Ex-10.50

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     The EMPLOYMENT  AGREEMENT (the "Agreement"),  dated as of June 11, 2000, 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  Robert  Brvenik  (the  "Executive"),  is hereby
amended by this Amendment, effective April 2, 2001, in the following respects:

     1. Section 3(b) of the Agreement is hereby amended as follows:

     (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% or more 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 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.
<PAGE>

     2.     Section 4(d) of the Agreement is hereby amended as follows:

     (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) any  vested  benefits  or amounts  pursuant to Section 3(c),
                3(e),  3(f)  and  3(g)  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.

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

<PAGE>
EXECUTIVE:

/s/ Robert Brvenik
------------------------
    Robert Brvenik

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             By:  /s/ Glenn D. Reschke
        Officer                                      ---------------------------
                                                Name:  Glenn D. Reschke
                                                Title: President and Chief
                                                       Executive Officer