EXHIBIT 10.35


                        AMENDMENT TO EMPLOYMENT AGREEMENT


         THIS AMENDMENT TO EMPLOYMENT AGREEMENT is made as of the 29th day of
August, 2000, by and between Horizon Group Properties, Inc, a Maryland
corporation ("Employer"), and David R. Tinkham, an individual domiciled in the
State of Illinois ("Executive").

         Employer and Executive previously entered into an Employment Agreement
dated as of June 15, 1998 (the "Employment Agreement") providing for the
employment of Executive by Employer for a term expiring June 15, 2001.

         By resolution adopted by Employer's Board of Directors at its meeting
held August 29, 2000, Employer determined to amend certain sections of the
Employment Agreement.

         NOW, THEREFORE, in consideration of the foregoing and the continued
service by Executive for Employer, Employer and Executive hereby amend the
Employment Agreement as follows:

1.  The first two sentences of Section 4(a)(i) are replaced in their entirety by
    the following:

         Employer may terminate this Agreement and Executive's employment
         pursuant to Section 2 or at any time for any reason or for no reason at
         all upon 30 days' prior written notice to Executive. In connection with
         the termination of Executive's services pursuant to either Section 2 or
         this Section 4(a)(i), Executive shall be entitled to receive (A) all
         accrued but unpaid amounts of the Base Salary through the effective
         date of termination, payable in accordance with the provisions of
         Section 3(a); (B) a pro rata portion of any Performance Bonus otherwise
         payable to Executive for the calendar year in which such termination
         occurs up to the effective date of such termination and, to the extent
         not previously paid, any Performance Bonus for any calendar years prior
         to the calendar year in which such termination occurs; (C) a
         termination distribution in an amount equal to the amount of the Base
         Salary then applicable (the "Normal Termination Distribution"), payable
         within 30 days of the effective date of termination; and (D) any vested
         benefits or amounts pursuant to Sections 3(c), 3(d), 3(e) and 3(f)
         through the effective date of termination, payable in accordance with
         the provisions of any such plan(s).

2.  The first sentence of Section 4(d)(iii) is replaced in its entirety by the
    following:

         a termination distribution in an amount equal to the sum of (A) 1.5
         times Executive's then Base Salary and (B) Executive's last annualized
         Performance Bonus (if the termination takes place prior to receipt by
         Executive of any Performance Bonus, the Performance Bonus shall; be
         deemed to be 50% of Executive's then Base Salary), payable within 30
         days of the effective date of termination; and



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3.  As amended hereby, the Employment Agreement remains in full force and
    effect.

         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.

Horizon Group Properties, Inc.

By:                                            By:


/s/ Gary J. Skoien                             /s/ David R. Tinkham
---------------------------------------        --------------------------------
Gary J. Skoien, CEO and President              David R. Tinkham


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