AGREEMENT TO PURCHASE REAL ESTATE



         In consideration of the mutual covenants and agreements herein

contained and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, this Agreement to Purchase Real Estate

("Agreement") is entered into by and between GLIMCHER PROPERTIES LIMITED

PARTNERSHIP, a Delaware limited partnership ("GPLP"), EAST POINTE VENTURE, LLC,

a Delaware limited liability company, BARREN RIVER PLAZA, LLC, A Delaware

limited liability company, and RIVER VALLEY VENTURE, LLC, a Delaware limited

liability company, (each such company being referred to herein as "Seller" with

respect to those properties listed in Schedule 1 owned by it), each having

offices at 20 South Third Street, Columbus, Ohio 43215, and 20/20 Management

Company, Inc., a Texas corporation ("Purchaser"), having offices at 10210 North

Central Expressway, Suite 410, Dallas, TX 75231, this 6th day of June, 2002.



                              W I T N E S S E T H :



         1. PREMISES. At the price and upon the terms, conditions, and

provisions herein contained, Seller agrees to sell and convey to Purchaser, and

Purchaser agrees to purchase from Seller, the shopping centers listed on the

SCHEDULE 1 attached hereto and made a part hereof, and legally described in the

EXHIBITS "A-1" THROUGH EXHIBIT "A-23" attached hereto and made a part hereof

(plus, if applicable, those additional shopping centers described in SECTION

2(d), below), including without limitation, the real estate upon which each such

shopping center is located, together with all right, title and interest of

Seller in any way belonging to or pertaining to or running with the real

properties, all easements, rights of way and other rights in property abutting,

adjacent, contiguous to or adjoining the real property (collectively, the "Real

Property"), all tangible and intangible personal property, contracts, leases,

licenses, permits, certificates of occupancy and other contractual rights, and

trade names and trade marks, plans, specifications, warranties, guaranties,

manuals, drawings, and any other items of Seller used by Seller in the

ownership, development, use, operation, leasing and management of the shopping

centers and the real property associated with the shopping centers

(collectively, the "Personal Property") (the Real Property and the Personal

Property are collectively referred to herein as the "Property").



         2. PURCHASE PRICE.



         (a) The purchase price for the Property shall be One Hundred

Ninety-three Million Five Hundred One Thousand Five Hundred Ninety-six and

no/100 Dollars ($193,501,596.00) ("Purchase Price") (increased, if applicable,

by the amounts specified in SECTION 2(d)). The Purchase Price shall be paid by

bank wire, at closing, and shall be subject to any prorations, adjustments, and

credits, as hereinafter stated. Purchaser shall receive a credit at Closing

against the payment of the Purchase Price in the amount of (i) the principal

amount of the existing indebtedness encumbering the Property, as described in

the EXHIBIT "B" attached hereto and made a part hereof (" Existing Loans"), (ii)

all deposits made by Purchaser prior to Closing in accordance with SECTION 4,

(iii) any net amount credited to Purchaser under SECTION 12 hereof, and (iv) as

may

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otherwise be provided herein. In the event Purchaser closes on the purchase of

all of the properties it is required to purchase in accordance with the terms

and conditions of this Agreement, Seller shall also give Purchaser a credit

against the purchase price at closing in the amount of Three Million Dollars

($3,000,000.00). The balance of the Purchase Price, as adjusted, together with

all other amounts due from Purchaser, shall be payable in immediately available

funds at Closing. Purchaser shall make such payment by wire transfer to one or

more bank accounts, which Seller shall designate no later than two (2) business

days prior to the Closing Date.



         (b) An independent engineering consultant mutually agreed upon by

Purchaser and Seller has estimated the costs to make repairs immediately

required (defined for purposes of this Agreement as repairs required to be

completed within calendar year 2002) to the roofs of each of the twenty-three

(23) shopping center properties, in the total amount of One Hundred Twenty-four

Thousand One Hundred Seventy-five and No/100 Dollars ($124,175.00) (the "Roof

Repair Costs"). Seller agrees to give Purchaser a credit at Closing in the total

amount of the Roof Repair Costs. In the event Purchaser is required by Section

2(d) below to purchase the two additional shopping centers, as described in

Section 2(d) below, Seller shall give Purchaser an additional credit for Roof

Repair Costs in the amount of Sixty Thousand Dollars ($60,000.00). Purchaser

acknowledges and agrees that it has completed environmental assessments of the

Property performed by Purchaser's independent consultants. Purchaser hereby

waives any objection to the Property based upon environmental conditions.



         (c) The obligations of Purchaser and Seller under this Agreement with

respect to those properties identified on EXHIBIT "B" as having assumable loans

are expressly conditioned upon Purchaser obtaining the consent of the existing

lenders ("Existing Lenders") to assume the Existing Loans ("Existing Lenders'

Consents"). Seller has previously requested the Existing Lenders' Consents from

the Existing Lenders, and has provided all Seller information requested by the

Existing Lenders. Purchaser agrees to provide all information reasonably

requested by the Existing Lenders within five (5) business days after receipt of

a written request therefore. In the event any Existing Lender Consent is not

obtained on or before the Closing Date, then this Agreement shall automatically

terminate with respect to the Property encumbered by such Existing Loan, the

Purchase Price shall be reduced by the fair market value of such Property, as

mutually determined by Seller and Purchaser, and Closing shall proceed with

respect to the remaining Property.



         (d) In the event that, in conjunction with the approval of the

assumption of the Jackson National Life Insurance Company ("JNL"), JNL does not

agree to accept as substitute collateral the Seller properties known as Hunter's

Ridge, Gahanna, Ohio, and Lowe's Brice, Columbus, Ohio (or such other substitute

collateral as Purchaser may propose and JNL may accept), for the properties

currently encumbered by the JNL Loan known as Sycamore Square in Ashland City,

Tennessee, and Southside Plaza in Sanford, North Carolina, then Purchaser agrees

to purchase Sycamore Square in Ashland City, Tennessee, for Four Million Four

Hundred Thirty-four Thousand Five Hundred Forty-one Dollars ($4,434,541.00), and

Southside Plaza in Sanford, North Carolina, for Eight Million Nine Hundred Three

Thousand Five Hundred Ninety-three Dollars ($8,903,593.00).



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         3.       INSPECTION OF PROPERTY.



         (a) Purchaser acknowledges and agrees that it (i) is familiar with the

physical condition of the Property, and (ii) is acquiring the Property "AS IS"

based exclusively upon its own due diligence.



         (b) Until the Closing Date Purchaser, and any of its authorized

representatives and agents, shall have the right to enter onto the Property,

subject to the conditions hereafter provided, for such investigations or

analyses Purchaser deems necessary. Any and all work for Purchaser's due

diligence investigations shall be performed at Purchaser's expense, without cost

or expense to Seller.



         (c) Prior to entry on the Property by Purchaser or by any party to

conduct any survey, test, or inspection for or on behalf of Purchaser, a

certificate or other satisfactory evidence of liability insurance coverage for

said party shall be provided to Seller with coverage and in amounts satisfactory

to Seller. Purchaser shall protect, indemnify and hold Seller harmless from all

liability from injury to persons or Property or liens or actions for cost of

work arising out of the inspections, investigations and entry onto the Property

by Purchaser or by any representatives or agents of Purchaser.



         (d) Purchaser acknowledges that it will have access to nonpublic

information of Seller and its affiliates, including, without limitation,

know-how, lists of existing and potential tenants, leases, agreements and

understandings with tenants and suppliers, the information supplied by or on

behalf of Seller pursuant to this SECTION 3 and business and financial

information, as well as information obtained from inspections of the Property

(all such information collectively, "Confidential Information"). Therefore,

Purchaser agrees to (i) keep confidential all Confidential Information of Seller

and its affiliates, (ii) not disclose any portion of the Confidential

Information in any manner without the prior written consent of Seller except to

its brokers, mortgage brokers, accountants, lawyers, prospective lenders,

prospective partners and any other professional involved in the Purchaser's due

diligence efforts, and (iii) use, and permit its representatives to use,

Confidential Information exclusively in connection with the transactions

contemplated by this Agreement Notwithstanding the foregoing, Purchaser may

disclose Confidential Information to its representatives if: (x) it first

informs the representative that the Confidential Information is confidential and

of the contents of this Section; and (y) the representative agrees in writing

with the Seller to abide by the terms of this Section. If Purchaser or any of

its representatives believes it is required by applicable law to disclose any

Confidential Information, Purchaser will promptly inform Seller and shall limit

the disclosure to that which is required by applicable law. In addition,

Purchaser shall not make any press release, public statement, or other

announcement regarding this Agreement or the transactions contemplated hereby

without the prior approval of Seller. For purposes of this Section, Confidential

Information shall not include information that is generally available to the

public, was known to Purchaser prior to the disclosure, or was independently

developed by Purchaser. In the event this Agreement is terminated or the within

transaction does not close, Purchaser shall, within five (5) business days,

return to Seller all copies of any such Confidential Information in the

possession of Purchaser, including any and all copies made by



                                       3

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Purchaser of items received from Seller. Notwithstanding the foregoing,

Purchaser, with Seller's prior written consent, not to be unreasonably withheld,

shall be allowed to disclose such information as may be required in order to

organize and offer interests in a Real Estate Investment Trust (the "REIT"), to

list the REIT on a securities exchange, and to operate such REIT in compliance

with all applicable laws and all applicable requirements of such exchange.



         4. DEPOSIT / EXTENSIONS OF CLOSING DATE.



         (a) Seller acknowledges that Purchaser has deposited the sum of Two

Million Dollars ($2,000,000.00) (along with subsequent deposits, collectively

referred to as the "Deposit") with Flagler Title Company, 1897 Palm Beach Lakes

Boulevard, Suite 125, West Palm Beach, FL 33409 ("Escrow Agent"), which Deposit

shall be non-refundable to Purchaser, but applicable against the Purchase Price.

Seller's obligations under this Agreement are expressly conditioned upon

Purchaser providing to Seller, within one (1) business day after the date of

full execution of this Agreement, a letter from GrenCorp Management Inc., to

Seller and the Escrow Agent, agreeing that the terms of GrenCorp's letter of May

23, 2002, to the Escrow Agent setting forth conditions with respect to the

making of such Two Million Dollar ($2,000,000.00) Deposit, are rescinded, and

that such Deposit shall be held by Escrow Agent in accordance with the terms of

this Agreement. This Two Million Dollars ($2,000,000.00) Deposit shall

immediately become non-refundable to Purchaser, and shall either be credited

against the purchase price at closing or paid to Seller by the Escrow Agent if

Purchaser does not close this transaction for any reason other than a failure by

Seller to close, and Purchaser hereby releases and discharges Seller from any

and all claims, demands, damages, actions and/or causes of action, whatsoever,

past, present of future, which can now or forever be asserted, whether known or

unknown, which arise or may arise out of or are in any way or in any manner

connected with or related to such Deposit. It is intended by Purchaser that the

foregoing constitute a covenant not to sue in the event of the release of such

Deposit to Seller in accordance with this Agreement, except in the event of a

failure by Seller to close.



         (b) Purchaser may extend the Closing Date from June 30, 2002, to August

31, 2002, by giving written notice to Seller, and depositing with the Escrow

Agent an additional Deposit in the amount of One Million Dollars ($1,000,000.00)

Deposit, on or before June 30, 2002, which additional Deposit shall be

non-refundable to Purchaser, but applicable against the Purchase Price. Such

additional Deposit shall immediately become non-refundable to Purchaser, and

shall either be credited against the purchase price at closing or paid to Seller

by the Escrow Agent if Purchaser does not close this transaction for any reason

other than a failure by Seller to close, and Purchaser hereby releases and

discharges Seller from any and all claims, demands, damages, actions and/or

causes of action, whatsoever, past, present of future, which can now or forever

be asserted, whether known or unknown, which arise or may arise out of or are in

any way or in any manner connected with or related to such Deposit. It is

intended by Purchaser that the foregoing constitute a covenant not to sue in the

event of the release of such Deposit to Seller in accordance with this

Agreement, except in the event of a failure by Seller to close.



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{PAGE}

         (c) Purchaser may extend the Closing Date to September 30, 2002, by

giving written notice to Seller and depositing with the Escrow Agent an

additional Deposit in the amount of One Million Dollars ($1,000,000.00) on or

before August 31, 2002, which additional Deposit shall be non-refundable to

Purchaser, but applicable against the Purchase Price. Such additional Deposit

shall immediately become non-refundable to Purchaser, and shall either be

credited against the purchase price at closing or paid to Seller by the Escrow

Agent if Purchaser does not close this transaction for any reason other than a

failure by Seller to close, and Purchaser hereby releases and discharges Seller

from any and all claims, demands, damages, actions and/or causes of action,

whatsoever, past, present of future, which can now or forever be asserted,

whether known or unknown, which arise or may arise out of or are in any way or

in any manner connected with or related to such Deposit. It is intended by

Purchaser that the foregoing constitute a covenant not to sue in the event of

the release of such Deposit to Seller in accordance with this Agreement, except

in the event of a failure by Seller to close.



         (d) The Deposit(s) and any interest earned thereon shall be

non-refundable to Purchaser, except in the event of a failure by Seller to close

this transaction. Purchaser and Seller hereby agree as follows:



                  (i)      At Closing, the Deposit and any interest earned shall

                           be applied against the Purchase Price;



                  (ii)     If Purchaser fails to close this transaction for any

                           reason other than a failure by Seller to close, then

                           the Deposit and any interest earned thereon shall be

                           due and payable to Seller as liquidated damages

                           hereunder, and excepting the obligations of Purchaser

                           to indemnify and hold Seller harmless with respect to

                           any inspections of the Property under SECTION 3

                           above, Seller shall have no further rights against

                           the Purchaser.



                  (iii)    Provided Purchaser has complied with all of the

                           obligations under this Agreement, if Seller fails to

                           close this transaction, other than as a result of a

                           willful failure or refusal to close (which is

                           addressed by the following sentence), Purchaser may,

                           as its sole and exclusive remedies, either seek

                           specific performance, or Purchaser may elect to

                           receive the return of Purchaser's Deposit and any

                           interest earned thereon and both parties shall be

                           relieved from further liability hereunder, except for

                           Purchaser's indemnity obligations arising from its

                           inspections of the Property. If and only if Seller

                           shall willfully fail or refuse to Close, Purchaser

                           may (i) enforce specific performance and recover any

                           additional expenses that Purchaser reasonably incurs

                           in seeking specific performance or that are otherwise

                           caused by Seller's nonperformance, or (ii) terminate

                           this Agreement, receive the return of Purchaser's

                           Deposit and any interest earned thereon, and recover

                           from Seller an amount equal to Purchaser's

                           out-of-pocket expenses incurred in connection with

                           this transaction, together with a reasonable

                           allowance for Purchaser's time and overhead



                                       5

{PAGE}

                           invested in this transaction, not to exceed One

                           Million Twenty-five Thousand and No/100 Dollars

                           ($1,025,000.00), in which case both parties shall be

                           relieved from further liability hereunder, except for

                           Purchaser's indemnity obligations arising from its

                           inspections of the Property. For purposes of this

                           SECTION 4(c), "willfully fail or refuse to close"

                           shall mean a failure or refusal by Seller to Close

                           when it is within Seller's power to do so, and there

                           exists no grounds under the Purchase Agreement for



                           Seller failing or refusing to Close.



         5. TITLE. Purchaser acknowledges and agrees that it has reviewed and

agrees to accept title to the Property in its condition as shown on the most

recent title commitments received by Purchaser prior to the date of this

Agreement.



         6. SURVEY. Purchaser acknowledges and agrees that it has reviewed

surveys for the Property and agrees that there are no survey matters shown on

such surveys to which Purchaser objects.



         7. SERVICE CONTRACTS. Seller has delivered copies of all existing

service contracts or other agreements pertaining to the operation of the

Property to Purchaser (those so delivered referred to as the "Existing Service

Contracts"). Purchaser shall have the right to direct Seller to terminate at

Closing any Existing Service Contract that Seller has the right to terminate.

Seller shall terminate any such contracts effective as of the Closing Date. Any

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