Ex-10.48

                              Employment Agreement


     THIS EMPLOYMENT AGREEMENT (the "Agreement"), effective as of March 21, 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 R. Kelvin  Antill,  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 application of
Executive's  particular  and unique  skill,  experience,  and  background to the
management  and  operation  of the  Company as its  Executive  Vice  President -
General Counsel and Secretary;

     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 Executive Vice President - General Counsel and Secretary on the terms and
conditions  provided in this  Agreement.  Executive shall serve as the Executive
Vice President - General Counsel and Secretary 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 President and 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.
Notwithstanding  the  foregoing,  the parties  acknowledge  that the Company may
alter the reporting  relationship of Executive so that he thereafter  reports to
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.
<PAGE>
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 through June 30, 2003 ("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 for any reason other than Good
Reason,  in which case Executive  shall comply with the notice  requirements  of
Section 4(b)(1)(E)  hereof. 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.  During  the  Term  of  this  Agreement,  the  Operating
Partnership  agrees to pay to Executive a base salary in an aggregate  amount of
$210,000 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.
<PAGE>
     (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 during 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,  and, in all events,  on or before March 31 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  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.
<PAGE>
     (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 five (5)
weeks of paid  vacation  leave  during each twelve  (12) month  calendar  period
(considered  to be  granted  for  each  half-year  as of the  first  day of that
half-year)  and paid  holidays  in  accordance  with the  Company's  established
policies.  Executive may accrue unused vacation time if not used in any calendar
year or years,  however,  the maximum  cumulative  amount of vacation  time that
Executive  may accrue and carry over to the next year is 240 hours.  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.  In
addition,  the Company agrees to pay, or reimburse Executive for, any legal fees
and costs he incurs in  connection  with the  negotiation  and execution of this
Agreement,  up to a maximum of $10,000,  and for any  reasonable  legal fees and
costs he incurs in connection  with the  negotiation  and execution of renewals,
extensions and amendments of this Agreement.

     (f) Life Insurance.  The Company shall provide $2,000,000 of life insurance
coverage for the benefit of Executive during the Term of this Agreement.

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:
<PAGE>
(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.

     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 written 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;
<PAGE>
(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
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
<PAGE>
(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

(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.
<PAGE>
     (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  policy  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;

     (2) a  termination  payment  in an amount  equal to the  product of (x) the
number of full and partial years remaining in the Original Term (or, if greater,
2 years) and (y) 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.
<PAGE>

     (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,
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.
<PAGE>
     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  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.
Executive  agrees and  acknowledges  that  during the  Restrictive  Period he is
prohibited from providing  accounting or other financial  services to any of the
named entities in this Section 5(d);  however,  Executive is not prohibited from
joining or otherwise  associating with an accounting or consulting firm in which
other professionals provide such services to any of the named entities.
<PAGE>
     (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.

     (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, director 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.
<PAGE>
     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
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.
<PAGE>
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 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):
<PAGE>
(a)      if to Executive, to:

                  R. Kelvin Antill
                  23 Murray Hill Circle
                  Baltimore, Maryland 21212

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

                  David C. Dembert, Esq.
                  Suite 1910
                  One South Street
                  Baltimore, Maryland  21202

(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 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.
<PAGE>
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:

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


PRIME RETAIL, INC.,                              PRIME RETAIL, L.P.,
a Maryland corporation                           a Delaware 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 and Chief
                                                         Executive Officer
<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  parties
                           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
                           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.