DEFEASANCE PROMISSORY NOTE


Date of Note: December 6, 2002
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Note Amount:  $74,848,811.77
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                                    RECITALS

     WHEREAS, as of October 31, 1996, Maker (as hereinafter  defined),  together
with  certain  other  borrower  parties  executed  and  delivered  that  certain
Promissory  Note in the  original,  principal  amount  of  $391,500,000.00  (the
"Original  Note") to Nomura Asset Capital  Corporation,  a Delaware  corporation
("Original Lender");

     WHEREAS,  Payee (as hereinafter defined) is the current owner and holder of
the  Original  Note  pursuant  to an allonge to the  Original  Note  executed by
Original Lender in favor of Payee;

     WHEREAS,   the  Original  Note  is  secured  by  certain  Deeds  of  Trust,
Assignments  of Rents,  Security  Agreements,  and  Fixture  Filings and certain
Mortgages,  Assignments  of Rents,  Security  Agreements,  and  Fixture  Filings
executed and delivered by Maker and the current obligors under the Original Note
(the  "Other   Borrower   Parties")  to  Original  Lender   (collectively,   the
"Mortgages");

     WHEREAS,  concurrently herewith, Maker is selling certain real property and
improvements encumbered by two of the Mortgages and Maker is defeasing a portion
of the indebtedness evidenced by the Original Note (the "Partial Defeasance");

     WHEREAS, in connection with the Partial  Defeasance,  Payee, Maker, and the
Other Borrower  Parties have agreed to sever the Original Note into two separate
notes,  the first being an Amended  and  Restated  Promissory  Note of even date
herewith in the original  principal amount of  $264,090,845.98,  executed by the
Other Borrower  Parties and secured by the Mortgages,  and the second being this
Defeasance  Promissory  Note (this  "Note"),  executed  by the  undersigned  and
secured by certain securities; and

     WHEREAS,  the  undersigned  intend these  recitals to be a material part of
this Note.

     FOR VALUE  RECEIVED,  the  undersigned  having an address c/o Prime Retail,
L.P., 100 East Pratt Street,  Nineteenth  Floor,  Baltimore,  Maryland 21202, as
maker  (hereinafter  referred to as "Maker"),  jointly and severally,  do hereby
covenant and promise to pay, in  immediately  available  funds,  to the order of
LaSalle Bank National  Association  (f/k/a LaSalle  National  Bank),  as Trustee
under that certain Pooling and Servicing Agreement dated as of December 17, 1996
for  Certificateholders  of  the  Asset  Securitization  Corporation  Commercial
Mortgage Pass-Through  Certificates,  Series 1996-MD VI (hereinafter referred to
as "Payee"), at Payee's address c/o CapMark Services,  L.P., as Master Servicer,
245 Peachtree  Center Avenue,  Suite 1800,  Atlanta,  Georgia,  30303 or at such
other place as Payee may from time to time  designate in writing,  the principal
sum of Seventy Four Million Eight  Hundred  Forty-Eight  Thousand  Eight Hundred
Eleven and 77/l00 Dollars ($74,848,811.77) or so much thereof as may be advanced
(the "Loan  Amount") and all other amounts due or becoming due  hereunder,  with
interest  thereon  from the date  hereof at the  Interest  Rate (as  hereinafter
defined),  to be paid in lawful money of the United States of America, as herein
provided.

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     Interest,  as calculated herein,  shall be computed for any Payment Date on
the basis of a 360 day year for the actual  number of days elapsed on so much of
the Principal  Amount as is  outstanding  as of the day  preceding  such Payment
Date.

     SECTION 1. DEFINITIONS

     As used  herein,  the  following  terms  shall  have  the  meanings  herein
specified  unless the context  otherwise  requires.  Defined  terms in this Note
shall  include in the  singular  number the plural and in the plural  number the
singular.  All  capitalized  terms not otherwise  defined  herein shall have the
meanings ascribed to them in the Mortgages.

     "Business  Day"  shall  have the  meaning  given  such term on the  Account
Agreement (as defined below).

     "Default  Rate" shall mean the lesser of (a) the highest rate  allowable by
law and (b) three percent above the Interest Rate.

     "Defeasance  Documents"  shall have the meaning ascribed to them in Section
3.01 hereof.

     "Due Date" shall have the meaning set forth in Section 2.01(c) hereof.

     "Interest Accrual Period" shall mean each one (1) month period, which shall
begin on the  eleventh  (11th) day of each  calendar  month and run  through and
include the tenth (10th) day of the following calendar month; provided, however,
no Interest Accrual Period shall extend beyond the Maturity Date.

     "Interest Rate" shall mean a rate per annum equal to 7.782%.

     "Late  Charges"  shall mean four  percent  (4%) of any  delinquent  payment
hereunder.

     "Legal   Requirement"  shall  mean  as  to  any  Person,  the  articles  of
incorporation, the certificate of incorporation, by-laws, certificate of limited
partnership, agreement of limited partnership, agreement of partnership or other
organization or governing documents of such Person, and any law, statute, order,
ordinance,  judgment, decree, injunction, treaty, rule or regulation (including,
without   limitation,   Environmental   Statutes,   Development   Laws  and  Use
Requirements) or determination of an arbitrator or a court or other Governmental
Authority,  in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.

     "Maturity  Date" shall have the meaning set forth in Section  2.01  (a)(ii)
hereof.

     "Maximum Amount" shall have the meaning set forth in Section 4.07 hereof.

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     "Monthly  Payment  Amount"  shall  have the  meaning  set forth in  Section
2.01(a)(i) hereof.

     "Payment" shall have the meaning set forth in Section 2.02(a) of this Note.

     "Payment Date" shall mean, with respect to each month,  the eleventh (11th)
calendar  day in such  month,  or if such day is not a  Business  Day,  the next
following Business Day.

     "Principal Amount" shall mean the original,  principal amount of this Note,
as such amount may be reduced or increased from time to time.

     "Principals" shall have the meaning set forth in Section 4.04 hereof.

     "Treasury  Constant  Maturity Yield Index" shall mean the average yield for
"This  Week"  as  reported  by the  Federal  Reserve  Board in  Federal  Reserve
Statistical Release H.15 (519).

     "Unscheduled  Payments"  shall mean any funds  representing  a voluntary or
involuntary principal prepayment other than scheduled payments of principal made
pursuant to the terms of this Note.

     SECTION 2. INTEREST AND AMORTIZATION PAYMENTS

     Section 2.01. (a) Payments under this Note,  calculated in accordance  with
the terms hereof, shall be due and payable as follows:

(i)  Commencing on the Payment Date  occurring in December,  2002 and continuing
     on each Payment Date thereafter until the Maturity Date (as defined below),
     the  principal and interest due under this Note shall be due and payable in
     equal monthly  installments in the amount of $569,717.01 each (the "Monthly
     Payment Amount").

(ii) The entire  outstanding  Principal  Amount,  together  with all accrued and
     unpaid interest and any other charges due hereon,  shall be due and payable
     on the Payment Date occurring in November, 2003 (the "Maturity Date").

     (b) INTENTIONALLY DELETED.

(c)  To the extent Payments are or become due and payable under this Note or any
     of the other  Defeasance  Documents (as hereinafter  defined) on a day (the
     "Due Date") which is not a Business Day, such Payments are and shall be due
     and payable on the first  Business Day  immediately  following the Due Date
     for such Payments and in such event, the interest which accrues on the Loan
     from the Due Date to the first Business Day  immediately  following the Due
     Date shall not be due and payable until the next succeeding Due Date.

     Section 2.02. Application of Payments.


     (a)  Each  and  every  payment  (a  "Payment")  made by  Maker  to Payee in
accordance  with the  terms of this  Note  and/or  the terms of any of the other
Defeasance Documents,  including,  without limitation,  all payments of interest
and principal shall be applied as follows:

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(i)  Payments  shall be applied (i) first,  to all interest  (other than Default
     Rate Interest) which shall be due and payable  pursuant to the terms hereof
     as of the date the  Payment is  received;  (ii)  second,  to the payment of
     Principal  Amount;  and (iii)  third,  to all Late  Charges,  Default  Rate
     interest or premiums, if any, and other sums payable hereunder or under the
     other  Defeasance  Documents (other than those sums included in clauses (i)
     and  (ii)  of this  Section  2.02(a)(i))  in such  order  and  priority  as
     determined by Payee in its sole discretion.

(ii) Unscheduled  Payments,  other than  Payments  received  pursuant to Section
     2.01(a)(ii),  shall be applied on the  Payment  Date  received,  and if any
     Unscheduled  Payment is received on a day other than a Payment Date, at the
     end of the Interest Accrual Period in which such  unscheduled  Payments are
     received (i) first,  to the  Principal  Amount  until the entire  Principal
     Amount has been fully paid,  and (ii) second,  the balance,  if any, in the
     manner  provided  in Section  2.02(a)(i)  (to the extent  applicable  after
     giving  effect to any  payments  previously  made  pursuant to this Section
     2.02).

(iii)Payments received  pursuant to Section  2.01(a)(ii) shall be applied at the
     times and in the manner set forth therein.

     (b) To the extent that Maker makes a Payment or Payee  receives any Payment
or proceeds for Maker's benefit, which are subsequently invalidated, declared to
be fraudulent or preferential,  set aside or required to be repaid to a trustee,
debtor  in  possession,  receiver,  custodian  or  any  other  party  under  any
bankruptcy  law,  common law or  equitable  cause,  then,  to such  extent,  the
obligators  of Maker  hereunder  intended  to be  satisfied  by such  Payment or
proceeds  shall be revived and  continue as if such  Payment or proceeds had not
been received by Payee.

     Section  2.03.  Default  Rate.  Time is of the essence  with respect to the
times set  forth  herein  for the  repayment  of the  Principal  Amount  and the
interest thereon. Should any amounts due hereunder or under any other Defeasance
Document  not be paid in full on the date when the same shall be due and payable
(whether by acceleration,  prepayment permitted hereunder or otherwise), then in
such event,  the rate of interest to be paid on the entire  Principal  Amount of
this Note and all such other  amounts  due and  payable  under this Note and the
Defeasance  Documents  shall be  increased  to the  Default  Rate  and  shall be
computed  from the Due Date through and  including  the date, if any, upon which
such  payment  default is fully cured.  The  foregoing  provisions  shall not be
construed  as a waiver  by  Payee of its  right to  pursue  any  other  remedies
available to it under the Security  Agreement or any other Defeasance  Document,
nor shall it be  construed  to limit in any way the  application  of the Default
Rate.

     Section 2.04.  Voluntary  Prepayments and Defeasements.  Maker shall not be
permitted  to prepay the  Principal  Amount of this Note  prior to the  Maturity
Date. Maker shall have no rights to defease the Principal Amount of this Note.

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     SECTION 3. DEFAULTS

     Section 3.01. Defaults.  This Note is secured,  inter alia, by that certain
Defeasance  Pledge and Security  Agreement of even date herewith (the  "Security
Agreement").  All terms,  covenants,  conditions  and agreements of the Security
Agreement hereby constitute part of this Note, as if the same had been fully set
forth herein.  Each Event of Default under the Security  Agreement or any one or
more of the other  documents  executed by Maker in connection  with this Note or
the Security  Agreement,  including,  but not limited to, the Defeasance Account
Agreement dated of even date herewith (the "Account Agreement"),  the Defeasance
Assignment and the Assumption and Release  Agreement dated of even date herewith
(collectively,  the Security  Agreement  together with the Account Agreement and
such other defeasance documents,  the "Defeasance Documents") shall be an "Event
of Default" hereunder.

     Section 3.02.  Remedies.  Upon the  occurrence of an Event of Default,  the
entire Principal Amount,  accrued and unpaid interest and all other sums due and
payable  hereunder,  or under the Defeasance  Documents shall become immediately
due and payable at the option of Payee and  immediately,  and without  notice to
Maker,  interest on the  Principal  Amount shall accrue at the Default  Rate. If
there is more than one Maker of this Note,  subject to the provisions of Section
4.04 hereof, the undersigned  Persons shall each be jointly and severally liable
to pay the entire  Principal Amount and all other sums becoming due hereunder or
under the other Defeasance Documents.

     SECTION 4. MISCELLANEOUS

     Section 4.01.  Waivers.  (a) Maker  acknowledges that the loan evidenced by
this Note is a commercial  transaction  and, to the fullest extent  permitted by
Legal  Requirements,  as to this  Note,  the  Security  Agreement  and any other
Defeasance  Documents  securing this Note,  Maker hereby  waives all  applicable
exemption  rights,  whether under the  constitution  of the State of New York or
otherwise and also waives valuation and appraisement,  presentment, protest, and
demand, notice of protest,  demand and dishonor and nonpayment of this Note and,
except as specifically provided herein or in the other Defeasance Documents, all
other  notices or demands to the  fullest  extent  permitted  pursuant  to Legal
Requirements,  and hereby  expressly  agrees  that the  maturity of this Note or
payment  hereunder,  may be  extended  from  time  to  time  without  in any way
affecting the liability of maker or of any guarantor of this Note. No notice to,
or demand on Maker shall  entitle  Maker to any other or future notice or demand
in the same,  similar or other  circumstances.  Maker  further  consents  to the
release of any person liable for this obligation without affecting the liability
of any other  party  hereto  or any  guarantor  hereof.  The  remedies  of Payee
provided herein, in the Security  Agreement and the other Defeasance  Documents,
are cumulative  and  concurrent,  and may be pursued  singly,  successively,  or
together,  at the sole discretion of Payee, and may be exercised as often as the
occasion  therefor shall occur. Any delay on the part of Payee in exercising any
right  hereunder  shall not  operate  as a waiver of any  right,  and any waiver
granted  for one  occasion  shall  not  operate  as a waiver  in the  event of a
subsequent default.

     (b)  This  Note  cannot  be  modified,  terminated,  extended,  amended  or
discharged  orally. No requirement  hereof may be waived at any time except by a
writing  signed by Payee,  nor shall any waiver be  operative  upon other than a
single  occasion.  All rights and remedies  herein  specified are intended to be
cumulative and not in substitution for any right or remedy otherwise  available.
In any action or  proceeding  to recover  any sum herein  provided  for,  to the
extent  permitted by applicable  Legal  Requirements,  no defense of adequacy of
security,  or that  resort  must  first  be had to any  other  Person,  shall be
asserted. All references herein to Maker and to Payee shall be deemed to include
its successors and assigns.

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     Section 4.02.  Taxes.  Maker agrees that if, at any time, the United States
of America, or any State or Commonwealth  thereof or any subdivision of any such
State,  shall require  revenue or other stamps to be affixed to this Note or the
Security  Agreement,  or impose any other tax or charges on the same, Maker will
pay the same, with interest and penalties thereon, if any.

     Section 4.03.  Invalidity.  Wherever possible,  each provision of this Note
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law,  but if any  provision  of this Note is held to be  invalid  or
unenforceable  by a court of competent  jurisdiction,  such  provision  shall be
ineffective  to  the  extent  of  such   prohibition   or  invalidity,   without
invalidating  the  remainder  of such  provisions  of this  Note,  and the other
provisions  of this Note  shall  remain in full  force and  effect  and shall be
liberally  construed in favor of Payee in order to effect the provisions of this
Note.

     Section 4.04.  Exculpation.  Notwithstanding any provision herein or in any
of the other Defeasance  Documents to the contrary,  except as set forth in this
Section 4.04,  Payee shall not enforce the liability and  obligation of Maker to
perform  and  observe  the  obligations  contained  in this Note,  the  Security
Agreement or the other Defeasance Documents by an action or proceeding wherein a
money  judgment  shall be sought  against Maker or any judgment  shall be sought
against any director, officer, employee, partner or stockholder of Maker, or its
general partners (all of the foregoing, collectively,  "Principals").  Payee, by
accepting this Note, the Security Agreement and the other Defeasance  Documents,
agrees that it shall not sue for, seek or demand any deficiency judgment against
Maker or any judgment,  including a judgment for specific  performance,  against
its  Principals  or any one or more of them in any such  action  or  proceeding,
under or by reason of or under or in  connection  with this Note,  the  Security
Agreement or the other  Defeasance  Documents  except to the extent necessary or
appropriate  to proceed  against or  execute or  foreclose  on any or all of the
collateral  granted to Payee under the Defeasance  Documents.  The provisions of
this  Section  4.04  shall  not,  however,   (a)  impair  the  validity  of  the
indebtedness  evidenced  by this Note or in any way affect or impair the lien of
the Security Agreement or any of the other Defeasance Documents, or the right of
Payee to enforce the Security Agreement or otherwise realize upon any collateral
securing this Note following an Event of Default;  (b) impair the right of Payee
to name Maker or any other Person as a party defendant in any action or suit for
enforcement under the Security Agreement to the extent necessary to realize upon
any collateral  securing this Note; (c)  INTENTIONALLY  DELETED;  (d) impair the
enforcement of the Defeasance Documents;  (e) impair the right of Payee to bring
suit with respect to, or Maker's  personal  liability  for, fraud or intentional
misrepresentation by Maker or any other Person in connection with this Note, the
Security Agreement or any other Defeasance Document;  (f) INTENTIONALLY DELETED;
(g) INTENTIONALLY  DELETED; (h) INTENTIONALLY DELETED; (i) prevent or in any way
hinder Payee from exercising,  or constitute a defense, or counterclaim or other
basis for relief in respect of the  exercise  of, any other  remedy  against the
collateral  securing  the Note as provided  in the  Defeasance  Documents  or as
prescribed  by law or in equity in case of Defaults  or Events of  Default;  (j)
prevent or in any way hinder Payee from exercising,  or constitute a defense,  a
counterclaim,  or other  basis for  relief in  respect  of the  exercise  of its
remedies in respect of any judgments or other sums due from Maker to Payee other
than under the Defeasance  Documents;  (k) INTENTIONALLY  DELETED; or (l) impair
the rights of Payee to bring an action with  respect to Maker's  obligations  or
liabilities under the Defeasance  Documents if the Securities (as defined in the
Security  Agreement)  pledged under the  Defeasance  Documents are  insufficient
(without  taking into account (i)  reinvestment  income,  or (ii) failure by any
obligor to satisfy its obligations under the Securities) to make timely payments
in accordance with this Note and the Defeasance Documents,  including payment of
this Note in full on the Maturity Date.

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     Section 4.05.  Governing Law. (a) This Note was negotiated in New York, and
delivered  by Maker and  accepted  by Payee in the  State of New  York,  and the
proceeds of this Note were disbursed from New York, which State Maker agrees has
a substantial  relationship to Payee and Maker and to the  transaction  embodied
hereby,  in all  respects,  including,  without  limiting the  generality of the
foregoing,  matters of construction,  validity,  enforceability and performance.
This Note and the  obligations  arising  hereunder  shall be  governed  by,  and
construed in accordance  with,  the laws of the state of New York  applicable to
contracts made and performed in such State  (without  regard to the conflicts of
law rules thereof) and any  applicable  law of the United States of America.  To
the  fullest  extent  permitted  by  law,  Maker  hereby   unconditionally   and
irrevocably  waives any claim to assert  that the law of any other  jurisdiction
governs this Note and this Note shall be governed by and construed in accordance
with the laws of the State of New York  pursuant  to  ss.5-1401  of the New York
General Obligations Law.

     (b) Any legal suit, action or proceeding against Maker or Payee arising out
of or relating to this Note shall be instituted in any federal or state court in
New York, New York,  pursuant to 5-1402 of the New York General Obligations Law,
and Maker waives any objection  which it may now or hereafter have to the laying
of venue of any such suit,  action or proceeding,  and Maker hereby  irrevocably
submits to the jurisdiction of any such court in any suit, action or proceeding.
Maker does hereby designate and appoint C.T.  Corporation,  having an address at
1633 Broadway,  New York, New York 10019, as its authorized  agent to accept and
acknowledge  on its behalf service of any and all process which may be served in
any such suit,  action or  proceeding in any federal or state court in New York,
New York, and agrees that service of process upon said agent at said address and
written  notice of said  service of Maker  mailed or  delivered  to Maker in the
manner  provided in the  Security  Agreement,  shall be deemed in every  respect
effective  service of process upon Maker, in any such suit, action or proceeding
in the State of New York. Maker (i) shall give prompt notice to the payee of any
changed address of its authorized agent hereunder, (ii) may at any time and from
time to time designate a substitute authorized agent with an office in New York,
New York  (which  office  shall be  designated  as the  address  for  service of
process), and (iii) shall promptly designate such a substitute it its authorized
agent  ceases to have an office in New York,  New York or is  dissolved  without
leaving a successor.

Section 4.06.     [Intentionally Omitted]

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     Section  4.07.  Maximum  Amount.  It is the intention of Maker and Payee to
conform strictly to the usury and similar laws relating to interest from time to
time in force, and all agreements between Maker and Payee,  whether now existing
or hereafter  arising and whether oral or written,  are hereby expressly limited
so that in no  contingency  or event  whatsoever,  whether  by  acceleration  of
maturity hereof or otherwise,  shall the amount paid or agreed to be paid in the
aggregate to payee as interest hereunder or under the other Defeasance Documents
exceed the maximum  permissible  under  applicable usury or such other laws (the
"Maximum Amount").  In the event, for any reason  whatsoever,  any payment by or
act of Maker pursuant to the terms hereof or pursuant to any requirements of any
provision  hereof or of the  Defeasance  Documents  shall  result in  payment of
interest which would exceed the Maximum  Amount,  then ipso facto the obligation
of Maker to pay interest or perform such act or requirement  shall be reduced to
the limit  authorized under such Legal  Requirements,  so that in no event shall
Maker be  obligated  to pay any  interest,  perform  any act, or be bound by any
requirement  which would  result in payment of interest in excess of a sum which
is lawfully collectible, and all sums in excess of those lawfully collectible as
interest  shall,  without  further  agreement or notice  between or by any party
hereto, be deemed applied upon principal immediately upon receipt of such moneys
by payee,  with the same  force and  effect  as  though  Maker had  specifically
designated such sums to be applied to principal prepayment.  Notwithstanding any
provision herein to the contrary,  however,  no such application shall give rise
to an obligation  on the part of Maker to pay any  prepayment  premium,  if any,
payable pursuant to the Defeasance  Documents.  The provisions of this paragraph
shall control every other provision of this Note.

     Section 4.08.  Costs of Collection.  Subject to Section 4.04 hereof,  Maker
agrees  to pay all  costs and  expenses  of  collection  incurred  by Payee,  in
addition  to  principal,  interest,  and  premiums,  if any,  and Late  Charges,
including, without limitation, reasonable attorneys, fees and disbursements, all
costs and expenses  incurred in  connection  with the pursuit by Payee of any of
its rights or remedies  hereunder,  under the  Security  Agreement or any of the
other Defeasance  Documents or the protection of or realization of collateral or
in connection with Payee's collection efforts, whether or not suit on this Note,
on any of the other Defeasance Documents or any foreclosure proceeding is filed,
and all such costs and expenses shall be payable on demand with interest thereon
to be  calculated  at the  Default  Rate and shall be  secured  by the  Security
Agreement  and all other  collateral  at any time held by Payee as security  for
Maker's obligations to Payee.

     Section 4.09.  Waiver of Jury Trial.  Maker,  to the fullest  extent it may
lawfully  do so,  waives  any right it may have to trial by jury in any  action,
including, without limitation, any tort action, to interpose any counterclaim in
any  action  (other  than a  compulsory  counterclaim),  and to  have  the  same
consolidated  with any other or separate  action  brought on or with  respect to
this Note, the Security Agreement or any other Defeasance Document.

     Section  4.10.  Headings.  The section  headings in this Note are  included
herein for convenience of reference only and shall not constitute a part of this
Note for any other purpose.

     Section 4.11. Participation. Payee shall have the right to assign this Note
in  whole,  but not in part,  the  Security  Agreement  and/or  any of the other
Defeasance  Documents,  and  to  transfer,  assign  or  sell  participation  and
subparticipations    (including   blind   or   undisclosed   participation   and
subparticipations)  in the Security Agreement and the other Defeasance Documents
and  the  obligations  hereunder  to any  Person;  provided,  however,  that  no
participation  shall  increase,  decrease or otherwise  affect either Maker's or
Payee's obligations hereunder,  under the Security Agreement or under any of the
other Defeasance Documents.

                                      ****

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     IN WITNESS WHEREOF,  this Note has been duly executed by Maker, the day and
year first above written.

                                      CASTLE ROCK FACTORY SHOPS PARTNERSHIP

                                      By:  Prime Retail, L.P., a Delaware
                                           limited partnership, its general
                                           partner

                                      By:  Prime Retail, Inc., a Maryland
                                           corporation, its general partner

                                      By:  /s/ R. Kelvin Antill
                                           --------------------
                                           Name:  R. Kelvin Antill
                                           Title:  Executive Vice President -
                                                   General Counsel and Secretary


                                      LOVELAND FACTORY SHOPS LIMITED PARTNERSHIP

                                      By:  Prime Retail, L.P., a Delaware
                                           limited partnership, its general
                                           partner

                                      By:  Prime Retail, Inc., a Maryland
                                           corporation, its general partner

                                      By:  /s/ R. Kelvin Antill
                                           ---------------------
                                           Name:  R. Kelvin Antill
                                           Title:  Executive Vice President -
                                                   General Counsel and Secretary