OPEN-END MORTGAGE, ASSIGNMENT OF RENTS AND SECURITY AGREEMENT



         KNOW ALL MEN BY THESE PRESENTS, that GLIMCHER PROPERTIES LIMITED

PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, with offices at 20 South Third

Street, Columbus, Ohio 43215 ("Borrower"), in consideration of the payments to

Borrower which BANK ONE, NA, a national banking association, having an office

and place of business at 100 East Broad Street, Columbus, Ohio 43271-0208

("Lender"), has made contemporaneously herewith or may hereafter make, does

hereby grant, bargain, sell and convey unto Lender, its successors and assigns

forever, certain real property situated in the State of Ohio, County of Ross,

and City of Chillicothe, being more fully described in Exhibit "A" hereto and by

this reference made a part hereof (the "Property"), together with the following,

to the extent now owned or hereafter acquired by Borrower: (a) all improvements

now or hereafter attached to or placed, erected, constructed or developed on the

Property (collectively the "Improvements"); (b) all fixtures, furnishings,

equipment, inventory, and other articles of personal property (collectively the

"Personal Property") that are now or hereafter attached to or used in or about

the Improvements or that are necessary or useful for the complete and

comfortable use and occupancy of the Improvements for the purposes for which

they were or are to be attached, placed, erected, constructed or developed or

that may be used in or related to the planning, development, financing or

operation of the Improvements, and all renewals of or replacements or

substitutions for any of the foregoing, whether or not the same are or shall be

attached to the Improvements or the Property; (c) all water and water rights,

timber, crops, and mineral interests pertaining to the Property; (d) all

building materials and equipment now or hereafter delivered to and intended to

be installed in or on the Improvements or the Property; (e) all plans and

specifications for the Improvements; (f) all contracts relating to the Property,

the Improvements or the Personal Property; (g) all deposits (including, without

limitation, tenants' security deposits), bank accounts, deposit accounts, funds,

documents, contract rights, accounts, commitments, construction agreements,

architectural agreements, payment intangibles, promissory notes, investment

property, letter of credit rights, supporting obligations, general intangibles

(including, without limitation, trademarks, trade names and symbols), tax

credits, instruments, notes and chattel paper arising from or by virtue of any

transactions related to the Property, the Improvements or the Personal Property

or relating directly or indirectly to the ownership, occupancy, use, operation,

and maintenance of the Property, Personal Property, and Improvements or the

construction of the Improvements; (h) all permits, licenses, franchises,

certificates, and other rights and privileges obtained in connection with the

Property, the Improvements or the Personal Property; (i) all proceeds arising

from or by virtue of the sale, lease or other disposition of the Property, the

Improvements, the Personal Property or any portion thereof or interest therein;

(j) all proceeds (including, without limitation, premium refunds) of each policy

of insurance relating to the Property, the Improvements or the Personal

Property; (k) all proceeds from the taking of any of the Property, the

Improvements, the Personal Property or any rights appurtenant thereto by right

of eminent domain or by private or other purchase in lieu thereof (including,

without limitation, change of grade of streets, curb cuts or other rights of

access), for any public or quasi public use under any law; (l) all right, title

and interest of Borrower in and to all streets, roads, public places, easements

and rights-of-way, existing or proposed, public or private, adjacent to or used

in connection with, belonging or pertaining to the Property; (m) all of the

leases, licenses, occupancy agreements, rents (including without limitation,

room rents), royalties, bonuses, issues, profits, revenues or other benefits of

the Property, the Improvements or the Personal

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Property, including, without limitation, cash or securities deposited pursuant

to leases to secure performance by the lessees of their obligations thereunder;

(n) all consumer goods located in, on or about the Property or the Improvements

or used in connection with the use or operation thereof; (o) all rights,

hereditaments and appurtenances pertaining to the foregoing; and (p) other

interests of every kind or nature that Borrower now has or at any time hereafter

acquires in and to the Property, Improvements, and Personal Property described

herein and all property that is used or useful in connection therewith,

including rights of ingress and egress and all reversionary rights or interests

of Borrower with respect thereto (all of the same, including the Property,

collectively the "Mortgaged Property").



         TO HAVE AND TO HOLD the Mortgaged Property, together with the rights,

privileges and appurtenances thereto belonging, unto Lender and its successors

and assigns forever, and Borrower hereby binds itself and its successors and

assigns to warrant and forever defend the Mortgaged Property unto Lender and its

successors and assigns, against the claim or claims of all persons claiming or

to claim the same or any part thereof, except as to those matters described in

Exhibit "B" attached hereto and by this reference made a part hereof (the

"Permitted Encumbrances").



         This Open-End Mortgage, Assignment of Rents and Security Agreement (the

"Mortgage") is given for the purpose of securing loan advances which Lender is

obligated to make to Borrower pursuant to the terms and conditions of the Loan

Agreement, of even date herewith, by and between Borrower and Lender (the "Loan

Agreement"), which Loan Agreement is by this reference made a part hereof.



         The parties hereto intend that, in addition to any other indebtedness

or obligations secured hereby, the Mortgage shall secure unpaid balances of loan

advances made after the Mortgage is delivered to the Recorder for record. Such

loan advances are and will be evidenced by a note or notes of Borrower. The

maximum amount of unpaid loan indebtedness, which shall consist of unpaid

balances of loan advances made either before or after, or both before and after,

the Mortgage is delivered to the Recorder for record, exclusive of interest

thereon and of advances for taxes, assessments, insurance premiums and costs

incurred for protection of the Mortgaged Property, which may be outstanding at

any time is Fifteen Million One Hundred Ninety Thousand Dollars

($15,190,000.00).



         THE MORTGAGE IS GIVEN TO SECURE: the full and prompt payment, whether

at stated maturity, accelerated maturity or otherwise, of any and all

indebtedness, whether fixed or contingent (collectively the "Indebtedness") and

the complete, faithful and punctual performance of any and all other obligations

(collectively the "Obligations") of Borrower to Lender under the terms and

conditions of (a) the Loan Agreement, (b) the Mortgage Note, of even date

herewith, made by Borrower to Lender, in the principal amount of Fifteen Million

One Hundred Ninety Thousand Dollars ($15,190,000.00) payable not later than

November 1, 2004, unless extended by its terms to November 1, 2005, and any and

all renewals, amendments, modifications, reductions and extensions thereof and

substitutions therefor (collectively the "Note"); (c) the Mortgage; and (d) any

other instrument, document, certificate or affidavit heretofore, now or

hereafter given by Borrower



                                       2

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evidencing or securing all or any part of the foregoing (the same together with

the Loan Agreement, the Note and the Mortgage, collectively the "Loan

Documents").



         In addition to any other debt or obligation secured hereby, this

Mortgage shall also secure unpaid balances of advances heretofore and hereafter

made with respect to the Mortgaged Property, for the payment of taxes,

assessments, insurance premiums or costs incurred for the protection of the

Mortgaged Property.



         Borrower, for itself and its successors and assigns, hereby covenants

with Lender, its successors and assigns, that:



         1.       Title. Borrower represents that it has good and marketable

title in fee simple to the Mortgaged Property, free and clear from all

conditions, restrictions, easements, liens, encumbrances and adverse claims

whatsoever, except the Permitted Encumbrances, and Borrower will forever warrant

and defend the same with the appurtenances above mentioned, unto Lender, its

successors and assigns, against the lawful claims of all persons whomsoever,

except as noted above. The Mortgaged Property constitutes the entirety of one or

more complete tax parcels. Borrower has good and marketable title to the

Personal Property, free and clear of any liens, charges, encumbrances, security

interests and adverse claims whatsoever. If the interest of Lender in the

Mortgaged Property or any part thereof shall be endangered or shall be attacked,

directly or indirectly, Borrower hereby authorizes Lender, at Borrower's

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