitrogen, carbon dioxide, helium and other commercially
         valuable substances which may be in, under or produced from any part of
         the Premises, all development rights and credits, air rights, water,
         water rights (whether riparian, appropriative or otherwise, and whether
         or not appurtenant) and water stock, and any Premises lying in the
         streets, roads or avenues, open or proposed, in front of or adjoining
         the Premises and Improvements; together with

                  (d) All existing and future leases, subleases, subtenancies,
         licenses, occupancy agreements and concessions ("leases") relating to
         the use and enjoyment of all or any part of the Premises and
         Improvements, and any and all guaranties and other agreements relating
         to or made in connection with any of such leases; together with

                  (e) All real property and improvements on it, and all
         appurtenances and other property and interests of any kind or
         character, whether described in Exhibit A or not, which may be
         reasonably necessary or desirable to promote the present and any
         reasonable future beneficial use and enjoyment of the Premises and
         Improvements; together with

                  (f) All goods, materials, supplies, chattels, furniture,
         fixtures, equipment and machinery now or later to be attached to,
         placed in or on, or used in connection with the use, enjoyment,
         occupancy or operation of all or any part of the Premises and
         Improvements, whether stored on the Premises or elsewhere, including
         all pumping plants, engines, pipes, ditches and flumes, and also all
         gas, electric, cooking, heating, cooling, air conditioning, lighting,
         refrigeration and plumbing fixtures and equipment, all of which shall
         be considered to the fullest extent of the law to be real property for
         purposes of this Deed of Trust and any manufacturer's warranties with
         respect thereto; together with

                  (g) All building materials, equipment, work in process or
         other personal property of any kind, whether stored on the Premises or
         elsewhere, which have been or later will

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         be acquired for the purpose of being delivered to, incorporated into or
         installed in or about the Premises or Improvements; together with

                  (h) All of Grantor's interest in and to all operating accounts
         pertaining to the Property and the Loan funds, whether disbursed or
         not; together with

                  (i) All rights to the payment of money, accounts, accounts
         receivable, reserves, deferred payments, refunds, cost savings,
         payments and deposits, whether now or later to be received from third
         parties (including all earnest money sales deposits) or deposited by
         Grantor with third parties (including all utility deposits), contract
         rights, development and use rights, governmental permits and licenses,
         applications, architectural and engineering plans, specifications and
         drawings, as-built drawings, chattel paper, instruments, documents,
         notes, drafts and letters of credit (other than letters of credit in
         favor of Beneficiary), which arise from or relate to construction on
         the Premises or to any business now or later to be conducted on it, or
         to the Premises and Improvements generally and any builder's or
         manufacturer's warranties with respect thereto; together with

                  (j) All insurance policies pertaining to the Premises and all
         proceeds, including all claims to and demands for them, of the
         voluntary or involuntary conversion of any of the Premises,
         Improvements or the other property described above into cash or
         liquidated claims, including proceeds of all present and future fire,
         hazard or casualty insurance policies and all condemnation awards or
         payments now or later to be made by any public body or decree by any
         court of competent jurisdiction for any taking or in connection with
         any condemnation or eminent domain proceeding, and all causes of action
         and their proceeds for any damage or injury to the Premises,
         Improvements or the other property described above or any part of them,
         or breach of warranty in connection with the construction of the
         Improvements, including causes of action arising in tort, contract,
         fraud or concealment of a material fact; together with

                  (k) All of Grantor's rights in and to all Rate Management
         Transactions entered into with the Administrative Agent or any of the
         Lenders in connection with the Credit Agreement;

                  (l) All books and records pertaining to any and all of the
         property described above, including computer-readable memory and any
         computer hardware or software necessary to access and process such
         memory ("Books and Records"); together with

                  (m) All proceeds of, additions and accretions to,
         substitutions and replacements for, and changes in any of the property
         described above.

         Capitalized terms used above and elsewhere in this Deed of Trust
without definition have the meanings given them in the Credit Agreement referred
to in Subsection 1.2(a)(iii) below.

         1.2      Secured Obligations.

                  (a) Grantor makes the grant, conveyance, and mortgage set
         forth in Section 1.1 above, and grants the security interest set forth
         in Section 3 below for the purpose of

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         securing the following obligations (the "Secured Obligations") in any
         order of priority that Beneficiary may choose:

                           (i)      Payment of all obligations at any time owing
                  under the Notes under the terms of the Credit Agreement; and

                           (ii)     Payment and performance of all obligations
                  of Grantor under this Deed of Trust; and

                           (iii)    Payment and performance of all obligations
                  of Grantor under the Credit Agreement; and

                           (iv)     Payment and performance of any obligations
                  of Grantor under any Loan Documents which are executed by
                  Grantor; and

                           (v)      Payment and performance of all obligations
                  of Grantor arising from any Rate Management Transactions
                  entered into with the Administrative Agent or any of the
                  Lenders in connection with the Credit Agreement. Rate
                  Management Transactions shall mean an interest rate hedging
                  program through the purchase by Grantor from the
                  Administrative Agent or any of the Lenders in connection with
                  an interest rate swap, cap, or such other interest rate
                  protection product with respect to the Credit Agreement; and

                           (vi)     Payment and performance of all future
                  advances and other obligations that Grantor or any successor
                  in ownership of all or part of the Property may agree to pay
                  and/or perform (whether as principal, surety or guarantor) for
                  the benefit of Beneficiary, when a writing evidences the
                  parties' agreement that the advance or obligation be secured
                  by this Deed of Trust; and

                           (vii)    Payment and performance of all
                  modifications, amendments, extensions, and renewals, however
                  evidenced, of any of the Secured Obligations.

                  (b) All persons who may have or acquire an interest in all or
         any part of the Property will be considered to have notice of, and will
         be bound by, the terms of the Secured Obligations and each other
         agreement or instrument made or entered into in connection with each of
         the Secured Obligations. Such terms include any provisions in the Note
         or the Credit Agreement which permit borrowing, repayment and
         reborrowing, or which provide that the interest rate on one or more of
         the Secured Obligations may vary from time to time.

2. ASSIGNMENT OF RENTS.

         2.1      Assignment. Grantor hereby irrevocably, absolutely, presently
and unconditionally assigns to Beneficiary all rents, royalties, issues,
profits, revenue, income, accounts, proceeds and other benefits of the Property,
whether now due, past due or to become due, including all prepaid rents and
security deposits (some or all collectively, as the context may require,
"Rents"). This is an absolute assignment, not an assignment for security only.

         2.2      Grant of License. Beneficiary hereby confers upon Grantor a
license ("License") to collect and retain the Rents as they become due and
payable, so long as no Event of Default,

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as defined in Section 6.2 below, shall exist and be continuing. If an Event of
Default has occurred and is continuing, Beneficiary shall have the right, which
it may choose to exercise in its sole discretion, to terminate this License
without notice to or demand upon Grantor, and without regard to the adequacy of
Beneficiary's security under this Deed of Trust.

         2.3      Collection and Application of Rents. Subject to the License
granted to Grantor under Section 2.2 above, Beneficiary has the right, power and
authority to collect any and all Rents. Grantor hereby appoints Beneficiary its
attorney-in-fact to perform any and all of the following acts, if and at the
times when Beneficiary in its sole discretion may so choose:

                  (a)      Demand, receive and enforce payment of any and all
         Rents; or

                  (b)      Give receipts, releases and satisfactions for any and
         all Rents; or

                  (c)      Sue either in the name of Grantor or in the name of
         Beneficiary for any and all Rents.

Beneficiary and Grantor agree that the mere recordation of the assignment
granted herein entitles Beneficiary immediately to collect and receive rents
upon the occurrence of an Event of Default, as defined in Section 6.2, without
first taking any acts of enforcement under applicable law, such as, but not
limited to, providing notice to Grantor, filing foreclosure proceedings, or
seeking and/or obtaining the appointment of a receiver. Further, Beneficiary's
right to the Rents does not depend on whether or not Beneficiary takes
possession of the Property as permitted under Subsection 6.3(c). In
Beneficiary's sole discretion, Beneficiary may choose to collect Rents either
with or without taking possession of the Property. Beneficiary shall apply all
Rents collected by it in the manner provided under Section 6.6. If an Event of
Default occurs while Beneficiary is in possession of all or part of the Property
and is collecting and applying Rents as permitted under this Deed of Trust,
Beneficiary and any receiver shall nevertheless be entitled to exercise and
invoke every right and remedy afforded any of them under this Deed of Trust and
at law or in equity.

         2.4      Beneficiary Not Responsible. Under no circumstances shall
Beneficiary have any duty to produce Rents from the Property. Regardless of
whether or not Beneficiary, in person or by agent, takes actual possession of
the Premises and Improvements, unless Beneficiary agrees in writing to the
contrary, Beneficiary is not and shall not be deemed to be:

                  (a) A "Beneficiary in possession" for any purpose; or

                  (b) Responsible for performing any of the obligations of the
         lessor under any lease; or

                  (c) Responsible for any waste committed by lessees or any
         other parties, any dangerous or defective condition of the Property, or
         any negligence in the management, upkeep, repair or control of the
         Property unless caused by the gross negligence, willful misconduct or
         bad faith of Beneficiary; or

                  (d) Liable in any manner for the Property or the use,
         occupancy, enjoyment or operation of all or any part of it.

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         2.5      Leasing. Grantor shall not accept any deposit or prepayment of
rents under the leases for any rental period exceeding one (1) month without
Beneficiary's prior written consent. Grantor shall not lease the Property or any
part of it except strictly in accordance with the Credit Agreement.

3. GRANT OF SECURITY INTEREST.

         3.1      Security Agreement. The parties intend for this Deed of Trust
to create a lien on the Property, and an absolute assignment of the Rents, all
in favor of Beneficiary. The parties acknowledge that some of the Property and
some or all of the Rents may be determined under applicable law to be personal
property or fixtures. To the extent that any Property or Rents may be or be
determined to be personal property, Grantor as debtor hereby grants Beneficiary
as secured party a security interest in all such Property and Rents, to secure
payment and performance of the Secured Obligations. This Deed of Trust
constitutes a security agreement under the Uniform Commercial Code of the State
in which the Property is located, covering all such Property and Rents.

         3.2      Financing Statements. Grantor hereby authorizes Beneficiary to
file one or more financing statements. In addition, Grantor shall execute such
other documents as Beneficiary may from time to time require to perfect or
continue the perfection of Beneficiary's security interest in any Property or
Rents. As provided in Section 5.10 below, Grantor shall pay all fees and costs
that Beneficiary may incur in filing such documents in public offices and in
obtaining such record searches as Beneficiary may reasonably require. In case
Grantor fails to execute any financing statements or other documents for the
perfection or continuation of any security interest, Grantor hereby appoints
Beneficiary as its true and lawful attorney-in-fact to execute any such
documents on its behalf. If any financing statement or other document is filed
in the records normally pertaining to personal property, that filing shall never
be construed as in any way derogating from or impairing this Deed of Trust or
the rights or obligations of the parties under it.

4. FIXTURE FILING.

         This Deed of Trust constitutes a financing statement filed as a fixture
filing under Article 9 of the Uniform Commercial Code in the State in which the
Property is located, as amended or recodified from time to time, covering any
Property which now is or later may become fixtures attached to the Premises or
Improvements. For this purpose, the respective addresses of Grantor, as debtor,
and Beneficiary , as secured party, are as set forth in the preambles of this
Deed of Trust.

5. RIGHTS AND DUTIES OF THE PARTIES.

         5.1      Representations and Warranties. Grantor represents and
warrants to Trustee and Beneficiary that:

                  (a) Grantor lawfully possesses and holds fee simple title to
         all of the Premises and Improvements;

                  (b) Grantor has or will have good title to all Property other
         than the Premises and Improvements;

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                  (c) Grantor has the full and unlimited power, right and
         authority to encumber the Property and assign the Rents;

                  (d) This Deed of Trust creates a first and prior lien on the
         Property;

                  (e) The Property includes all property and rights which may be
         reasonably necessary or desirable to promote the present and any
         reasonable future beneficial use and enjoyment of the Premises and
         Improvements;

                  (f) Grantor owns any Property which is personal property free
         and clear of any security agreements, reservations of title or
         conditional sales contracts, and there is no financing statement
         affecting such personal property on file in any public office; and

                  (g) Grantor's place of business, or its chief executive office
         if it has more than one place of business, is located at the address
         specified below.

         5.2      Taxes, and Assessments. Grantor shall , prior to delinquency,
pay or cause to be paid each installment of all taxes and special assessments of
every kind, now or hereafter levied against the Property or any part thereof,
without notice or demand, and shall provide Beneficiary with evidence of the
payment of same. Grantor shall pay all taxes and assessments which may be levied
upon Beneficiary's or the Lenders' interest herein or upon this Deed of Trust or
the debt secured hereby (excluding any income taxes or similar charges imposed
upon Beneficiary or the Lenders), without regard to any law that may be enacted
imposing payment of the whole or any part thereof upon the Beneficiary or any
Lender. Notwithstanding anything contained in this Section to the contrary,
Grantor shall have the right to pay or cause to be paid any such tax or special
assessment under protest or to otherwise contest any such tax or special
assessment but only if (i) such contest has the effect of preventing the
collection of such tax or special assessment so contested and also prevent the
sale or forfeiture of the Property or any part thereof or any interest therein,
(ii) Grantor promptly notifies Beneficiary in writing of its intent to contest
such tax or special assessment, and (iii) if so requested in writing by
Beneficiary, Grantor has deposited security in form and amount reasonably
satisfactory to Beneficiary, and increases the amount of such security so
deposited promptly after Beneficiary's request therefor. Grantor shall prosecute
or cause the prosecution of all such contest actions in good faith and with due
diligence.

         5.3      Performance of Secured Obligations. Grantor shall promptly pay
and perform each Secured Obligation in accordance with its terms.

         5.4      Liens, Charges and Encumbrances. Grantor shall immediately
discharge any lien on the Property which Beneficiary has not consented to in
writing in accordance with the terms of Section 6.16 of the Credit Agreement.

         5.5      Damages, Restoration, and Insurance Proceeds. As long as no
Event of Default has occurred and is then continuing, all insurance proceeds for
losses at the Property of less than $500,000.00 shall be adjusted with and
payable to the Grantor. In case of loss, Beneficiary shall have the right (but
not the obligation) to participate in and reasonably approve the settlement of
any insurance claim in excess of $500,000.00 and all claims thereafter, and
Beneficiary is at all times authorized to collect and receive any insurance
money for those claims which Beneficiary is entitled to approve the settlement
of hereunder however, notwithstanding the forgoing, if the

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Property is damaged and the Borrower elects to release the Property from the
Collateral Pool in accordance with the terms of Section 2.7(c) of the Credit
Agreement, upon such release, all insurance proceeds for such damage to the
Property shall be payable to the Grantor.

         At the election of Beneficiary, such insurance proceeds may be applied
to reduce the outstanding balance of the indebtedness under the Credit Agreement
or to pay for costs of repair and restoration of the Property; provided,
however, that so long as no Event of Default has occurred and is then
continuing, Beneficiary shall make such insurance proceeds available to pay for
such costs of repair and restoration. If Beneficiary is entitled to and does
elect to apply insurance proceeds in payment or reduction of the indebtedness
secured hereby, then Beneficiary shall reduce the then outstanding balance of
the Advances by the amount of the insurance proceeds received and so applied by
Beneficiary. In the event that Beneficiary does not elect to apply the insurance
proceeds to the indebtedness secured hereby as set forth above, such insurance
proceeds shall be used to reimburse Grantor for the cost of rebuilding or
restoring the Premises. The Premises shall be so restored or rebuilt as to be
substantially the same quality and character as the Premises were prior to such
damage or destruction in accordance with the original plans and specifications
or to such other condition as Beneficiary shall reasonably approve in writing.

         If Beneficiary elects to make the proceeds available for repair and
restoration, any request by Grantor for a disbursement by Beneficiary of fire or
casualty insurance proceeds and funds deposited by Grantor with Beneficiary
pursuant to this Section 5.5 shall be treated by Beneficiary as if such request
were for an Advance under the Credit Agreement, and the disbursement thereof
shall be conditioned upon the Borrower's compliance with and satisfaction of the
same conditions precedent as would be applicable under the Credit Agreement for
such an Advance, and during any such period that funds are available to the
Borrower for application to restore the Property, the amount of the Borrowing
Base attributable to the Property shall be determined in accordance with the
terms of the Credit Agreement. Additionally, such disbursement shall also be
conditioned upon Borrower's providing to Administrative Agent: updated title
insurance, satisfactory evidence, as reasonably determined by Administrative
Agent, that the Premises shall be so restored or rebuilt as to be of at least
equal value and quality and substantially the same character as the Premises
were prior to such damage or destruction in accordance with the original plans
and specifications or to such other condition as Administrative Agent shall
reasonably approve in writing, satisfactory evidence of the estimated cost of
completion thereof and with such architect's certificates, waivers of lien,
contractors' sworn statements and other evidence of cost and of payments as
Administrative Agent may reasonably require and approve. The undisbursed balance
of insurance proceeds shall at all times be sufficient to pay for the cost of
completion of the work free and clear of liens and if such proceeds are
insufficient, Grantor shall deposit the amount of such deficiency with
Beneficiary prior to the disbursement by Beneficiary of (i) any insurance
proceeds or (ii) any additional Advances under the Credit Agreement for such
purpose.

         5.6      Condemnation Proceeds. Grantor hereby assigns, transfers and
sets over unto Beneficiary its entire interest in the proceeds (the
"Condemnation Proceeds") of any award or any claim for damages for any of the
Property taken or damaged under the power of eminent domain or by condemnation
or any transaction in lieu of condemnation ("Condemnation"), unless,
notwithstanding the forgoing, (i) such taking, damage or condemnation does not
cause a material diminution in the value of the Premises or (ii) Grantor elects
to release the Property in

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accordance with the terms of Section 2.7(c) of the Credit Agreement, in which
case, upon such release, all Condemnation Proceeds for damages to the Property
shall be payable to the Grantor. Beneficiary shall make available to Grantor the
Condemnation Proceeds for the restoration of the Premises if Grantor satisfies
all of the conditions set forth in this Section 5.6 hereof for disbursement of
insurance proceeds. In all other cases Beneficiary shall have the right, at its
option, to apply the Condemnation Proceeds upon or in reduction of the
indebtedness secured hereby, whether due or not. If Beneficiary is entitled to
and does elect to apply Condemnation Proceeds upon or in reduction of the
indebtedness secured hereby, then Beneficiary shall reduce the then outstanding
balance of the Advances under the Credit Agreement by the amount of the
Condemnation Proceeds received and so applied by Beneficiary and the Borrowing
Base reduced. If the Condemnation Proceeds are required to be used as aforesaid
to reimburse Grantor for the cost of rebuilding or restoring buildings or
improvements on the Property, or if Beneficiary elects that the Condemnation
Proceeds be so used, and the buildings and other improvements shall be rebuilt
or restored, the Condemnation Proceeds shall be paid out in the same manner as
is provided in this Section 5.6 hereof for the payment of insurance proceeds
toward the cost of rebuilding or restoration of such buildings and other
improvements. Any surplus which may remain out of the Condemnation Proceeds
after payment of such cost of rebuilding or restoration shall, at the option of
Beneficiary, be applied on account of the indebtedness secured hereby or be paid
to any other party entitled thereto.

         5.7      Maintenance and Preservation of Property.

                  (a) Grantor shall insure the Property as required by Schedule
         11 of the Credit Agreement and keep the Property in good condition and
         repair.

                  (b) Except as required by the terms of any lease approved by
         Administrative Agent, Grantor shall not remove or demolish the Property
         or any material part of it in any way, or materially alter, restore or
         add to the Property, or initiate or allow any material change or
         variance in any zoning or other Premises use classification which
         adversely affects the Property or any material part of it, except with
         Beneficiary's express prior written consent in each instance; the term
         "materially" or "material" as used in this Section 5.7(b) shall mean
         having a monetary effect in an amount greater than (i) $500,000 with
         respect to any Community Center and (ii) $1,000,000 with respect to any
         Regional Mall.

                  (c) Grantor shall not commit or allow any act upon or use of
         the Property which would violate: (i) any applicable Laws or order of
         any Governmental Authority, whether now existing or later to be enacted
         and whether foreseen or unforeseen; or (ii) any public or private
         covenant, condition, restriction or equitable servitude affecting the
         Property. Grantor shall not bring or keep any article on the Property
         or cause or allow any condition to exist on it, if that could
         invalidate or would be prohibited by any insurance coverage required to
         be maintained by Grantor on the Property or any part of it under the
         Credit Agreement.

                  (d) Grantor shall not commit or allow waste of the Property,
         including those acts or omissions characterized under the Credit
         Agreement as waste which arises out of Materials of Environmental
         Concern.

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                  (e) Grantor shall perform all other acts which from the
         character or use of the Property may be reasonably necessary to
         maintain and preserve its value.

         5.8      Releases, Extensions, Modifications and Additional Security.
From time to time, Beneficiary may perform any of the following acts without
incurring any liability or giving notice to any person:

                  (a) Release any person liable for payment of any Secured
         Obligation;

                  (b) Extend the time for payment, or otherwise alter the terms
         of payment, of any Secured Obligation;

                  (c) Accept additional real or personal property of any kind as
         security for any Secured Obligation, whether evidenced by deeds of
         trust, mortgages, security agreements or any other instruments of
         security;

                  (d) Alter, substitute or release any property securing the
         Secured Obligations;

                  (e) Consent to the making of any plat or map of the Property
         or any part of it;

                  (f) Join in granting any easement or creating any restriction
         affecting the Property; or

                  (g) Join in any subordination or other agreement affecting
         this Deed of Trust or the lien of it; or

                  (h) Release the Property or any part of it.

         5.9      Release. If (a) Borrower shall fully pay all principal and
interest on the Notes, and all other indebtedness secured hereby, and Grantor
and Borrower comply with all of the other terms and provisions hereof to be
performed and complied with by Grantor and Borrower, and terminate the
obligations of the Lenders to make additional advances under the Credit
Agreement; or (b) Grantor shall comply with the terms and conditions as set
forth in Section 2.7(c) of Credit Agreement for release of this Deed of Trust,
Beneficiary shall within thirty (30) days release this Deed of Trust and the
lien thereof by proper instrument upon payment and discharge of the amounts
required under the Credit Agreement and payment of any filing fee in connection
with such release. Grantor shall pay any costs of recordation of such release.

         5.10     Compensation, Exculpation, Indemnification.

                  (a) Grantor agrees to pay fees required by and pursuant to the
         Credit Agreement, for any services that Beneficiary or Trustee may
         render in connection with this Deed of Trust, including providing a
         statement of the Secured Obligations . Grantor shall also pay or
         reimburse all of Beneficiary's and Trustee's costs and expenses which
         may be incurred in rendering any such services. Grantor further agrees
         to pay or reimburse Beneficiary for all costs, expenses and other
         advances which may be incurred or made by Beneficiary or Trustee in any
         efforts to enforce any terms of this Deed of Trust, including any
         rights or remedies afforded to Beneficiary and Trustee under Section
         6.4, whether any lawsuit is filed or not, or in defending any action or
         proceeding arising under or relating to this Deed of Trust, including
         attorneys' fees and other legal costs, costs of any

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         Foreclosure Sale (as defined in Subsection 6.4(i) below) and any cost
         of evidence of title. If Beneficiary and/or Trustee, as required by
         applicable law, chooses to dispose of Property through more than one
         Foreclosure Sale, Grantor shall pay all costs, expenses or other
         advances that may be incurred or made by Beneficiary and/or Trustee in
         each of such Foreclosure Sales. . In any suit to foreclose the lien
         hereof or enforce any other remedy of Trustee or Beneficiary under this
         Deed of Trust or the Note, there shall be allowed and included as
         additional indebtedness in the decree for sale or other judgment or
         decree all expenditures and expenses which may be paid or incurred by
         or on behalf of Trustee and Beneficiary for reasonable attorneys' costs
         and fees (including the costs and fees of paralegals), survey charges,
         appraiser's fees, inspecting engineer's and/or architect's fees, fees
         for environmental studies and assessments and all additional expenses
         incurred by Trustee and Beneficiary with respect to environmental
         matters, outlays for documentary and expert evidence, stenographers'
         charges, publication costs, and costs (which may be estimated as to
         items to be expended after entry of the decree) of procuring all such
         abstracts of title, title searches and examinations, title insurance
         policies, and similar data and assurances with respect to title as
         Trustee and Beneficiary may deem reasonably necessary either to
         prosecute such suit or to evidence to bidders at any sale which may be
         had pursuant to such decree the true condition of the title to, the
         value of or the environmental condition of the Property. All
         expenditures and expenses of the nature in this Subsection mentioned,
         and such expenses and fees as may be incurred in the protection of the
         Property and maintenance of the lien of this Deed of Trust, including
         the fees of any attorney (including the costs and fees of paralegals)
         employed by Trustee or Beneficiary in any litigation or proceeding
         affecting this Deed of Trust, the Note or the Property, including
         probate and bankruptcy proceedings, or in preparation for the
         commencement or defense of any proceeding or threatened suit or
         proceeding, shall be immediately due and payable by Grantor, with
         interest thereon at the Default Rate and shall be secured by this Deed
         of Trust.

                  (b) Neither Beneficiary nor Trustee shall be directly or
         indirectly liable to Grantor or any other person as a consequence of
         any of the following:

                           (i)      Beneficiary's or Trustee's exercise of or
                  failure to exercise any rights, remedies or powers granted to
                  Beneficiary and/or Trustee in this Deed of Trust;

                           (ii)     Beneficiary's failure or refusal to perform
                  or discharge any obligation or liability of Grantor under any
                  agreement related to the Property or under this Deed of Trust;
                  or

                           (iii)    Any loss sustained by Grantor or any third
                  party resulting from Beneficiary's failure to lease the
                  Property, or from any other act or omission of Beneficiary in
                  managing the Property, after an Event of Default, unless the
                  loss is caused by the willful misconduct, gross negligence or
                  bad faith of Beneficiary.

         Grantor hereby expressly waives and releases all liability of the types
         described above, and agrees that no such liability shall be asserted
         against or imposed upon Beneficiary or Trustee.

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                  (c) Grantor agrees to indemnify Beneficiary and Trustee
         against and hold them harmless from all losses, damages, liabilities,
         claims, causes of action, judgments, court costs, attorneys' fees and
         other legal expenses, cost of evidence of title, cost of evidence of
         value, and other costs and expenses which they may suffer or incur,
         unless caused by the gross negligence, willful misconduct or bad faith
         of the Beneficiary:

                           (i)      In performing any act required or permitted
                  by this Deed of Trust or any of the other Loan Documents or by
                  law;

                           (ii)     Because of any failure of Grantor to perform
                  any of its obligations; or

                           (iii)    Because of any alleged obligation of or
                  undertaking by Beneficiary and/or Trustee to perform or
                  discharge any of the representations, warranties, conditions,
                  covenants or other obligations in any document relating to the
                  Property other than the Loan Documents.

         This agreement by Grantor to indemnify Beneficiary and Trustee shall
         survive the release and cancellation of any or all of the Secured
         Obligations and the full or partial release of this Deed of Trust.

                  (d) Grantor shall pay all obligations to pay money arising
         under this Section 5.9 immediately upon demand by Beneficiary. Each
         such obligation shall be added to, and considered to be part of, the
         principal of the Note, and shall bear interest from the date the
         obligation arises at the Default Rate.

         5.11     Defense and Notice of Claims and Actions. At Grantor's sole
expense, Grantor shall protect, preserve and defend the Property and title to
and right of possession of the Property, and the security of this Deed of Trust
and the rights and powers of Beneficiary created under it, against all adverse
claims. Grantor shall give Beneficiary prompt notice in writing if any claim is
asserted which does or could affect any such matters, or if any action or
proceeding is commenced which alleges or relates to any such claim.

         5.12     Subrogation. Beneficiary shall be subrogated to the liens of
all encumbrances, whether released of record or not, which are discharged in
whole or in part by Beneficiary in accordance with this Deed of Trust or with
the proceeds of any loan secured by this Deed of Trust.

         5.13     Site Visits, Observation and Testing. Beneficiary and its
agents and representatives shall have the right at any reasonable time to enter
and visit the Property for the purpose of performing appraisals, observing the
Property, and conducting non-invasive tests (unless Beneficiary has a good faith
reason to believe that the taking and removing soil or groundwater samples is
required, and in such case, conducting such tests) on any part of the Property.
Beneficiary has no duty, however, to visit or observe the Property or to conduct
tests, and no site visit, observation or testing by Beneficiary, its agents or
representatives shall impose any liability on any of Beneficiary, its agents or
representatives. In no event shall any site visit, observation or testing by
Beneficiary, its agents or representatives be a representation that Materials of
Environmental Concern are or are not present in, on or under the Property, or
that there has been or shall be compliance with any law, regulation or ordinance
pertaining to

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                                      -12-

<PAGE>

Materials of Environmental Concern or any other applicable governmental law.
Neither Grantor nor any other party is entitled to rely on any site visit,
observation or testing by any of Beneficiary, its agents or representatives.
Neither Beneficiary, its agents or representatives owe any duty of care to
protect Grantor or any other party against, or to inform Grantor or any other
party of, any Materials of Environmental Concern or any other adverse condition
affecting the Property. Beneficiary shall give Grantor reasonable notice before
entering the Property. Beneficiary shall make reasonable efforts to avoid
interfering with Grantor's use of the Property in exercising any rights provided
in this Section 5.13. Notwithstanding the foregoing, all rights granted to
Beneficiary under this Section 5.13 are subject to all rights of tenants to the
Property.

         5.14     Notice of Change. Grantor shall give Beneficiary prior written
notice of any change in: (a) the location of its place of business or its chief
executive office if it has more than one place of business; (b) the location of
any of the Property, including the Books and Records; and (c) Grantor's name or
business structure. Unless otherwise approved by Beneficiary in writing, all
Property that consists of personal property (other than the Books and Records)
will be located on the Premises and all Books and Records will be located at
Grantor's place of business or chief executive office if Grantor has more than
one place of business.

6. TRANSFERS, DEFAULT AND REMEDIES.

         6.1      Transfers. Grantor acknowledges that Beneficiary is making one
or more advances under the Credit Agreement in reliance on the expertise, skill
and experience of Grantor; thus, the Secured Obligations include material
elements similar in nature to a personal service contract. In consideration of
Beneficiary's reliance, Grantor agrees that Grantor shall not make any transfer
of the Property or its interests therein, except for leases in the ordinary
course (a "Transfer"), unless the Transfer is preceded by Beneficiary's express
written consent to the particular transaction and transferee. Beneficiary may
withhold such consent in its sole discretion.

         6.2      Events of Default. Grantor will be in default under this Deed
of Trust upon the occurrence of any one or more of the following events (some or
all collectively, "Events of Default;" any one singly, an "Event of Default").

                  (a) If a default shall occur with respect to covenants,
         agreements and obligations of Grantor under this Deed of Trust
         involving the payment of money (other than a default in the payment of
         principal when due as provided in Section 7.1 of the Credit Agreement)
         and shall continue for a period of five (5) business days after the due
         date thereof; or

                  (b) If there is a failure to perform or observe any of the
         other covenants, agreements and conditions contained in this Deed of
         Trust in accordance with the terms hereof, and such default continues
         unremedied for a period of thirty (30) days after written notice from
         Beneficiary to defaulting Grantor of the occurrence thereof; or

                  (c) An "Event of Default" occurs under the Credit Agreement or
         any other Loan Document.

         6.3      Remedies. At any time after an Event of Default, Beneficiary
shall be entitled to invoke any and all of the rights and remedies described
below, in addition to all other rights and remedies available to Beneficiary at
law or in equity. All of such rights and remedies shall be

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                                      -13-

<PAGE>

cumulative, and the exercise of any one or more of them shall not constitute an
election of remedies.

                  (a) Acceleration. Upon the occurrence and continuation of any
         Event of Default above under subsections 6.2 (a) or 6.2 (b) above, the
         Property shall no longer be eligible to be included in the calculation
         of the Borrowing Base unless the Required Lenders consent to its
         continued inclusion. Upon the occurrence of an Event of Default under
         subsection 6.2 (c) above, or if upon removal of the Property from the
         Borrowing Base, the Borrower does not reduce the outstanding balance of
         the Loans to be less than or equal to the recomputed Borrowing Base
         within the time period allowed under Section 2.7(b) of the Credit
         Agreement, then the whole of said principal sum hereby secured shall,
         at once either automatically or at the option of Beneficiary as
         described in Section 8.1 of the Credit Agreement, become immediately
         due and payable, together with accrued interest thereon, without any
         presentment, demand, protest or notice of any kind to Grantor.

                  (b) Receiver. Beneficiary shall, as a matter of right, without
         notice and without giving bond to Grantor or anyone claiming by, under
         or through Grantor, and without regard for the solvency or insolvency
         of Grantor or the then value of the Property, to the extent permitted
         by applicable law, be entitled to have a receiver appointed for all or
         any part of the Property and the Rents, and the proceeds, issues and
         profits thereof, with the rights and powers referenced below and such
         other rights and powers as the court making such appointment shall
         confer, and Grantor hereby consents to the appointment of such receiver
         and shall not oppose any such appointment. Such receiver shall have all
         powers and duties prescribed by applicable law, all other powers which
         are necessary or usual in such cases for the protection, possession,
         control, management and operation of the Property, and such rights and
         powers as Beneficiary would have, upon entering and taking possession
         of the Property under subsection (c) below.

                  (c) Entry. Beneficiary, in person, by agent or by
         court-appointed receiver, may enter, take possession of, manage and
         operate all or any part of the Property, and may also do any and all
         other things in connection with those actions that Beneficiary may in
         its sole discretion consider necessary and appropriate to protect the
         security of this Deed of Trust. Such other things may include: taking
         and possessing all of Grantor's or the then owner's Books and Records;
         entering into, enforcing, modifying or canceling leases on such terms
         and conditions as Beneficiary may consider proper; obtaining and
         evicting tenants; fixing or modifying Rents; collecting and receiving
         any payment of money owing to Beneficiary; completing any unfinished
         construction; and/or contracting for and making repairs and
         alterations. If Beneficiary so requests, Grantor shall assemble all of
         the Property that has been removed from the Premises and make all of it
         available to Beneficiary at the site of the Premises. Grantor hereby
         irrevocably constitutes and appoints Beneficiary as Grantor's
         attorney-in-fact to perform such acts and execute such documents as
         Beneficiary in its sole discretion may consider to be appropriate in
         connection with taking these measures, including endorsement of
         Grantor's name on any instruments.

                  (d) Cure; Protection of Security. Beneficiary may cure any
         breach or default of Grantor, and if it chooses to do so in connection
         with any such cure, Beneficiary may also enter the Property and/or do
         any and all other things which it may in its sole discretion

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                                      -14-

<PAGE>

         consider necessary and appropriate to protect the security of this Deed
         of Trust, including, without limitation, completing construction of the
         improvements at the Property contemplated by the Credit Agreement. Such
         other things may include: appearing in and/or defending any action or
         proceeding which purports to affect the security of, or the rights or
         powers of Beneficiary under, this Deed of Trust; paying, purchasing,
         contesting or compromising any encumbrance, charge, lien or claim of
         lien which in Beneficiary's sole judgment is or may be senior in
         priority to this Deed of Trust, such judgment of Beneficiary or to be
         conclusive as among the parties to this Deed of Trust; obtaining
         insurance and/or paying any premiums or charges for insurance required
         to be carried under the Credit Agreement; otherwise caring for and
         protecting any and all of the Property; and/or employing counsel,
         accountants, contractors and other appropriate persons to assist
         Beneficiary. Beneficiary may take any of the actions permitted under
         this Subsection 6.3(d) either with or without giving notice to any
         person. Any amounts expended by Beneficiary under this Subsection
         6.3(d) shall be secured by this Deed of Trust.

                  (e) Uniform Commercial Code Remedies. Beneficiary may exercise
         any or all of the remedies granted to a secured party under the Uniform
         Commercial Code in the State in which the Property is located.

                  (f) Foreclosure. Beneficiary shall have the right, upon
         written request to Trustee, to require Trustee to foreclosethe lien
         hereof upon the Property or any part thereof, for the Secured
         Obligations, or any part thereof, by trustee's sale in accordance with
         applicable law. Trustee shall conduct any such sale by public auction
         at the 4th (University) Avenue front door of the courthouse of Cabell
         County, West Virginia, in the City of Huntington, for cash in hand on
         the day of sale, or upon such other terms as Beneficiary may designate
         and direct to Trustee, after first giving notice of such sale by
         publishing such notice in a newspaper of general circulation published
         in the county wherein the Property is located, or if there be no such
         newspaper, in a qualified newspaper of general circulation in said
         county, once a week for two (2) successive weeks preceding the day of
         sale and after giving notice to Grantor, Borrower and to any
         subordinate lienholder who has previously notified Beneficiary of the
         existence of a subordinate lien at least twenty (20) days prior to the
         sale, and no other notice of such sale shall be required. Grantor,
         Borrower and Beneficiary agree that any sale hereunder may be adjourned
         by Trustee from time to time, without notice other than oral
         proclamation of such adjournment at the time and place of sale, or at
         the time and place of any adjourned sale. Beneficiary or its nominee
         may bid and become the purchaser of all or any part of the Property at
         any foreclosure or other sale hereunder, and the amount of
         Beneficiary's successful bid shall be credited on the Secured
         Obligations in accordance with Section 6.4 below.

                  (g) Lawsuits. Beneficiary may proceed by a suit or suits in
         law or equity, whether for specific performance of any covenant or
         agreement herein contained or in aid of the execution of any power
         herein granted, or for any foreclosure under the judgment or decree of
         any court of competent jurisdiction. In addition to the right provided
         in Section 6.3(b), upon, or at any time after the initiation by Trustee
         of proceedings to foreclose this Deed of Trust, Trustee shall be
         entitled to the appointment of a receiver of the Property by the court
         in which such complaint is filed, and Grantor hereby consents to such
         appointment.

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                                      -15-

<PAGE>

                  (h) Other Remedies. Beneficiary may exercise all rights and
         remedies contained in any other instrument, document, agreement or
         other writing heretofore, concurrently or in the future executed by
         Grantor or any other person or entity in favor of Beneficiary in
         connection with the Secured Obligations or any part thereof, without
         prejudice to the right of Beneficiary thereafter to enforce any
         appropriate remedy against Grantor. Beneficiary shall have the right to
         pursue all remedies afforded to a Beneficiary under applicable law, and
         shall have the benefit of all of the provisions of such applicable law,
         including all amendments thereto which may become effective from time
         to time after the date hereof.

                  (i) Sale of Personal Property. Beneficiary or Trustee shall
         have the discretionary right to cause some or all of the Property,
         which constitutes personal property, to be sold or otherwise disposed
         of in any combination and in any manner permitted by applicable law.

                           (i)      For purposes of this power of sale,
                  Beneficiary or Trustee may elect to treat as personal property
                  any Property which is intangible or which can be severed from
                  the Premises or Improvements without causing structural
                  damage. If it chooses to do so, Beneficiary or Trustee may
                  dispose of any personal property, in any manner permitted by
                  Article 9 of the Uniform Commercial Code of the State in which
                  the Property is located, including any public or private sale,
                  or in any manner permitted by any other applicable law.

                           (ii)     In connection with any sale or other
                  disposition of such Property, Grantor agrees that the
                  following procedures constitute a commercially reasonable
                  sale: Beneficiary or Trustee shall mail written notice of the
                  sale to Grantor not later than thirty (30) days prior to such
                  sale. Beneficiary or Trustee will publish notice of the sale
                  in a local daily newspaper of general circulation. Upon
                  receipt of any written request, Beneficiary or Trustee will
                  make the Property available to any bona fide prospective
                  purchaser for inspection during reasonable business hours.
                  Notwithstanding, neither Beneficiary nor Trustee shall be
                  under any obligation to consummate a sale if, in the judgment
                  of Beneficiary or Trustee, none of the offers received by them
                  equals the fair value of the Property offered for sale. The
                  foregoing procedures do not constitute the only procedures
                  that may be commercially reasonable.

                  (j) Single or Multiple Foreclosure Sales. If the Property
         consists of more than one lot, parcel or item of property, Trustee may:

                           (i)      Designate the order in which the lots,
                  parcels and/or items shall be sold or disposed of or offered
                  for sale or disposition; and

                           (ii)     Elect to dispose of the lots, parcels and/or
                  items through a single consolidated sale or disposition to be
                  held or made under or in connection with judicial proceedings,
                  or by virtue of a judgment and decree of foreclosure and sale;
                  or through two or more such sales or dispositions; or in any
                  other manner Trustee may deem to be in the best interests of
                  all parties (any such sale or disposition, a "Foreclosure
                  Sale;" and any two or more, "Foreclosure Sales").

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                                      -16-

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                  (k) If Trustee chooses to have more than one Foreclosure Sale,
         Trustee at its option may cause the Foreclosure Sales to be held
         simultaneously or successively, on the same day, or on such different
         days and at such different times and in such order as Trustee may deem
         to be in the best interests of all parties. No Foreclosure Sale shall
         terminate or affect the liens of this Deed of Trust on any part of the
         Property which has not been sold, until all of the Secured Obligations
         have been paid in full.

         6.4      Credit Bids. At any Foreclosure Sale, any person, including
Grantor or Beneficiary, may bid for and acquire the Property or any part of it
to the extent permitted by then applicable law. If Beneficiary is the successful
bidder at any Foreclosure Sale, instead of paying cash for such property,
Trustee may permit Beneficiary to settle the purchase price by crediting the
sales price of the property against the following obligations:

                  (a) First, the portion of the Secured Obligations attributable
         to the expenses of sale, costs of any action and any other sums for
         which Grantor is obligated to pay or reimburse Beneficiary and Trustee
         under Section 5.10 of this Deed of Trust; and

                  (b) Second, all other Secured Obligations in any order and
         proportions as Beneficiary in its sole discretion may choose.

         6.5      Application of Foreclosure Sale Proceeds. Trustee shall apply
the proceeds of any Foreclosure Sale in the following manner:

                  (a) First, to pay the portion of the Secured Obligations
         attributable to the expenses of sale, costs of any action and any other
         sums for which Grantor is obligated to reimburse Beneficiary or Trustee
         under Section 5.10 of this Deed of Trust;

                  (b) Second, to pay the portion of the Secured Obligations
         attributable to any sums expended or advanced by Beneficiary under the
         terms of this Deed of Trust which then remain unpaid;

                  (c) Third, to pay all other Secured Obligations in any order
         and proportions as Beneficiary in its sole discretion may choose; and

                  (d) Fourth, to remit the remainder, if any, to the person or
         persons entitled to it.

         6.6      Application of Rents and Other Sums. Beneficiary shall apply
any and all Rents collected by it, and any and all sums other than proceeds of a
Foreclosure Sale which Beneficiary may receive or collect under Section 6.3
above, in the following manner:

                  (a) First, to pay the portion of the Secured Obligations
         attributable to the costs and expenses of operation and collection that
         may be incurred by Beneficiary or any receiver;

                  (b) Second, to pay all other Secured Obligations in any order
         and proportions as Beneficiary in its sole discretion may choose; and

                  (c) Third, to remit the remainder, if any, to the person or
         persons entitled to it.

Beneficiary shall have no liability for any funds which it does not actually
receive.

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7. THE TRUSTEE.

         7.1      Certain Rights. With the approval of Beneficiary, Trustee
shall have the right to take any and all of the following actions: (i) to
select, employ and consult with counsel (who may be, but need not be, counsel
for Beneficiary) upon any matters arising hereunder, including the preparation,
execution and interpretation of the Loan Documents, and shall be fully protected
in relying as to legal matters on the advice of counsel, (ii) to execute any of
the trusts and powers hereof and to perform any duty hereunder either directly
or through his or her agents or attorneys, (iii) to select and employ, in and
about the execution of his or her duties hereunder, suitable accountants,
engineers and other experts, agents and attorneys-in-fact, either corporate or
individual, not regularly in the employ of Trustee (and Trustee shall not be
answerable for any act, default, negligence, or misconduct of any such
accountant, engineer or other expert, agent or attorney-in-fact, if selected
with reasonable care, or for any error of judgment or act done by Trustee in
good faith, or be otherwise responsible or accountable under any circumstances
whatsoever, except for Trustee's gross negligence or bad faith), and (iv) any
and all other lawful action that Beneficiary may instruct Trustee to take to
protect or enforce Beneficiary's rights hereunder. Trustee shall not be
personally liable in case of entry by Trustee, or anyone entering by virtue of
the powers herein granted to Trustee, upon the Premises for debts contracted for
or liability or damages incurred in the management or operation of the Premises.
Trustee shall have the right to rely on any instrument, document, or signature
authorizing or supporting any action taken or proposed to be taken by Trustee
hereunder, believed by Trustee in good faith to be genuine. Trustee shall be
entitled to reimbursement for expenses incurred by Trustee in the performance of
Trustee's duties hereunder and to reasonable compensation for such of Trustee's
services hereunder as shall be rendered. Grantor will, from time to time, pay
the compensation due to Trustee hereunder and reimburse Trustee for, and save
and hold Trustee harmless against, any and all liability and expenses which may
be incurred by Trustee in the performance of Trustee's duties.

         7.2      Retention of Money. All moneys received by Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received, and shall be segregated from any other moneys of
Trustee.

         7.3      Successor Trustees. Trustee may resign by the giving of notice
of such resignation in writing to Beneficiary. If Trustee shall die, resign or
become disqualified from acting in the execution of this trust, or if, for any
reason, Beneficiary, in Beneficiary's sole discretion and with or without cause,
shall prefer to appoint a substitute trustee or multiple substitute trustees, or
successive substitute trustees or successive multiple substitute trustees, to
act instead of the aforenamed Trustee, Beneficiary shall have full power, by an
appointment document duly executed, acknowledged, and recorded in all offices
where this Deed of Trust is recorded, to appoint a substitute trustee (or, if
preferred, multiple substitute trustees) in succession who shall succeed (and if
multiple substitute trustees are appointed, each of such multiple substitute
trustees shall succeed) to all the estates, rights, powers and duties of the
aforenamed Trustee. Such appointment may be executed by any authorized agent of
Beneficiary, and if such Beneficiary be a corporation and such appointment be
executed on its behalf by any officer of such corporation, such appointment
shall be conclusively presumed to be executed with authority and shall be valid
and sufficient without proof of any action by the board of directors or any
superior officer of the corporation. Grantor hereby ratifies and confirms any
and all acts which the aforenamed Trustee, or his or her successor or successors
in this trust, shall do lawfully by virtue hereof. If multiple substitute
trustees are appointed, each of such

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                                      -18-

<PAGE>

multiple substitute trustees shall be empowered and authorized to act alone
without the necessity of the joinder of the other multiple substitute trustees,
whenever any action or undertaking of such substitute trustees is requested or
required under or pursuant to this Deed of Trust or applicable law. Any prior
election to act jointly or severally shall not prevent either or both of such
multiple substitute Trustees from subsequently executing, jointly or severally,
any or all of the provisions hereof.

         7.4      Perfection of Appointment. Should any deed, conveyance, or
instrument of any nature be required from Grantor by any Trustee or substitute
Trustee to more fully and certainly vest in and confirm to Trustee or substitute
Trustee such estates, rights, powers, and duties, then, upon request by
Beneficiary, Trustee or substitute trustee, any and all such deeds, conveyances
and instruments shall be made, executed, acknowledged, and delivered and shall
be caused to be recorded and/or filed by Grantor.

         7.5      Succession Instruments. Any substitute trustee appointed
pursuant to any of the provisions hereof shall, without any further act, deed or
conveyance, become vested with all the estates, properties, rights, powers, and
trusts of its, his or her predecessor in the rights hereunder with like effect
as if originally named as Trustee herein; but nevertheless, upon the written
request of Beneficiary or of the substitute trustee, the Trustee ceasing to act
shall execute and deliver any instrument transferring to such substitute
trustee, upon the trusts herein expressed, all the estates, properties, rights,
powers, and trusts of the Trustee so ceasing to act, and shall duly assign,
transfer and deliver any of the property and moneys held by such Trustee to the
substitute trustee so appointed in such Trustee's place.

         7.6      No Representation by Trustee or Beneficiary. By accepting or
approving anything required to be observed, performed, or fulfilled or to be
given to Trustee or Beneficiary pursuant to the Loan Documents, neither Trustee
nor Beneficiary shall be deemed to have warranted, consented to, or affirmed the
sufficiency, legality, effectiveness or legal effect of the same, or of any
term, provision, or condition thereof, and such acceptance or approval thereof
shall not be or constitute any warranty or affirmation with respect thereto by
Trustee or Beneficiary.

8. MISCELLANEOUS PROVISIONS.

         8.1      Additional Provisions. The Loan Documents fully state all of
the terms and conditions of the parties' agreement regarding the matters
mentioned in or incidental to this Deed of Trust. The Loan Documents also grant
further rights to Beneficiary and contain further agreements and affirmative and
negative covenants by Grantor which apply to this Deed of Trust and to the
Property.

         8.2      No Waiver or Cure.


                  (a) Each waiver by Beneficiary must be in writing, and no
         waiver shall be construed as a continuing waiver. No waiver shall be
         implied from any delay or failure by Beneficiary to take action on
         account of any default of Grantor. Consent by Beneficiary to any act or
         omission by Grantor shall not be construed as a consent to any other or
         subsequent act or omission or to waive the requirement for
         Beneficiary's consent to be obtained in any future or other instance.

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                  (b) If any of the events described below occurs, that event
         alone shall not: cure or waive any breach, Event of Default or notice
         of default under this Deed of Trust or invalidate any act performed
         pursuant to any such default or notice; or nullify the effect of any
         notice of default or sale (unless all Secured Obligations then due have
         been paid and performed and all other defaults under the Loan Documents
         have been cured); or impair the security of this Deed of Trust; or
         prejudice Beneficiary or any receiver in the exercise of any right or
         remedy afforded any of them under this Deed of Trust; or be construed
         as an affirmation by Beneficiary of any tenancy, lease or option, or a
         subordination of the lien of this Deed of Trust.

                           (i)      Trustee or Beneficiary, its agent or a
                  receiver takes possession of all or any part of the Property
                  in the manner provided in Subsection 6.3(c).

                           (ii)     Beneficiary collects and applies Rents as
                  permitted under Sections 2.3 and 6.6 above, either with or
                  without taking possession of all or any part of the Property.

                           (iii)    Beneficiary or Trustee receives and applies
                  to any Secured Obligation any proceeds of any Property,
                  including any proceeds of insurance policies, condemnation
                  awards, or other claims, property or rights assigned to
                  Beneficiary under Section 5.5 and Section 5.6 above.

                           (iv)     Beneficiary makes a site visit, observes the
                  Property and/or conducts tests as permitted under Section 5.13
                  above.

                           (v)      Beneficiary or Trustee receives any sums
                  under this Deed of Trust or any proceeds of any collateral
                  held for any of the Secured Obligations, and applies them to
                  one or more Secured Obligations.

                           (vi)     Beneficiary, Trustee or any receiver invokes
                  any right or remedy provided under this Deed of Trust.

         8.3      Powers of Beneficiary.

                  (a) If Beneficiary performs any act which it is empowered or
         authorized to perform under this Deed of Trust, including any act
         permitted by Section 5.8 or Subsection 6.3(d) of this Deed of Trust,
         that act alone shall not release or change the personal liability of
         any person for the payment and performance of the Secured Obligations
         then outstanding, or the lien of this Deed of Trust on all or the
         remainder of the Property for full payment and performance of all
         outstanding Secured Obligations. The liability of the original Grantor
         shall not be released or changed if Beneficiary grants any successor in
         interest to Grantor any extension of time for payment, or modification
         of the terms of payment, of any Secured Obligation. Beneficiary shall
         not be required to comply with any demand by the original Grantor that
         Beneficiary refuse to grant such an extension or modification to, or
         commence proceedings against, any such successor in interest.

                  (b) Beneficiary may take any of the actions permitted under
         Subsections 6.3(b) and/or 6.3(c) regardless of the adequacy of the
         security for the Secured Obligations, or

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                                      -20-

<PAGE>

         whether any or all of the Secured Obligations have been declared to be
         immediately due and payable, or whether notice of default and election
         to sell has been given under this Deed of Trust.

                  (c) From time to time, Beneficiary may apply to any court of
         competent jurisdiction for aid and direction in executing and enforcing
         the rights and remedies created under this Deed of Trust. Beneficiary
         may from time to time obtain orders or decrees directing, confirming or
         approving acts in executing and enforcing these rights and remedies.

         8.4      Merger. No merger shall occur as a result of Beneficiary's
acquiring any other estate in or any other lien on the Property unless
Beneficiary consents to a merger in writing.

         8.5      Joint and Several Liability. If Grantor consists of more than
one person, each shall be jointly and severally liable for the faithful
performance of all of Grantor's obligations under this Deed of Trust.

         8.6      Applicable Law. The creation, perfection and enforcement of
the lien of this Deed of Trust shall be governed by the law of the State in
which the property is located. Subject to the foregoing, in all other respects,
this Deed of Trust shall be governed by the substantive laws of the State of
West Virginia.

         8.7      Successors in Interest. The terms, covenants and conditions of
this Deed of Trust shall be binding upon and inure to the benefit of the heirs,
successors and assigns of the parties. However, this Section 8.7 does not waive
the provisions of Section 6.1 above.

         8.8      Interpretation.

                  (a) Whenever the context requires, all words used in the
         singular will be construed to have been used in the plural, and vice
         versa, and each gender will include any other gender. The captions of
         the sections of this Deed of Trust are for convenience only and do not
         define or limit any terms or provisions. The word "include(s)" means
         "include(s), without limitation," and the word "including" means
         "including, but not limited to."

                  (b) The word "obligations" is used in its broadest and most
         comprehensive sense, and includes all primary, secondary, direct,
         indirect, fixed and contingent obligations. It further includes all
         principal, interest, prepayment charges, late charges, loan fees and
         any other fees and charges accruing or assessed at any time, as well as
         all obligations to perform acts or satisfy conditions.

                  (c) No listing of specific instances, items or matters in any
         way limits the scope or generality of any language of this Deed of
         Trust. The Exhibits to this Deed of Trust are hereby incorporated in
         this Deed of Trust.

         8.9      In-House Counsel Fees. Whenever Grantor is obligated to pay or
reimburse Beneficiary for any attorneys' fees, those fees shall include the
reasonable and customary allocated costs for services of in-house counsel.

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                                      -21-

<PAGE>

         8.10     Waiver of Statutory Rights. To the extent permitted by law,
Grantor hereby agrees that it shall not and will not apply for or avail itself
of any appraisement, valuation, stay, extension or exemption laws, or any
so-called "Moratorium Laws," now existing or hereafter enacted, in order to
prevent or hinder the enforcement or foreclosure of this Deed of Trust, but
hereby waives the benefit of such laws. Grantor for itself and all who may claim
through or under it waives any and all right to have the property and estates
comprising the Property marshalled upon any foreclosure of the lien hereof and
agrees that any court having jurisdiction to foreclose such lien may order the
Property sold as an entirety. Grantor hereby waives any and all rights of
redemption from sale under any judgment of foreclosure of this Deed of Trust on
behalf of Grantor and on behalf of each and every person acquiring any interest
in or title to the Property of any nature whatsoever, subsequent to the date of
this Deed of Trust. The foregoing waiver of right of redemption is made pursuant
to the provisions of applicable law.

         8.11     Severability. If any provision of this Deed of Trust should be
held unenforceable or void, that provision shall be deemed severable from the
remaining provisions and shall in no way affect the validity of this Deed of
Trust except that if such provision relates to the payment of any monetary sum,
then Beneficiary may, at its option, declare all Secured Obligations immediately
due and payable.

         8.12     Notices. Any notice, demand, request or other communication
which any party hereto may be required or may desire to give hereunder shall be
in writing and shall be deemed to have been properly given (a) if hand
delivered, when delivered; (b) if mailed by United States Certified Mail
(postage prepaid, return receipt requested), three Business Days after mailing
(c) if by Federal Express or other reliable overnight courier service, on the
next Business Day after delivered to such courier service or (d) if by
telecopier on the day of transmission so long as copy is sent on the same day by
overnight courier as set forth below::

Grantor:          Glimcher Properties Limited Partnership
                  150 East Gay Street
                  Columbus, Ohio 43215
                  Attention: General Counsel
                  Telephone: (614) 887-5619
                  Facsimile: (614) 621-8863

With a copy to:   Squire, Sanders, & Dempsey
                  1300 Huntington Center
                  41 South High Street
                  Columbus, Ohio 43215
                  Attention:  Kim A. Rieck, Esq.
                  Telephone: (614) 365-2804
                  Facsimile: (614) 365 2499

Trustee:          Molly Baber Frick
                  Bailes, Craig & Yon
                  401 Tenth Street
                  Huntington, West Virginia 25720
                  Telephone: 304-697-4700

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                                      -22-

<PAGE>

                  Facsimile: 304-697-4714

Beneficiary:      KeyBank National Association
                  127 Public Square
                  Cleveland, Ohio 44114
                  Attention:  Real Estate Capital
                  Phone: 216-689-4660
                  Facsimile: 216-689-4997

With a copy to:   Sonnenschein Nath & Rosenthal, LLP
                  8000 Sears Tower
                  233 South Wacker
                  Chicago, Illinois 60606
                  Attention: Pat Moran, Esq.
                  Telephone 312-876-8132
                  Facsimile 312-876-7932

or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.

         Any notice or demand delivered to the person or entity named above to
accept notices and demands for Grantor shall constitute notice or demand duly
delivered to Grantor, even if delivery is refused.

         8.13     Future Advances. This Deed of Trust is given to, and the
parties intend that it shall secure indebtedness, exclusive of interest thereon,
in a maximum amount equal to the Aggregate Commitment from time to time under
the Credit Agreement which shall be an amount up to $150,000,000 which
indebtedness may include advances made at the request of Grantor or its
respective successor(s) in title after this Deed of Trust is filed of record to
the fullest extent and with the highest priority contemplated by law (including
disbursements that the Lenders may, but shall not be obligated to, make under
this Deed of Trust, the Loan Documents or any other document with respect
thereto) plus interest thereon, and any disbursements made for the enforcement
of this Deed of Trust and any remedies hereunder, payment of taxes, special
assessments, utilities or insurance on the Property and interest on such
disbursements and all disbursements by Beneficiary pursuant to applicable law
(all such indebtedness being hereinafter referred to as the maximum amount
secured hereby). This Deed of Trust shall be valid and have priority to the
extent of the maximum amount secured hereby over all subsequent liens and
encumbrances, including statutory liens, excepting solely taxes and assessments
levied on the Property given priority by law. All future advances under the
Credit Agreement, the Notes, this Deed of Trust and the other Loan Documents
shall have the same priority as if the future advance was made on the date that
this Deed of Trust was recorded. THE FUTURE ADVANCES TO BE SECURED BY THIS
CREDIT LINE DEED OF TRUST ARE INTENDED TO BE OBLIGATORY FOR PURPOSES OF WEST
VIRGINIA CODE SECTION 38-1-14 (a)(3).

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         8.14     Beneficiary's Lien for Service Charge and Expenses. At all
times, regardless of whether any Loan proceeds have been disbursed, this Deed of
Trust secures the payment of any and all loan commissions, service charges,
liquidated damages, expenses and advances due to or incurred by Beneficiary not
to exceed the maximum amount secured hereby. For purposes hereof, all
obligations of Grantor to Beneficiary under all Rate Management Transactions and
any indebtedness or obligation contained therein or evidenced thereby shall be
considered an obligation of Grantor secured hereby, pursuant to the Credit
Agreement; provided however that in no event shall the total amount secured
hereby exceed $150,000,000.

         8.15     Advances. The loan evidenced by the Notes is a "revolving
credit loan". The lien of the Deed of Trust shall secure all advances made
pursuant to the terms of the Agreement to the same extent as if such future
advances were made on the date of execution of the Deed of Trust, provided that
such advances are made within twenty (20) years from the date hereof. Although
there may be no indebtedness outstanding on the Note at the time any such
advance is made, the lien of the Deed of Trust as to third persons without
actual notice thereof, shall be valid as to all such indebtedness and future
advances from the time this Deed of Trust is filed for record. The total amount
of the indebtedness evidenced by the Notes and secured by the Deed of Trust may
increase or decrease from time to time, but the total unpaid balance so secured
at any one time shall not exceed the maximum amount specified in Section 7.14
plus interest thereon and any disbursements made for the payment of taxes,
special assessments, insurance or other disbursements made pursuant to the terms
of this Deed of Trust, the Credit Agreement, or the other Loan Documents.

         8.16     WAIVER OF TRIAL BY JURY. GRANTOR HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS DEED OF TRUST, THE NOTE,
OR ANY OF THE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS
OF GRANTOR OR BENEFICIARY. GRANTOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN
THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY
INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS
DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. GRANTOR FURTHER ACKNOWLEDGES THAT
(i) IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER,
(ii) THIS WAIVER IS A MATERIAL INDUCEMENT FOR BENEFICIARY TO MAKE THE LOAN,
ENTER INTO THIS DEED OF TRUST AND EACH OF THE OTHER LOAN DOCUMENTS, AND (iii)
THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF
FULLY INCORPORATED THEREIN.

         8.17     Incorporation of Credit Agreement and Environmental Indemnity
Agreement. The terms and provisions of the Credit Agreement and that certain
Environmental Indemnity Agreement (the "Indemnity") dated as of even date
herewith, are incorporated herein by express reference. All advances and
indebtedness arising and accruing under the Credit Agreement from time to time,
whether or not the resulting indebtedness secured hereby may exceed the face
amount of the Notes, shall be secured hereby to the same extent as though said
Credit Agreement were fully incorporated in this Deed of Trust, and the
occurrence of any Event of Default under said Credit Agreement shall constitute
a Event of Default under this Deed of Trust entitling Beneficiary to all of the
rights and remedies conferred upon Beneficiary by the terms of both this Deed of
Trust and the Credit Agreement. Grantor hereby agrees to comply with all
covenants

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                                      -24-

<PAGE>

and fulfill all obligations set forth in the Credit Agreement and Indemnity
which pertain to the Premises as if Grantor were a party to such documents. In
the event of any conflict or inconsistency between the terms of this Deed of
Trust and the Credit Agreement or Indemnity, the terms and provisions of the
Credit Agreement or Indemnity as the case may be, shall in each instance govern
and control.

         8.18     Inconsistencies. In the event of any inconsistency between
this Deed of Trust and the Credit Agreement, the terms hereof shall be
controlling as necessary to create, preserve and/or maintain a valid security
interest upon the Property, otherwise the provisions of the Credit Agreement
shall be controlling.

         8.19     Partial Invalidity; Maximum Allowable Rate of Interest.
Grantor and Beneficiary intend and believe that each provision in this Deed of
Trust and the Notes comports with all applicable local, state and federal laws
and judicial decisions. However, if any provision or provisions, or if any
portion of any provision or provisions, in this Deed of Trust or the Notes is
found by a court of law to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public
policy, and if such court should declare such portion, provision or provisions
of this Deed of Trust and the Notes to be illegal, invalid, unlawful, void or
unenforceable as written, then it is the intent both of Grantor and Beneficiary
that such portion, provision or provisions shall be given force to the fullest
possible extent that they are legal, valid and enforceable, that the remainder
of this Deed of Trust and the Notes shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Grantor
and Beneficiary under the remainder of this Deed of Trust and the Notes shall
continue in full force and effect. All agreements herein and in the Notes are
expressly limited so that in no contingency or event whatsoever, whether by
reason of advancement of the proceeds hereof, acceleration of maturity of the
unpaid principal balance of the Notes, or otherwise, shall the amount paid or
agreed to be paid to the Holders for the use, forbearance or detention of the
money to be advanced hereunder exceed the highest lawful rate permissible under
applicable usury laws. If, from any circumstances whatsoever, fulfillment of any
provision hereof or of the Notes or any other agreement referred to herein, at
the time performance of such provision shall be due, shall involve transcending
the limit of validity prescribed by law which a court of competent jurisdiction
may deem applicable hereto, then, ipso facto, the obligation to be fulfilled
shall be reduced to the limit of such validity and if from any circumstance the
Holders shall ever receive as interest an amount which would exceed the highest
lawful rate, such amount which would be excessive interest shall be applied to
the reduction of the unpaid principal balance due under the Notes and not to the
payment of interest.

         8.20     UCC Financing Statements. Grantor hereby authorizes
Beneficiary to file UCC financing statements to perfect Beneficiary's security
interest in any part of the Property. In addition, Grantor agrees to sign any
and all other documents that Beneficiary deems necessary in its sole discretion
to perfect, protect, and continue Beneficiary's lien and security interest in
the Property.

         8.21     Applicable Law. This Deed of Trust shall be construed,
interpreted and governed by the laws of the State in which the Premises are
located.

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                                      -25-

<PAGE>

         IN WITNESS WHEREOF, Grantor has executed this Deed of Trust as of the
date first above written.

                                   Grantor:

                                   GLIMCHER PROPERTIES LIMITED PARTNERSHIP,
                                   a Delaware limited partnership, sole member

                                       By: Glimcher Properties Corporation, a
                                           Delaware corporation, Sole General
                                           Partner

                                                   By:__________________________
                                                      George A. Schmidt,
                                                      Executive Vice President

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                                      -26-

<PAGE>

STATE OF ____________ )
                      ) SS:
COUNTY OF ___________ )

         The foregoing instrument was acknowledged before me this ____ day of
October, 2003, by George A. Schmidt, with whom I am personally acquainted (or
proved to me on the basis of satisfactory evidence), and who, upon oath,
acknowledged himself to be the Executive Vice President of Glimcher Properties
Corporation, a Delaware corporation, the Sole General Partner of Glimcher
Properties Limited Partnership, a Delaware limited partnership, the within named
Grantor, and that he as such Executive Vice President, executed the foregoing
instrument for the purpose therein contained on behalf of Glimcher Properties
Corporation in its capacity as the Sole General Partner of Glimcher Properties
Limited Partnership.

                                       Sign Name:_______________________________
                                                                   Notary Public

                                       Print Name:______________________________

                                                           [NOTARIAL SEAL]

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                                      -27-

<PAGE>

                                    EXHIBIT A

                             DESCRIPTION OF PREMISES

Huntington, West Virginia