SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     The EMPLOYMENT  AGREEMENT (the "Agreement"),  dated as of June 11, 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 Robert A. Brvenik (the "Executive"), as amended by
the first Amendment thereto, effective April 2, 2001, is further amended by this
Second Amendment,  effective June 6, 2002 (unless otherwise noted herein) in the
following respects:

     1.  Section  1 of the  Agreement  is hereby  deleted  in its  entirety  and
replaced with the following:

                  1.       Duties.
                           ------

                  During  the  Term hereof (as defined in Section 2 hereof), the
                  Company agrees to retain Executive, and Executive agrees to be
                  retained  by  the Company,  as the President,  Chief Financial
                  Officer  and  Treasurer  of  the  Company  on  the  terms  and
                  conditions  provided in this Agreement.  Executive shall serve
                  in such positions and Executive shall exercise such powers and
                  authority as are customarily inherent in similar  positions in
                  a  comparable  publicly-held  entity  or  as  provided  by the
                  By-laws  of  Prime  ("By-laws")  and  the Agreement of Limited
                  Partnership  of  the  Operating  Partnership,  as amended (the
                  "Partnership Agreement").  Prime,  in  its  capacity  as  sole
                  general  partner  of the Operating Partnership, may, from time
                  to time,  in  its  sole  discretion, by action of its Board of
                  Directors (the "Board") further define and clarify Executive's
                  duties  and   services  hereunder  or  under  the  By-laws  or
                  Partnership  Agreement in a manner consistent with the offices
                  for which he has been retained hereunder and the scope of work
                  set forth herein.  Executive agrees to devote his best efforts
                  and substantially all of his business time, attention, energy,
                  and skill to  performing his duties  to the Company under this
                  Agreement.  Executive will  report directly and exclusively to
                  the  Company's  Chief  Executive  Officer ("CEO"), and he will
                  perform  all of his  duties in accordance with such reasonable
                  directions,  requests,  rules and regulations as are specified
                  by the CEO in  connection with his employment. During the Term
                  of  this  Agreement,  it  shall  not  be  a  violation of this
                  Agreement   for   Executive   to   (i)   serve  on  corporate,
                  industry-related, civic, or charitable boards or committees or
                  devote  time  to  serving  any such entities or organizations,
                  (ii) deliver lectures,  fulfill speaking engagements, or teach
                  at   educational   institutions,   or  (iii)  manage  personal
                  investments  and finances and  business and legal affairs,  to
                  the extent that  such activities do not violate this Section 1
                  or Section 5 hereof.
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     2.  Section  2 of the  Agreement  is hereby  deleted  in its  entirety  and
replaced with the following:

                  2.       Term.
                           ----

                  The  term  of  this  Agreement,  unless  earlier terminated in
                  accordance  with  the terms of this Agreement,  will extend to
                  June 6, 2005 (the "Original Term"); provided, however, that if
                  this  Agreement  is  not  affirmatively  terminated  by either
                  party,  or  extended  or  renewed  for  a specific duration in
                  writing by  agreement of the parties, prior to the last day of
                  the  Original  Term,   this   Agreement  will  continue  on  a
                  month-to-month  basis  thereafter  (the "Extended Term").  The
                  parties agree  to  cooperate  and  discuss in good faith their
                  intentions  with  regard  to  this  Agreement's  extension  or
                  renewal 12 months prior  to  the  end  of  the  Original Term.
                  Notwithstanding the  foregoing,  the Company agrees to provide
                  Executive with a minimum of six months' advance written notice
                  of its intent to terminate this Agreement during  the Original
                  Term or the Extended Term for any reason other than Cause,  in
                  which  case   the   Company   shall  comply  with  the  notice
                  requirements of Sections 4(a)(2) and (3) hereof, and Executive
                  agrees  to  provide  the  Company  with  a minimum of 60 days'
                  advance  written  notice  of  his  intent  to  terminate  this
                  Agreement  during  the  Original Term or the Extended Term for
                  any reason  other  than  Good  Reason, in which case Executive
                  shall   comply   with   the  notice  requirements  of  Section
                  4(b)(1)(E) hereof.  The Original Term and any Extended Term of
                  this Agreement shall end only following termination by written
                  notice  by  the  Company  or Executive in accordance with this
                  Section.  For purposes of this Agreement,  the terms "Original
                  Term"  and   "Extended  Term"  shall  herein  be  collectively
                  referred to as the "Term."

     3.  Section  3(a) of the  Agreement  is hereby  deleted in its entirety and
replaced with the following:

                  (a) Base Salary.  For the period beginning January 1, 2002 and
                  extending throughout the Term of this Agreement, the Operating
                  Partnership  agrees  to  pay to  Executive a base salary in an
                  aggregate  amount  of Four Hundred Thousand Dollars ($400,000)
                  per  calendar  year,  payable  in  accordance with the general
                  policies  and procedures  for payment of salaries to any other
                  executive  personnel  of the Company but in all events payable
                  no less frequently than monthly. The then applicable amount of
                  yearly  base  salary  payable  to  Executive  pursuant  to the
                  provisions of this Section 3(a) shall herein be referred to as
                  the  "Base Salary."  The  Base  Salary  payable  to  Executive
                  pursuant  to  the  provisions  of  this  Section 3(a) shall be
                  subject  to  periodic  review by the Compensation Committee of
                  the  Board  of Directors of Prime (the "Committee") based upon
                  periodic  review  of  Executive's  performance conducted on at
                  least an  annual  basis and may be periodically increased as a
                  result  thereof;  provided,  however,  that  the  Base  Salary
                  payable  to  Executive  pursuant  to  the  provisions  of this
                  Section  3(a)  shall  in  no  event be less than the aggregate
                  amount set forth in the first sentence of this paragraph. In

<PAGE>
                  no  event  may  Executive's  Base Salary be reduced during the
                  Term without his express written consent.

     4. The last  sentence  of  Section  3(b),  "Performance  Bonus,"  is hereby
deleted in its entirety and replaced with the following:

                  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 on the
                  earlier  of  (x)  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
                  or (y) February 28  (or the next  business day)  of  the  year
                  immediately  following  the end of the calendar year for which
                  such Performance Bonus is attributable.

     5. The  following  paragraph  shall be  added at the end of  Section  3(g),
"Stock Options":

                  As   additional   consideration   for  Executive's  employment
                  hereunder,  as  of  June 6, 2002 (the "Date of Grant"),  Prime
                  granted Executive an option (the "Option") to purchase 500,000
                  shares of Prime's common stock, par value $0.01 per share (the
                  "Common Stock").  The  purchase price per share was $0.11 (the
                  "Exercise Price").  The  Option  is  subject  to the terms and
                  conditions contained in the Stock Award Agreement entered into
                  between  Prime  and  Executive,  which terms include:  (i) the
                  Option will have a term of ten years measured from the date of
                  grant;  (ii)   the  greatest  portion  of  the  Option  shares
                  allowable  will  be  issued  as  incentive  stock  options (as
                  determined  on  a  prorated basis for all recipients of option
                  awards on June 6, 2002); (iii) the Option shares will vest and
                  become  exercisable  as follows:  1/3 will vest upon the first
                  anniversary  of  the  Date  of  Grant,  1/3 will vest upon the
                  second  anniversary  of  the Date of Grant,  and 1/3 will vest
                  upon  the  third  anniversary of  the  Date of Grant, assuming
                  Executive's  employment  with  Prime  continues  through s uch
                  dates; (iv)  the  Option  will  remain exercisable for 30 days
                  following termination of Executive for Cause, and in the event
                  of Executive's termination  of employment for any other reason
                  the Option will remain  exercisable  for 90 days; and (v) upon
                  Executive's resignation for Good Reason or termination without
                  Cause  (each as herein defined and without regard to whether a
                  Change of  Control  has  occurred)  during  the  Term  of this
                  Agreement,  the  entire  Option,  in  addition  to  all  other
                  outstanding options awarded by Prime to Executive, will become
                  fully  vested  and  exercisable,  to the extent not previously
                  exercised. Prime  will take all steps necessary to ensure that
                  all options held by Executive survive any Change of Control.

<PAGE>
     6. Subparagraph  4(d)(2) of the Agreement is hereby deleted in its entirety
and replaced with the following:

                  (2)  a termination payment in an amount equal to two times the
                  One-Year Pay Equivalent,  which amount shall be payable within
                  thirty (30) days of the effective date of termination;

     7. The  following  sentence  is hereby  added at the end of  Section  4(d),
"Termination Following a Change of Control":

                  The termination benefits pursuant to subsections (a) to (d) of
                  this Section 4 are mutually exclusive, and Executive shall not
                  be  entitled to seek  termination benefits under more than one
                  such subsection (other than as described in the last paragraph
                  of Section 4(a)(1)).

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


EXECUTIVE:

------------------------------
         Robert A. Brvenik


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



By:___________________________              By:      Prime Retail, Inc.
Name:_________________________              Its:     Sole General Partner
Title:________________________              By:____________________________
                                            Name:__________________________
                                            Title:_________________________