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                                                                 EXHIBIT 10.22

                               BONUS AGREEMENT




        THIS BONUS AGREEMENT (this "Agreement") is made as of October 10, 1996
by and among HORIZON GROUP, INC. (the "Corporation"), HORIZON/GLEN OUTLET
CENTERS LIMITED PARTNERSHIP (the "Operating Partnership") (the Corporation and
the Operating Partnership collectively referred to herein as the "Company"),
and Richard A. Phillips (the "Employee").


                            W I T N E S S E T H :

        WHEREAS, the Employee has been employed as Vice President, Controller
of the Corporation;

        WHEREAS, the Company has determined to employ the Employee, and the
Employee wishes to accept such employment; and the Company and the Employee
wish to provide herein the terms of Employee's employment;

        WHEREAS, the Corporation is the general partner in the Operating
Partnership;

        WHEREAS, the Company presently owns and operates a retail center and
manufacturer outlet shopping centers throughout the United States;

        WHEREAS, the Company owns or has options to acquire sites for and
currently plans to develop several new centers and expansions of existing and
new centers;

        WHEREAS, the Company intends to pursue an aggressive development
strategy in order to take advantage of growth opportunities in the industry by
opening new manufacturer outlet centers in markets throughout the United
States; and

        WHEREAS, the economics of the manufacturer outlet center industry are
such that the establishment by the Employee of an outlet center would
significantly impede the Company from opening a center within the same
geographic region serviced by the Employee's center;

        NOW, THEREFORE, IT IS AGREED THAT:

        Should the Employee  remain with the Company until March 31, 1997, or
be terminated by the Company for other than cause, The Company will pay the
Employee a bonus of Thirty Thousand Dollars ($30,000) not later than thirty
days after the completion of that  term or the effective date of the
termination, respectively.


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        Termination for Cause.  The Corporation may terminate the employment of
the Employee hereunder if the Employee during the Term (i) commits an act of
fraud with respect to the Company, (ii) is convicted of a felony, (iii)
continually fails to substantially perform his duties under Paragraph 3 hereof
(other than any such failure resulting from a material breach of the
obligations of the Company under Paragraph 3 hereof or the disability of the
Employee or any such failure occurring after any of the events constituting
"Good Reason" hereunder has occurred) for a period of sixty (60) days after
receipt by the Employee of a written demand for substantial performance has
been delivered by the President of the Corporation or the Executive Committee
of the Board of Directors to the Employee, which written demand specifically
identifies in reasonable detail the manner in which the Company believes that
the Employee has not substantially performed his duties hereunder, (iv) if the
Corporation and its legal counsel have corroborated evidence and believe, in
its (and its legal counsels) reasonable judgment, that the employee has engaged
in one or more acts of gross sexual harassment, or a second occurance of a
lesser sexual harassment following written notice of a prior sexual harassment
incident, or (v) the material breach by the Employee of any of his obligations
under Paragraphs 9 or 10 hereof and the failure of the Employee to correct such
breach within sixty (60) days after the receipt by the Employee of a written
notice from the President of the Corporation or the Executive Committee thereof
specifying in reasonable detail the nature of such breach.  Termination
pursuant to this Paragraph 7(a) shall be herein referred to as a "Termination
for Cause."  Upon a Termination for Cause, the Company shall have no further
obligation to pay the Employee's Base Salary or to provide any other employee
benefits hereunder except for any Base Salary or other benefits that have fully
accrued and vested but not been paid as of the effective date of such
termination.

        Termination Without Cause.  At any time during the Term, the President
of the Corporation or the Executive Committee thereof may terminate the
employment of the Employee hereunder without cause.  Such termination shall be
effective by providing the Employee with a written notice of termination.
Termination pursuant to this Paragraph shall be herein referred to as
"Termination Without Cause."  If the President of the Corporation or the
Executive Committee thereof terminates the Employee's employment under this
Paragraph, the Company's obligations hereunder shall be to pay the Employee the
Thirty Thousand Dollar ($30,000) Bonus and other benefits that have fully
accrued and vested but not been paid as of the effective date of such
termination



        The Company shall pay all reasonable expenses (including attorneys'
fees) incurred by the Employee in successfully enforcing any provisions of this
Agreement or successfully prosecuting a claim for breach thereof, provided the
Employee is the prevailing party.  The Employee shall pay all reasonable
expenses (including attorneys' fees) incurred by the Company in successfully
enforcing any provisions of this Agreement or successfully prosecuting a claim
for breach thereof, provided the Company is the prevailing party.

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        This Agreement shall be non assignable, other than an assignment by the
Company in connection with a sale of all or substantially all the assets of the
Company.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


                                        HORIZON GROUP, INC.


                                        By:        /s/ Jeffrey A. Kerr
                                           -------------------------------
                                        Name: Jeffery A. Kerr
                                        Title: Chairman, President and Chief
                                               Executive Officer



                                        HORIZON/GLEN OUTLET CENTERS
                                        LIMITED PARTNERSHIP,
                                        By: HORIZON GROUP, INC., its General
                                            Partner


                                        By:        /s/ Jeffrey A. Kerr
                                           -------------------------------
                                        Name: Jeffery A. Kerr
                                        Title: Chairman, President and Chief
                                               Executive Officer



                                        /s/ Richard A. Phillips
                                        -------------------------------------
                                        RICHARD A. PHILLIPS


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