Execution Copy

                               SECOND 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"), as amended by
the first Amendment thereto,  effective June 6, 2002, is further amended by this
Second Amendment, effective August 12, 2002, 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
                December 31, 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."

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        2.      Subpart (B) of Section 4(a)(1) is hereby deleted in its entirety
and replaced with the following:

                (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 (which term shall  exclude awards received pursuant
                to the Prime Retail, Inc. 2002 Long-Term Incentive Plan) 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;

        3.      The following  subpart (E) is hereby added to Section 4(a)(1) of
the Agreement:

                (E)     all  vested  but  undistributed  awards  under the Prime
                Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive
                in accordance with the provisions of that plan.

        4.      The following subpart (D) is hereby added to Section 4(a)(2) of
the Agreement:

                (D)     receive  all  vested  but undistributed awards under the
                Prime Retail, Inc. 2002  Long-Term  Incentive  Plan,  payable to
                Executive in accordance with the provisions of that plan.

        5.      The following subpart (E) is  added  to  Section  4(a)(4) of the
Agreement:

                (E)     all  vested  but  undistributed  awards  under the Prime
                Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive
                in accordance with the provisions of that plan.

        6.      Subpart (B) of Section 4(b)(1) is hereby deleted in its entirety
and replaced with the following:

                (B)     any earned and unpaid bonus(es) otherwise payable to him
                in   accordance   with   Section  3(b),   and   all  vested  but
                undistributed   awards   under   the   Prime   Retail, Inc. 2002
                Long-Term Incentive Plan,  payable to  Executive  in  accordance
                with the provisions of that plan;

        7.      The  following  sentence  is  hereby added at the end of Section
4(c), "Death":

                In addition, the Executive's estate shall be entitled to receive
                all vested but undistributed awards under the Prime Retail, Inc.
                2002  Long-Term   Incentive  Plan,  payable  to  the  estate  in
                accordance with the provisions of that plan.

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        8.      Subpart (2) of Section 4(d),  "Termination Following a Change of
Control," 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;
                provided, however,  that if Executive  has received  a milestone
                bonus under the Prime Retail, Inc. 2002 Long-Term Incentive Plan
                the vesting of  which was accelerated pursuant to Section 5.3(a)
                (iv) thereof but the amount of which was not reduced pursuant to
                the last sentence of Section 5.4 thereof (the "Change of Control
                Accelerated Award"),  the  termination payment described in this
                subpart (2) shall be  reduced by  the amount that such Change of
                Control Accelerated  Award would  have  been reduced pursuant to
                the last  sentence of Section 5.4 of the Prime Retail, Inc. 2002
                Long-Term  Incentive  Plan  had the termination payment been due
                and  owing  under  this  Section 4(d)  at the time the Change of
                Control Accelerated Award was distributed to Executive;

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

EXECUTIVE:

/s/ R. Kelvin Antill
------------------------------
         R. Kelvin Antill


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

By:     /s/ Glenn D. Reschke                  By:     Prime Retail, Inc.
        --------------------
Name:   GLENN D. RESCHKE                      Its:    Sole General Partner
Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER    By:     /s/ Glenn D. Reschke
                                                      --------------------
                                              Name:   GLENN D. RESCHKE
                                              Title:  PRESIDENT, CHIEF EXECUTIVE
                                                      OFFICER