AMENDMENT TO
                              EMPLOYMENT AGREEMENT


     The EMPLOYMENT AGREEMENT (the "Agreement"),  dated as of March 21, 2002, 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 R. Kelvin Antill (the "Executive"), is amended by
this  Amendment,  effective June 6, 2002 (unless  otherwise noted herein) in the
following respects:

     1.  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."

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

                  (a) Base Salary.  For  the  period beginning June 10, 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  $250,000  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

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

     3. 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.

     4. A new Section 3(g) is hereby added to the Agreement as follows:

                  (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  250,000  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  such
                  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.

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     5. 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;

     6. The following sentence is hereby added at the end of Section 4(d):

                  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)).

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


EXECUTIVE:

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         R. Kelvin Antill


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:_________________________