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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 Steven Gothelf (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/ Steven S. Gothelf
---------------------------
     Steven Gothelf


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
        Officer                          By: /s/ Glenn D. Reschke
                                            -----------------------------------
                                         Name:  Glenn D. Reschke
                                         Title: President & Chief Executive
                                                Officer


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