Employment Agreement


     THIS EMPLOYMENT  AGREEMENT (the "Agreement"),  effective as of June 6, 2002
(the  "Effective  Date"),  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"),  the  Operating
Partnership  (Prime and the  Operating  Partnership  are  sometimes  hereinafter
together referred to as the "Company"),  and Frederick J. Meno IV, an individual
domiciled in the State of Maryland ("Executive").

                                   Witnesseth

     WHEREAS,  the Company is engaged  primarily in the ownership,  development,
construction,  acquisition,  leasing, marketing and management of factory outlet
centers throughout North America, Puerto Rico and Western Europe;

     WHEREAS,  the Company  believes  that it would  benefit from the  continued
application  of  Executive's  particular  and  unique  skill,  experience,   and
background to the management and operation of the Company;

     WHEREAS,  Executive  wishes to commit  himself to serve the  Company in the
position set forth herein on the terms herein provided;

     NOW, THEREFORE,  in consideration of the foregoing and the mutual covenants
herein set forth, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby  acknowledged by each of the parties hereto,  the
Company and Executive hereby agree as follows:

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 Company's  Senior Vice  President - Operations and Marketing on
the terms and conditions  provided in this  Agreement.  Executive shall serve in
such  position and  Executive  shall  exercise  such powers and authority as are
customarily inherent in a similar position 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 office  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
the Company's President ("President"),  and he will perform all of his duties in
accordance with such reasonable directions,  requests,  rules and regulations as
are specified by the CEO and/or the President in connection with his employment.
Notwithstanding  the  foregoing,  the parties  acknowledge  that the Company may
alter the reporting  relationship of Executive so that he thereafter  reports to

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the Company's Chairman,  President,  CEO, or an individual who has been retained
to serve as the Company's  Chief Operating  Officer,  or a similar role, if that
individual  reports  directly to the CEO;  provided  further that  Executive may
report to any such individual or a combination thereof.  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.

2.      Term. The term of this Agreement shall commence as of the Effective Date
and,  unless earlier  terminated in accordance with the terms of this Agreement,
will  extend to the  second  anniversary  of such date  ("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 six months prior
to the end of the Original  Term.  Notwithstanding  the  foregoing,  the Company
agrees to provide  Executive  with a minimum of three  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 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 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. Compensation and Related Matters.

     (a)     Base Salary.   For the period beginning June 10, 2002 and extending
through 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  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.

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     (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% 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 such shorter period if Executive is promoted to an executive
position during the calendar year in question) 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 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) March 31
(or the  next business day) of the year  immediately   following  the end of the
calendar year for which such Performance Bonus is attributable.

     (c) Health Insurance and Other Benefits.

     (1)     During the Term  of this  Agreement and subject to the  limitations
and  affirmative  rights  set  forth  in  this  Section 3(c),  Executive and his
eligible dependents shall have the right to participate in any life, disability,
health, dental, vision  and  other benefit plans or programs  that  have been or
are hereafter adopted or maintained by the  Company  (or in  which  the  Company
participates)  according  to the terms of such plan or  program  with all of the
benefits,  rights and  privileges  as are enjoyed by any other senior  executive
officer  of the  Company  (but in any event not less  than  what is  offered  to
employees that are not senior executive officers). In addition,  Executive shall
be covered by any and all policies of directors and officers  insurance coverage
obtained by the Board from time to time for its senior executive  officers,  the
terms of which shall be established by the Board in its sole discretion.

     (2)     During the  Term of this  Agreement and subject to the  limitations
and  affirmative  rights  set  forth  in  this Section  3(c),  Executive and his
eligible  dependents  shall  have  the  right  to participate in any retirement,
pension, or other similar benefit plan or program  that has been or is hereafter

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adopted by the Company (or in which the Company  participates) according  to the
terms  of  such  plan or program with all the benefits, rights and privileges as
are enjoyed by any other senior executive officer of the Company.

     (3)     If  the  participation  of  Executive  under  a  plan  described in
subsection (2) above would adversely affect the qualification of a plan intended
to be qualified under the Internal Revenue Code of 1986, as amended from time to
time (the "Code"), the Company  shall have the right to exclude  Executive  from
that plan in  return for  his participation  in  (x)  a  non-qualified  deferred
compensation  plan  or (y) an  arrangement  providing  substantially  comparable
benefits  on an  after-tax  basis  under a plan  that is either a  qualified  or
non-qualified plan under the Code at the Company's option.

     (4)     Notwithstanding  anything  to  the  contrary  contained herein, the
Company reserves the right to amend or terminate  any  plan  described  in  this
Section 3(c) for any reason; provided,  however, that (i) no such amendment that
would reduce the benefits of Executive will be  adopted  unless it affects other
senior executive officers across-the-board,  and (ii) if  any plan amendment  or
termination  reduces the benefits of Executive,  the Company  agrees to adopt or
maintain  one or  more  replacement  plans  that  will  provide  Executive  with
reasonably comparable benefits on an after-tax basis throughout the Term of this
Agreement.

     (d)     Vacation and Leaves of Absence. Executive shall be entitled to paid
vacation  leave and paid holidays in accordance  with the Company's  established
policies.  In  addition to the  foregoing,  Executive  may be granted  leaves of
absence with or without pay for such other  reasons as shall be mutually  agreed
upon by the Board and Executive.

     (e)     Expenses.  Executive shall be reimbursed, subject to the  Company's
receipt of invoices or similar records as the Company may reasonably  request in
accordance  with its policy and  procedures,  for all  reasonable  and necessary
expenses incurred by Executive in the performance of his duties hereunder.

     (f)     Life Insurance.  The  Company  shall  provide  $1,000,000  of  life
insurance  coverage  for  the  benefit  of  Executive  during  the  Term of this
Agreement.

     (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

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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.

4.    Termination and Termination Benefits.

     (a)      Termination by Prime.

     (1)      Without Cause.  Subject  to  the  notice  provisions  set forth in
Section 2 hereof, the Company  may  terminate  this  Agreement  and  Executive's
services at any time for any reason,  and after any required  notice is provided
to Executive he shall continue to perform his duties under this Agreement during
the notice period  if the Company so elects.  In connection with the termination
of Executive's  services  without  Cause  during  the  Term  of  this Agreement,
pursuant to this Section 4(a)(1), Executive (and Executive's eligible dependents
with respect to paragraph (D) below) shall be entitled to receive:

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

        (B)      if  such  termination   occurs  during  the  Original  Term,  a
                 termination  payment in an amount  equal to the  product of (x)
                 the  number of full and partial years remaining in the Original
                 Term,  and  (y) the sum of (i)  Executive's then  current  Base
                 Salary and  (ii) a bonus  payment  equal to 100% of the average
                 annual bonus paid to Executive for the two most recent calendar
                 years in which  he  received  a  bonus,  or  if  no  such bonus
                 payments were  made to Executive, a bonus payment  equal to 50%
                 of  his  then  current  Base  Salary  (the  sum  of the amounts
                 determined  by  adding clauses (i) and (ii) is in the aggregate
                 hereinafter  referred to as the "One-Year Pay Equivalent"), and
                 the product of (x) and (y) shall be payable  within thirty (30)
                 days of the effective date of termination;

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

        (D)      if  such  termination  occurs during the Original Term, (i) the
                 Company-paid  health  insurance  benefits  specified in Section
                 3(c)(1) above for a period of twelve (12)  months following the
                 effective date of  termination and  (ii) following such period,
                 Executive shall be entitled to all rights afforded to him under
                 the federal  Consolidated  Omnibus  Budget  Reconciliation  Act
                 ("COBRA") to purchase continuation coverage of health insurance
                 benefits for himself and his  dependents for the maximum period
                 permitted  by  law.   If such  termination  occurs  during  the
                 Extended  Term,  Executive  will  be  entitled  to  all  rights
                 afforded  to him under  COBRA to purchase continuation coverage
                 of health insurance benefits for himself and his dependents for
                 the maximum period permitted by law.
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     In the event that  Executive is terminated  without Cause  pursuant to this
Section  4(a)(1)  or  resigns  for Good  Reason  and  within 12 months  from the
effective date of such termination or resignation there is a "Change in Control"
of the Company (as defined  below),  then Executive shall be entitled to receive
the  benefits  set forth in Section  4(d) hereof to the extent and in the amount
that such benefits exceed the amounts paid or received by Executive  pursuant to
this Section 4(a)(1).

     (2)        With Cause.  The  Company  may  terminate  this  Agreement  with
"Cause"  immediately  upon w ritten  notice to Executive. In connection with the
termination of Executive's services pursuant to this Section  4(a)(2), Executive
(and  Executive's eligible dependents with respect to paragraph (C) below) shall
be entitled to:

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

        (B)     receive  the  vested  benefits  or amounts  pursuant to Sections
                3(c), 3(e)  and  3(f)  hereof  through  the  effective  date  of
                termination, payable as otherwise provided in such Sections; and

        (C)     exercise  all rights afforded to him  under  COBRA  to  purchase
                continuation  coverage  of health insurance benefits for himself
                and  his dependents for the maximum period permitted by law.

     (3)        "Cause" Defined.  For purposes of this Agreement,  "Cause" shall
mean  a  reasonable,  good  faith  finding  by a  majority of the Board (A) that
Executive  has  harmed  the  Company  through  an  act of dishonesty or material
conflict  of  interest  that  relates  to  the performance of Executive's duties
hereunder, (B) of Executive's conviction of a felony involving  moral turpitude,
fraud or embezzlement,  (C) that  Executive's  willful failure to perform in any
material  respect  his duties  under this Agreement (other than a failure due to
disability) that results in material harm to the Company,  after written  notice
specifying the failure and a reasonable opportunity of at least thirty (30) days
to cure (it being understood that if  Executive's failure to perform is not of a
type  requiring  a single  action to fully cure, then Executive may commence the
cure promptly after such written notice and thereafter diligently prosecute such
cure to  completion) or (D) of a material and willful breach by Executive of any
of his obligations hereunder and the  failure of  Executive  to cure such breach
within  thirty (30) days after  receipt by Executive of a written  notice of the
Company  specifying in reasonable  detail the nature of the breach.  The Company
intends that "Cause" must be based only on meaningful  and  significant  matters
and not on matters of minor importance. For purposes of this Section, an act, or
failure to act, on Executive's part shall be considered  "willful" only if done,
or omitted to be done,  by him not in good faith and without  reasonable  belief
that his action or omission was in the best interest of the Company.

     (4)        Disability.  If due to illness or physical or mental disability,
Executive  shall fail to perform the material  duties required by this Agreement
during any four (4) consecutive  months during the Term of this  Agreement,  the
Company may terminate this Agreement, subject to the notice provisions set forth

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in  Section  2  hereof.  In such  event,  Executive  (and  Executive's  eligible
dependents with respect to paragraph (D) below) shall receive:

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

                (B)     if, and only if, the Company has terminated or otherwise
        materially reduced Executive's long-term disability coverage that was in
        effect on the Effective Date of this Agreement, then Executive  shall be
        entitled to receive 1.5 times the One-Year Pay Equivalent;

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

                (D)     the benefits described in Section 4(a)(1)(D).

                  This  Section  4(a) (4) shall  not  limit  the  entitlement of
Executive, his estate or beneficiaries  to  any  disability  or  other  benefits
available  to Executive under any disability insurance or other benefits plan or
policy that is maintained by the Company for Executive's benefit.

        (b)      Termination by Executive for Any Reason.

                 (1)  Subject  to the notice requirements set forth in Section 2
hereof, Executive may terminate  this Agreement at any time with or without Good
Reason (as defined  herein),  and  after any required  notice is provided to the
Company Executive  shall  continue  to  perform  his duties under this Agreement
during the notice period if the Company so elects.  If Executive  terminates his
employment for Good Reason, the Company shall pay him the compensation and other
benefits  provided  above  in  Section 4(a)(1)  as  if  it  had  terminated  his
employment without Cause  after  providing  the  requisite  notice   pursuant to
Section 2 hereof.  In connection with the termination of this Agreement pursuant
to this Section 4(b)(1) other than for Good Reason,  Executive (and  Executive's
eligible  dependents  with  respect to paragraph (D) below) shall be entitled to
receive:

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

                (B)     any earned and unpaid bonus(es) otherwise payable to him
        in accordance with Section 3(b);

                (C)     any  vested  benefits  or  amounts  pursuant to Sections
        3(c), 3(e) and 3(f)  hereof  through  the effective date of termination,
        payable as otherwise provided in such Sections; and
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                (D)     all rights  afforded  to  him  under  COBRA  to purchase
        continuation  coverage  of health insurance benefits for himself and his
        dependents for the maximum period permitted by law.

                (E)     "Good Reason"  Defined.  For purposes of this Agreement,
        "Good Reason" shall mean (A) the  material  breach by the Company of any
        of  its  obligations   hereunder  (a  bona fide  dispute  regarding  the
        Performance  Bonus shall not be a material  breach by the  Company)  and
        the failure of the Company to cure such  breach  within thirty (30) days
        (reduced to ten (10) days for failure to pay Base Salary)  after receipt
        by  the  Company  of  a  written  notice  from  Executive  specifying in
        reasonable  detail the nature of the breach, unless such breach requires
        a longer period to cure, then the Company shall have  the  right to cure
        such breach within such  additional  period of time not  to exceed sixty
        (60) days; (B) Executive's title or scope of responsibilities and duties
        are materially diminished from the level provided in this  Agreement, or
        the Company fails to provide Executive with adequate  office  facilities
        and support services to perform such responsibilities and duties; or (C)
        the  Company  changes  Executive's  principal  place  of employment to a
        location more than 25 miles from the Company's principal  Baltimore City
        office as of the Effective Date.  Executive's delay in providing  notice
        of his termination for Good Reason shall not be deemed to be a waiver of
        any such Good  Reason  unless  and until Executive fails to provide such
        notice within  six  months  after the occurrence of the event triggering
        such Good Reason,  nor  does  the  failure to resign for one Good Reason
        prevent  any  later  Good  Reason resignation for a similar or different
        reason.

        (c)      Death. Notwithstanding any  other  provision of this Agreement,
this Agreement shall terminate on the date of Executive's  death. In this event,
Executive's estate shall be entitled to receive all accrued but  unpaid  amounts
of Executive's Base Salary, performance bonus and vacation  through  the date of
Executive's death, payable in accordance with the provisions  of  Sections  3(a)
and 3(d) above. In addition, Executive's eligible dependents  shall  be entitled
to receive the benefits  specified in  Section 4(a)(1)(D) above, to  the  extent
applicable to  dependents.  This Section 4(c) shall not limit the entitlement of
Executive  under  any  insurance  or  other  benefits  plan  or  polic y that is
maintained by Prime for Executive's benefit.

        (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;
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        (2)      a  termination  payment  in  an  amount  equal to 1.5 times the
One-Year  Pay  Equivalent, which amount shall be payable within thirty (30) days
of the effective date of termination;

        (3)      notwithstanding  any  other  terms  of  any  plan,  any  vested
benefits  or  amounts pursuant to Section 3(c), 3(e) and 3(f) 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.


     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)).


        (e)     "Change of Control" Defined.  For purposes of this Agreement,  a
"Change of  Control"  shall be  deemed  to  have occurred if (1) any "person" or
"group" (as such terms are used for purposes of Sections  13(d) and 14(d) of the
Securities  Exchange Act of 1934, as amended, regardless of whether applicable),
other  than  a trustee or other fiduciary  holding  securities under an employee
benefit  plan  of  Prime or  a  corporation  owned directly or indirectly by the
stockholders  of Prime in  substantially the same proportions as their ownership
of stock of Prime becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3
under said Act), directly or indirectly, of securities of Prime representing 50%
or  more  of  the  total  voting  power  represented by Prime's then outstanding
securities that vote generally  in  the  election  of  directors   (referred  to
herein  as  "Voting Securities"); (2)  during  any  period  of  two  consecutive
years, individuals who at the beginning of such period  constitute the Board and
any new directors  whose election  by  the Board or  nomination  for election by
Prime's  stockholders  was approved  by a vote of at least  two-thirds  (2/3) of
the directors then still in office  who  either were directors at the  beginning
of the  period or whose election or  nomination  for election was  previously so
approved,  cease for any reason to constitute  a  majority of the Board; (3) the
individuals who constitute the Board immediately before a proxy contest cease to
constitute at least a majority  of the Board  (excluding  any Board seat that is
vacant or otherwise unoccupied)  immediately  following the proxy contest; (4) a
merger  or consolidation  of Prime  with or into any  other  entity,  other than
a merger or consolidation   (i)  that  would  result  in  the  Voting Securities
of  Prime  outstanding immediately prior thereto continuing to represent (either
by remaining  outstanding  or by being converted into Voting  Securities  of the
surviving  entity) at least 50% of the total  voting  power  represented  by the
Voting  Securities of Prime or such  surviving  entity  outstanding  immediately
after such merger or  consolidation  or (ii) where more than 50% of the Board of
Directors  of the  surviving  entity is  composed  of members  from the Board of
Directors  of Prime,  with terms ending at least 11 months after the date of the
merger or  consolidation;  or (5) the  stockholders  of Prime  approve a plan of
complete  liquidation  of Prime or an agreement for the sale or  disposition  by
Prime of (in one transaction or a series of  transactions)  all or substantially
all of Prime's assets, and such transaction is substantially completed. However,

<PAGE>
in no event will a Change of Control be deemed to have occurred, with respect to
Executive,  if  Executive  is part of a purchasing  group that  consummates  the
Change  of  Control  transaction.  Executive  will be  deemed to be "part of the
purchasing  group" for  purposes of the  preceding  sentence if  Executive is an
equity  participant in the purchasing  company or group (except for: (i) passive
ownership of less than three percent of the stock of the purchasing  company; or
(ii) ownership of equity  participation in the purchasing company or group which
is otherwise not significant,  as determined prior to the Change of Control by a
majority of the non-employee continuing directors).

        (f)     The Company may make any payments due Executive under Sections 4
(d) and  6 before the completion of the Change of Control, if, in the reasonable
opinion  of the Chairman of the Board's Compensation Committee (the "Chairman"),
all conditions  for completion of the Change of Control are substantially likely
to be met. At that time,  the Chairman may release the payments or authorize the
option vesting,  subject  to  Executive's  agreement  to  promptly  return  such
payments and agree to rescission of the vesting if the Change  of  Control  does
not then occur.

        (g)     Purchase of Life Insurance.   Notwithstanding  anything  to  the
contrary contained herein, in  the event that the services of Executive with the
Company  terminate  for  any  reason  other than death, Executive shall have the
right to acquire any  life  insurance  policies maintained by the Company on the
life of Executive  by (i)  notifying  the Company in writing of his desire to so
purchase  such  life  insurance  policy  or  policies  and (ii) tendering to the
Company  a cashier's check in an amount equal to the interpolated surrender cash
value  of  such  life  insurance  policy  or policies together with any unearned
portion  of any current year premium thereof, both within sixty (60) days of the
effective date of such termination.

5. Covenants of Executive.

        (a)     No Conflicts. Executive represents and warrants  that  he is not
personally  subject  to  any  agreement,  order  or  decree  that  restricts his
acceptance  of  this  Agreement  and performance  of his duties with the Company
hereunder.

        (b)     Non-Disclosure.  Executive shall not disclose or use, except for
or on behalf of the "Group"  (consisting  of Prime and the Operating Partnership
and  any  of  their  direct and indirect subsidiaries),  any  Trade  Secret  (as
hereinafter defined)  of  the Group, whether such Trade Secret is in Executive's
memory  or  embodied  in  writing or  other  physical form. For purposes of this
Section 5(b), "Trade Secret" means  any  information  that  derives  independent
economic  value, actual or potential, with respect to the Company from not being
generally known to,  and  not  being  readily  ascertainable by proper means by,
other  persons  who  can obtain economic value from its disclosure or use and is
the  subject  of  efforts  to maintain its secrecy that are reasonable under the
circumstances,  including,  but  not  limited to, trade secrets, customer lists,
sales  records and other proprietary commercial information. Said term, however,
shall  not  include  general "know-how" information acquired by Executive during
the  course  of  his service.  Executive shall be subject to the restrictions of
this Section 5(b) indefinitely.

        (c)     Non-Solicitation.   During  the  period  of  the  later  of  (i)
Executive's  employment  under  this  Agreement, or (ii) throughout the Original
Term of this Agreement, but only if Executive resigns other than for Good Reason
<PAGE>
or  is  terminated  by  the  Company  with Cause, (the "Restrictive Period") and
within  the  United  States (the "Restrictive Geographic Area"), Executive shall
not  hire,  cause  to  be  hired,  or  induce  or attempt to induce any officer,
employee, agent, consultant,  independent  contractor, tenant or customer of the
Company  to  discontinue  such  affiliation  with the Company or to refrain from
entering  into  new business relationships with the Company. Notwithstanding the
foregoing,  if any officer, employee, agent, consultant, independent contractor,
tenant  or  customer  of  the  Company  is  contacted  by, or receives a general
communication  or  solicitation  directed  to the general public from, an entity
with  which  Executive  has become employed or otherwise affiliated, the parties
hereto agree that such contact or communication shall not violate this provision
unless  Executive  directly  or  indirectly initiated it. The time period during
which  the prohibitions set forth above apply shall be extended by the length of
time  during  which  it is judicially determined that Executive has violated any
such prohibition in any respect.

        (d)     Non-Competition. In return for the performance of the management
duties  described  in  Section 1  hereof,  Executive  agrees that (A) during the
Restrictive  Period  he  will  not  directly  or  indirectly,  in  any  capacity
whatsoever,  either on his own behalf or on behalf of any other person or entity
with  whom he may be employed or associated, perform or solicit services for any
of the following entities: The Mills Corporation; Tanger Factory Outlet Centers,
Inc.;  Chelsea GCA Realty, Inc.;  New Plan Excel Realty Trust, Inc.; and Charter
Oak Partners.

        (e)     Return of Documents. Upon termination  of  his services with the
Company,  Executive  shall  return  all  originals and copies of books, records,
documents, customer lists, sales materials, tapes, keys,  credit cards and other
tangible property of the Company within  Executive's  possession  or  under  his
control.  Executive shall have the right to retain copies  of  forms  and  other
documents used by the Company, redacted to remove the specific references to the
Company.

(f) Equitable Relief. In the event of any breach by Executive of any of the
covenants contained in this Section 5, it is specifically understood and agreed
that Company shall be entitled, in addition to any other remedy that it may
have, to seek equitable relief by way of injunction, an accounting or otherwise.

        (g)     Acknowledgment. Executive acknowledges that  he will be directly
and   materially  involved  as  a  senior  executive  in  important  policy  and
operational  decisions of Company. Executive further acknowledges that the scope
of the foregoing restrictions  has  been  specifically bargained between Company
and Executive, each being fully informed  of  all  relevant  facts. Accordingly,
Executive acknowledges that the foregoing  restrictions  of  this  Section 5 are
fair  and   reasonable,  are  necessary  to   protect  the  Company,  its  other
stockholders  and  the public from the unfair competition of Executive who, as a
result  of  his  performance of services on behalf of the Company, will have had
unlimited  access  to  the  most  confidential  and important information of the
Company,  its business and future plans. Executive furthermore acknowledges that
no  unreasonable  harm or injury will be suffered by him from enforcement of the
covenants contained  herein  and  that  he  will  be  able  to earn a reasonable
livelihood  following termination of his services notwithstanding enforcement of
the covenants contained herein.
<PAGE>
        (h)     Indemnification.  The  Company  shall,  to  the  maximum  extent
permitted by  law, and in addition to any such rights granted to or available to
Executive under the  Company's  Articles  and  By-Laws,  or  standing  or  other
resolutions, defend,  indemnify and hold harmless Executive from and against any
and all claims made  against  Executive  concerning  or relative to his service,
actions,  or omissions on behalf of the Company as an employee, officer or agent
of the Company. The Company shall, upon Executive's request, promptly advance or
pay any amounts  for costs, charges, or expenses (including, without limitation,
legal fees and expenses incurred by counsel retained by Executive) in respect of
his  right  to indemnification hereunder, subject to a later determination as to
Executive's  ultimate  right  to  receive  such payment.  Executive's  right  to
indemnification  shall survive until the expiration of any applicable statute of
limitations, without regard to the earlier termination of Executive's employment
hereunder or of the Term.

6. Golden Parachute Provision.

        (a)     Gross Up Payments.  Anything  in  this Agreement to the contrary
notwithstanding, in the event that any payment by or on behalf of the Company to
or for  the benefit of  Executive  (whether paid or payable  or  distributed  or
distributable  pursuant  to  the  terms  of  this  Agreement  or  otherwise, but
determined  without  regard to  any  additional  payments  required  under  this
Section) (the "Payments") is  determined  to  be  an  "excess parachute payment"
pursuant  to  Code  Section 280G or any successor or substitute provision of the
Code, with the effect that Executive is liable for the payment of the excise tax
described in  Code Section 4999  or any successor or substitute provision of the
Code, or any interest or  penalties  are  incurred  by Executive with respect to
such Payments (such excise tax, together with any  such  interest and penalties,
are  hereinafter  collectively  referred to as the "Excise Tax"), then Executive
shall   be  entitled  to  receive  an  additional  payment  from  the  Operating
Partnership  (the "Gross-Up Payment")  in  an  amount such that after payment by
Executive  of  all  taxes  imposed upon the Gross-Up Payment, including, without
limitation,  federal,  state,  local  or  other  income  taxes,  FICA taxes, and
additional  Excise  Tax  (and any interest and penalties imposed with respect to
such taxes),  Executive  retains  a portion of the Gross-Up Payment equal to the
Excise Tax imposed upon the Payments.

        (b)     Determination of Gross-Up.    Subject   to   the  provisions  of
paragraph (c) below,  all  determinations required to be made under this Section
6,  including whether  and when a Gross-Up Payment is required and the amount of
such Gross-Up Payment and the  assumptions  to  be  utilized in arriving at such
determination, shall  be  made  by the public accounting firm that serves as the
Company's  auditors  (the  "Accounting  Firm"),  which  shall  provide  detailed
supporting calculations  both  to  the  Company and Executive within 15 business
days of the receipt of notice from the Company or Executive that there have been
Payments, or such earlier time as is requested by the Company. In the event that
the Accounting  Firm  is  serving  as  accountant or auditor for the individual,
entity  or  group  effecting  the  Change  of Control, Executive shall designate
another  nationally  recognized  accounting  firm  to  make  the  determinations
required  hereunder  (which  accounting  firm  shall  then be referred to as the
Accounting  Firm hereunder).  All fees and expenses of the Accounting Firm shall
be borne solely by the Company.  Any Gross-Up Payment, as determined pursuant to
this Section 6, shall be paid by the Company to Executive within five days after
the receipt by the Company and Executive of the Accounting firm's determination.
If the Accounting Firm determines that no Excise Tax is payable by Executive, it

<PAGE>
shall furnish Executive with a written opinion that failure to report the Excise
Tax  on Executive's applicable federal income tax return would not result in the
imposition  of  a  negligence  or  similar  penalty.  Any  determination  by the
Accounting  Firm  shall  be  binding  upon  the Company and Executive, except as
provided in paragraph (c) below.

        (c)     IRS Claims. As a result of the uncertainty in the application of
Section 4999  of  the  Code  at  the  time  of  the initial determination by the
Accounting Firm hereunder, it is possible that  the  Internal Revenue Service or
other agency will claim that a greater  Excise  Tax  is  due, and thus a greater
amount of Gross-Up Payment should  have  been  made  by  the  Company  than that
determined  pursuant  to  paragraph (a) above (an "Underpayment").  In the event
that  Executive  is  required  to  make  a  payment  of any such Excise Tax, the
Accounting  Firm  shall  determine the amount of the additional Gross-Up Payment
due to Executive based on the Underpayment, and such additional Gross-Up Payment
shall  be  promptly  paid  by  the  Company  to or for the benefit of Executive.
Executive  shall  notify  the  Company  in  writing of any claim by the Internal
Revenue  Service or  other agency that, if successful, would require the payment
by the Company of the Gross-Up Payment or an Underpayment.

7.      Transfer  of Equity Interest to Employer Upon Termination of Employment.
As of the Date  of  Termination  and in consideration for the payment of $100.00
cash, Executive agrees to execute  and  deliver to Prime or its designee any and
all certificates  for shares  of  capital  stock  (with appropriate stock powers
attached and properly signed) of Prime's subsidiaries and affiliates (other than
the  Operating  Partnership),  including,  but   not  limited  to  Prime  Retail
E-Commerce, Inc.,  Prime Retail Stores, Inc.,  and  Prime Retail Furniture, Inc.
(all  of  which  are Maryland corporations) (the "Subsidiary Shares"). Executive
further  agrees  to  execute  and  deliver  such  other  documentation  as Prime
reasonably  requests to effect the assignment of the Subsidiary Shares.  For the
avoidance of doubt,  nothing  contained  in  this  Section 7  will  be deemed to
require  Executive to transfer or carry any of his equity interests in Prime or
the Operating Partnership.

8.      Prior  Agreement.  This  Agreement  supersedes and is in lieu of any and
all other employment or service arrangements between Executive, on the one hand,
and  Prime  and/or  the   Operating  Partnership  or  its  predecessors  or  any
subsidiaries, on the other  hand,  and  any  and all such  employment or service
agreements and arrangements are hereby terminated and deemed of no further force
or effect.

9.      Assignment.   Neither  this  Agreement  nor  any  rights  or  duties  of
Executive  hereunder  shall  be  assignable  by Executive and any such purported
assignment  by  him shall be void.  Prime may assign  all  or  any  of its right
hereunder  provided  that  substantially  all  of  the assets of the Company are
also  transferred  to  the  same party;  provided,  however,  that Prime and the
Operating Partnership, jointly  and severally shall remain  primarily  liable to
Executive to fulfill all of the Company's  obligations  under this Agreement and
that any such assignee also agrees to be primarily liable to  Executive  jointly
and severally with the Company to fulfill all of the Company's obligations under
this  Agreement as provided in Section 10 below.

10.     Successors.   This  Agreement  shall  inure  to  the  benefit  of and be
enforceable  by  Executive's  personal  and  legal  representatives,  executors,
administrators, successors,  heirs,  distributees,  devisees  and  legatees  and
the Company's successors and assigns.  If Executive should die while any amounts
<PAGE>
are still payable to Executive  hereunder,  all such amounts,  unless  otherwise
provided herein,  shall be paid in accordance with  the terms  of this Agreement
to  Executive's  devisee,  legatee  or  other  designee  or, if there be no such
designee,  to  Executive's  estate.  The  Company  will require any successor or
assign  (whether  direct or  indirect,  by  purchase,  merger,  consolidation or
otherwise)  to  all  or  substantially  all  the  business  and/or assets of the
Company, as  the case may be, by  agreement  in form  and  substance  reasonably
satisfactory  to Executive, expressly, absolutely and  unconditionally to assume
and agree  to perform  this Agreement in the same manner and to the same  extent
that  the  Company  would  be required  to  perform  it if no such succession or
assignment had taken place.  Any failure of the Company to obtain such agreement
prior  to  the  effectiveness  of  any  such succession or assignment shall be a
material breach of this Agreement.

        11.     Notices. Any notice required or permitted to be given under this
Agreement shall  be  sufficient if in writing and if delivered in person or sent
by any national overnight delivery service or by certified mail to the following
addresses (or to any other address that any party may designate by notice to the
other parties hereto):

        (a)       if to Executive, to:

                  Frederick J. Meno IV
                  30 Sparks Farm Road
                  Sparks, Maryland 21152

        (b)       if to Prime or to the Operating Partnership, to:

                  Prime Retail, Inc.
                  Attn:  Board of Directors
                  100 East Pratt Street
                  19th Floor
                  Baltimore, Maryland 21202

                  with a copy to (which shall not constitute notice):

                  Winston & Strawn
                  Attn:  Steven J. Gavin
                  35 West Wacker Drive
                  Chicago, Illinois 60601

12.     Amendment. This Agreement may not be changed, modified or amended except
in writing signed by all of the parties hereto.

13.     Waiver of Breach.  The waiver by any of the parties hereto of the breach
of any provision of this Agreement shall not operate or be construed as a waiver
of any subsequent breach by any part.

14.     Severability.   The  Company  and  Executive  each  expressly  agree and
contract that it is not the intention of any of the parties  hereto  to  violate
any public policy, statutory or common law, and that if any sentence, paragraph,
clause or combination of the same of this agreement  is  in violation of the law
<PAGE>
of any state where applicable,  such sentence,  paragraph, clause or combination
of the same shall be  void  in  the  jurisdictions where it is unlawful, and the
remainder of such paragraph and this  Agreement  shall  remain  binding  on  the
parties to make the covenants of this Agreement binding  only to the extent that
it may be lawfully done under existing applicable laws.  In  the  event that any
part  of  any  covenant of this  Agreement is determined by a court of competent
jurisdiction to be overly broad  thereby  making the covenant unenforceable, the
parties hereto agree, and it is  their desire that such court shall substitute a
judicially  enforceable  limitation  in  its place,  and that as so modified the
covenant shall be binding upon the parties as if originally set forth herein.

15.     Opportunity to Employ Counsel.  Executive acknowledges receipt of a copy
of this Agreement prior to his execution  of this Agreement with the Company and
also acknowledges that he has had ample time  and  opportunity to employ counsel
of  his  choice  to  provide  advice concerning the terms and conditions of this
Agreement.

16.     Legal Fees.  If any dispute or disagreement arising hereunder or related
hereto shall result in legal action between the Company and Executive, Executive
shall be entitled,  within 30  days after incurring such fees and disbursements,
to recover from the  Company  any  reasonable  expenses  for attorney's fees and
disbursements  incurred  by  him  in  connection  with  Executive's  good  faith
maintenance  or  defense of such action, on an after-tax basis, unless Executive
does not prevail in such action.

17.     No Mitigation.   The  Company  waives,  releases   and   remises (x) any
obligation or duty under applicable law or otherwise on the part of Executive to
seek  or  obtain  other  engagements or  employment or to otherwise mitigate any
payments or damages to which Executive may  be  entitled  to  by  reason  of any
operation or termination of this Agreement; and (y) any right in or claim to any
remuneration  or  compensation received by Executive pursuant to any engagements
or employment subsequent to the termination of this Agreement.

18.     Governing Law.   This  Agreement  shall  be governed by,  and construed,
interpreted  and  enforced in accordance with the laws of the State of Maryland,
exclusive of the conflict of laws provisions of the State of Maryland.

19.     Binding Effect.  This Agreement shall be binding and legally enforceable
against the parties hereto and their respective heirs, personal representatives,
successors and assigns, as the case may be.

                            (signature page follows)
<PAGE>
         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first written above.



EXECUTIVE:



-----------------------
     Frederick J. Meno IV


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

By:      ______________________            By:      Prime Retail, Inc.
Name:    ______________________            Its:     Sole General Partner
Title:   ______________________
                                                    By:      ___________________
                                                    Name:    ___________________
                                                    Title:   ___________________
<PAGE>


                                    Exhibit A
                               Dispute Resolution

Mediation                  If  either  party has a dispute or claim  relating to
                           this  Agreement  or  their relationship and except as
                           set  forth  in  Alternatives,  the parties must first
                           seek to mediate the same before an impartial mediator
                           the  parties mutually  designate,  at  the  Company's
                           expense  (other  than  their  respective   attorneys'
                           fees).   Subject  to  the  mediator's  schedule,  the
                           mediation must occur within 45 days of either party's
                           written    demand.      However,  in  an  appropriate
                           circumstance, a party may seek  emergency   equitable
                           relief  from  a  court  of   competent   jurisdiction
                           notwithstanding this obligation to mediate.

Binding                    If the  mediation  reaches no solution or the parties
Arbitration                agree to forego  mediation, the parties will promptly
                           submit their disputes  to binding  arbitration before
                           one or more arbitrators  (collectively or singly, the
                           "Arbitrator") the  parties  agree to select (or whom,
                           absent agreement,  a  court of competent jurisdiction
                           selects). The arbitration  must follow applicable law
                           related   to   arbitration   proceedings  and,  where
                           appropriate,  the  Employment  Dispute  Rules  of the
                           American Arbitration Association.

Arbitration                All  statutes  of  limitations  and  substantive laws
Principles                 applicable to a court proceeding  will  apply to this
                           proceeding.   The Arbitrator  will have  the power to
                           grant  relief in  equity  as well as at law, to issue
                           subpoenas  duces  tecum,  to  question witnesses,  to
                           consider   affidavits   (provided  there  is  a  fair
                           opportunity  to  rebut  the  affidavits),  to require
                           briefs   and   written   summaries  of  the  material
                           evidence,  and to relax  the  rules of  evidence  and
                           procedure,   provided  that  the  Arbitrator must not
                           admit  evidence  it does not consider  reliable.  The
                           parties  agree (and the  Arbitrator  must agree) that
                           all  proceedings and decisions of the Arbitrator will
                           be  maintained  in  confidence, to the extent legally
                           permissible,  and not be made  public by any party or
                           the Arbitrator  without the prior written  consent of
                           all parties to the arbitration, except as the law may
                           otherwise require.

Discovery;                 The parties have selected arbitration to expedite the
Evidence;                  resolution  of  disputes  and to reduce the costs and
Presumptions               burdens associated with litigation.  The  agree  that
                           the   Arbitrator  should  take  these  concerns  into
                           account   when   determining   whether  to  authorize
                           discovery  and,  if so,  the   scope  of  permissible
                           discovery   and   other   hearing   and   pre-hearing
                           procedures.   The  Arbitrator  may  permit reasonable
                           discovery rights in preparation for  the arbitration,
                           provided that it should accelerate the  scheduling of
                           and   responses  to  such  discovery  so  as  not  to
                           unreasonably  delay the arbitration. Exhibits must be
                           marked and left with  the  Arbitrator  until  it  has
                           rendered a decision.   Either  party  may  elect,  at
                           its  expense,  to record the proceedings by audiotape
                           or  stenographic  recorder  (but not by video).   The
                           Arbitrator may  conclude  that  the applicable law of
                           any foreign  jurisdiction  would be identical to that

<PAGE>
                           of  Maryland  on  the  pertinent  issue(s),  absent a
                           party's   providing   the  Arbitrator  with  relevant
                           authorities (and copying the opposing party) at least
                           five business days before the arbitration hearing.

Nature of Award            The Arbitrator  must  render its award, to the extent
                           feasible,   within  30  days  after  the close of the
                           hearing.   The  award   must  set forth the  material
                           findings  of fact and  legal  conclusions  supporting
                           the award.  The  parties agree that it will be final,
                           binding,  and enforceable  by any  court of competent
                           jurisdiction.   Where  necessary or   appropriate  to
                           effectuate   relief,    the   Arbitrator   may  issue
                           equitable  orders  as  part  of  or  ancillary to the
                           award.    The   Arbitrator   may  award   reasonable
                           attorneys' fees to the prevailing party to the extent
                           a court could have made such an award.

Appeal                     The  parties  may  appeal  the  award  based  on  the
                           grounds  allowed  by  statute,  as  well  as upon the
                           ground  that  the  award  misapplies  the  law to the
                           facts, provided that such  appeal is filed within the
                           applicable   time  limits  law  allows.  If the award
                           is  appealed,  the  court  may  consider  the ruling,
                           evidence  submitted  during the arbitration,  briefs,
                           and arguments but must not try the case de novo.  The
                           parties  will  bear  the  costs  and fees  associated
                           with  the  appeal in  accordance with the arbitration
                           award or, in  the  event of a successful  appeal,  in
                           accordance with the court's final judgment.

Alternatives               This Dispute Resolution provision does not preclude a
                           party from seeking  equitable relief from a court (i)
                           to  prevent  imminent  or  irreparable injury or (ii)
                           pending  arbitration,  to preserve the last peaceable
                           status quo,  nor  does  it  preclude the parties from
                           agreeing  to  a  less  expensive  and faster means of
                           dispute resolution.