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                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     The EMPLOYMENT AGREEMENT (the "Agreement"), dated as of May 3, 2000, by and
between Prime Retail, Inc., a Maryland corporation ("Prime"), and the sole
general partner of Prime Retail, L.P., a Delaware limited partnership (the
"Operating Partnership"), and John Mastin (the "Executive"), is hereby amended
by this Amendment, effective April 2, 2001, in the following respects:

     1.   Section 3(b) of the Agreement is hereby amended as follows:

          (b)  PERFORMANCE BONUS.

          In addition to the Base Salary, Executive shall have the right to
          receive, and the Company agrees to pay to Executive, a performance
          bonus for each calendar year during the Term of this Agreement, in
          such amounts as the Committee, in its sole discretion, may determine
          (the "Performance Bonus"). If the Board, either directly or through
          the Committee, establishes performance measures for senior officers
          (which term is intended to include Executive), those established
          criteria will be used to determine Executive's entitlement to a
          Performance Bonus. Notwithstanding the foregoing, nothing in this
          Agreement obligates the Board to establish such performance measures,
          and the lack of established performance measures will not constitute a
          breach of this Agreement in any manner. In lieu of established
          performance measures, the Board will determine Executive's Performance
          Bonus solely in its discretion. The parties hereto acknowledge that
          any corporate or individual performance objectives established
          pursuant to this Section 3(b) will be determined prior to, or as soon
          as possible after, the beginning of each calendar year and that such
          objectives may objectively be met by Executive. The aggregate
          Performance Bonus for a calendar year payable in accordance with the
          provisions of this Section 3(b) is expected to be up to 100% or more
          of the Base Salary for such calendar year. Further, Executive shall
          only be entitled to receive a Performance Bonus for a calendar year if
          Executive has been and continues to be retained by the Company as an
          executive officer of the Company for the full calendar year or if (i)
          the Company terminates Executive's employment without Cause (as
          defined below), (ii) Executive terminates his employment for Good
          Reason (as defined below), (iii) Executive terminates his employment
          for any reason simultaneously with, or within six months following, a
          Change of Control, or (iv) if Executive does not terminate his
          employment simultaneously with, or within six months following, a
          change of control, and Executive's employment ends for any reason
          within 24 months following a Change of Control. Any amount of
          Performance Bonus required to be paid to Executive for a calendar year
          during the Term of this Agreement shall be paid by the Company to
          Executive during the pay period of the Company following finalization
          of the audit for such calendar year and final review and approval of
          the bonus calculation by the Committee, and, in all events, on or
          before March 31 of the year immediately following the end of the
          calendar year for which such Performance Bonus is attributable.

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     2.   Section 4(d) of the Agreement is hereby amended as follows:

(d)  TERMINATION FOLLOWING A CHANGE OF CONTROL.

     If (i) Executive terminates this Agreement for any reason simultaneously
     with a Change of Control (in which event notice under Section 2 above shall
     not be necessary and the termination payments to be made under Sections
     4(d)(1), 4(d)(2) and 4(d)(3) shall be paid simultaneously with, and as a
     part of, the Change of Control), (ii) within six (6) months following a
     Change of Control Executive terminates this Agreement for any reason,
     subject to the notice provisions of Section 2 hereof, or (iii) within 24
     months following a Change of Control, the Company terminates this Agreement
     during its original term other than for Cause or Executive terminates this
     Agreement during its original term with Good Reason, the Company shall pay
     Executive (and Executive's eligible dependents with respect to paragraph
     (D) below) the following benefits and payments:

          (1) all accrued but unpaid amounts of Base Salary and vacation through
          the effective date of termination, payable in accordance with the
          provisions of Sections 3(a) and 3(d) above;

          (2) a termination payment in an amount equal to the product of (x) the
          number of full and partial years remaining in the Original Term (or,
          if greater, 2 years) and (y) the One-Year Pay Equivalent, which amount
          shall be payable within thirty (30) days of the effective date of
          termination;

          (3) any vested benefits or amounts pursuant to Section 3(c), 3(e),
          3(f) and 3(g) hereof through the effective date of termination,
          payable in accordance with the provisions of any such plan(s); and

          (4) the health insurance benefits described in Section 3(c)(1) above
          for the maximum period permitted under COBRA at the Company's sole
          expense, together with either (i) additional benefits equivalent to
          those in effect at the date of termination, such that Executive will
          receive Company-paid coverage for a total of 24 months or (ii) if
          providing such benefits is not permitted by the tax laws or applicable
          benefit plans, the after-tax equivalent of the premiums paid by the
          Company for such coverage.

     3. This Amendment may be executed in one or more counterparts which taken
together shall constitute one and the same instrument.



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EXECUTIVE:

 /s/ John S. Mastin
-------------------------------
      John Mastin


PRIME RETAIL, INC., a Maryland            PRIME RETAIL, L.P., a Delaware limited
corporation                               partnership

By: /s/ Glenn D. Reschke                  By:    Prime Retail, Inc.
     ----------------------               Its:   Sole General Partner
Name:  Glenn D. Reschke
Title: President & Chief Executive        By: /s/  Glenn D. Reschke
        Officer                           --------------------------------------
                                          Name:  Glenn D. Reschke
                                          Title: President & Chief Executive
                                                 Officer





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