Ex-10.53

                              SEVENTH AMENDMENT TO
                           PURCHASE AND SALE AGREEMENT

     THIS SEVENTH  AMENDMENT TO PURCHASE AND SALE (this  "Amendment")  made this
fourth day of December,  2001 between THE PRIME OUTLETS AT BIRCH RUN,  L.L.C., a
Delaware limited liability company; THE PRIME OUTLETS AT WILLIAMSBURG, L.L.C., a
Delaware limited  liability  company;  and OUTLET VILLAGE OF HAGERSTOWN  LIMITED
PARTNERSHIP,   a  Delaware  limited  partnership  (herein   collectively  called
"Seller"),  with an address at 100 East Pratt  Street,  19th  Floor,  Baltimore,
Maryland 21202, Attention:  Glenn Reschke,  telecopier number 410-234-1701;  and
WELP TRIPLE  OUTLET,  L.C., a Florida  limited  liability  company  (hereinafter
called the "Buyer"),  with an address c/o Estein & Associates  USA,  Ltd.,  5200
International Drive, Orlando, Florida 32819, telecopier number 407-354-3243;

                                   WITNESSETH

     A. WHEREAS,  Buyer and Seller have entered into a certain Purchase and Sale
Agreement  dated August 6, 1999 as amended by an Amendment  dated  September 27,
1999, a letter  agreement dated September 28, 1999, an Amendment to Purchase and
Sale Agreement  dated November 18, 1999, a Third  Amendment to Purchase and Sale
Agreement  dated  February  24,  2000,  a Fourth  Amendment to Purchase and Sale
Agreement dated April 14, 2000, a Fifth Amendment to Purchase and Sale Agreement
dated May 1, 2000, and a Sixth  Amendment to Purchase and Sale  Agreement  dated
June 30, 2000 (as so amended,  the  "Agreement")  for the  purchase  and sale of
certain factory outlet shopping  centers and other property more fully described
therein; and

     B. WHEREAS,  pursuant to a Settlement  Agreement  and  Agreement  Regarding
Birch Run Refinancing  dated as of August 15, 2001 (the "Settlement  Agreement")
OUTLET VILLAGE OF HAGERSTOWN  LIMITED  PARTNERSHIP  ("H'TOWN") was released from
its obligations  under the Agreement and other agreements  executed by H'TOWN in
favor of Buyer,  TRIPLE OUTLET WORLD,  LTD.,  TRIPLE OUTLET WORLD JOINT VENTURE,
BIRCH RUN OUTLETS,  L.L.C. and WILLIAMSBURG  OUTLETS,  L.L.C.  (collectively the
"Other Obligations"); and

     C.  WHEREAS,  Buyer and  Seller  desire to revive  and  reinstate  H'TOWN's
obligations  under the Agreement as well as the Other  Obligations of H'TOWN and
desire to amend the Agreement in the manner hereinafter set forth.
<PAGE>
     NOW,  THEREFORE,  for and in  consideration  of the mutual  entry into this
Amendment by the parties  hereto and for other good and valuable  consideration,
the receipt and adequacy of which are hereby  acknowledged,  Seller and Buyer do
agree as follows:

     1.  Capitalized  terms used herein and not otherwise  defined  herein shall
have the meanings ascribed to them in the Agreement.

     2. Buyer is entitled to retain and keep as its sole and exclusive property,
and without setoff or charge  therefore,  the entire amounts  previously paid to
Buyer under Section 8 of the  Settlement  Agreement and otherwise as a result of
closing  of the  purchase  and  sale of the  Project  not  occurring  under  the
Agreement notwithstanding  reinstatement hereunder of H'TOWN's obligations under
the  Agreement  and its Other  Obligations  in  accordance  with the  provisions
hereof.

     3. Effective as of the execution of this Amendment,  all of the obligations
from which  H'TOWN was released  under the terms of the  Settlement  (i.e.,  its
obligations under the Agreement and its Other Obligations) are hereby reinstated
and remain in full force and effect,  as modified  by this  Amendment.  If Buyer
should  terminate  this  Amendment for any reason or default in its  obligations
hereunder resulting in termination hereof by Seller,  then H'TOWN's  obligations
under the Agreement shall again terminate and be of no further force or effect.

     4. The Agreement remains in full force and effect with respect to the Birch
Run Project and the Williamsburg Project, except as it may have been modified as
to either of such Projects by the  Settlement  and/or by an Agreement  Regarding
Williamsburg  Refinancing dated as of October 17, 2001, and except to the extent
that the  provisions  thereof  may have  expired  pursuant to their  terms.  The
existing provisions of the Agreement pertaining to the Hagerstown Project are of
no force or effect. The Agreement is hereby amended and restated, beginning with
Article 1, with respect to the Hagerstown Project only to read as follows:
<PAGE>
                                    ARTICLE 1
                                   DEFINITIONS

     The  following  terms as used  in this  Amendment shall  have the  meanings
ascribed to them below:

1.1     "Agreement". The Agreement as described in WHEREAS Clause A above.

1.2     "Amendment". This Seventh Amendment to Purchase and Sale Agreement.

1.3     "Bonds".   Barkdoll  Special Taxing  District Bonds issued in connection
        with development of the Project and described on Exhibit I.

1.4     "Borrowing Entity". Prime Retail Finance VI, LLC, the borrower under the
        Mercantile Loan.

1.5     "BRWH". BRWH, L.L.C., one of the members of the Joint Venture.

1.6     "Effective Date".   The  date when this Amendment  has been executed and
        delivered by Buyer and Seller.

1.7     "Escrow Agent".  Chicago Title Insurance Company.

1.8     "Investigation Period".  A period of time commencing on  the  Effective
        Date and ending the earlier of (i) notice from Buyer to Seller that the
        Investigation  Period is over, or (ii)  forty-five  (45) days after the
        Effective Date.

1.9     "Joint  Venture".   Triple  Outlet  World Joint Venture, a Florida joint
        venture,  which was formed by TOWL and BRWH.

1.10    "Key Property Materials".     That   part  of   the  Property  Materials
        consisting of:  existing  as-built surveys of the Real Property; current
        title  commitment  for  the  Real  Property  and  existing title policy;
        existing  most  recent  environmental studies or reports of the Project;
        current  detailed  rent  roll  of  the  Project;   copies  of  operating
        statements  for the Project for partial  year 1998, all of 1999 and 2000
        and year  to  date 2001 (through October 31, 2001) reflecting all income
        and expenses  of  the Project and copies of all federal, state and local
        tax   returns   of   H'TOWN  for  such  periods;  copies  of   the  Bond
        documentation (including copies of the Bonds); to  the extent Seller has
        them  in  its  possession, copies of  certificates of occupancy or other
        evidence that all space in the Project  may be lawfully occupied; copies
        of  all  current  tax  bills  and  special  assessment  notices  for the
        Project;  copies  of the Agreement of Limited Partnership  of H'TOWN and
        all amendments   thereto  certified to be true, correct and complete  by
        Seller and  copies of all Leases in effect on the  date hereof for space
        in the Project.
<PAGE>
1.11    "Leases".   Leases  for  space  in  the  Project  with tenants which are
        identified  on  the Rent Roll attached as  Exhibit II, together with any
        and  all other  leases which may be  executed by Seller with tenants for
        the vacant spaces in the Project.

1.12    "Lender".   The  lender or  lenders  which  agree(s)  to make the Loans
        to be  arranged  by Seller pursuant to Section 1.13.

1.13    "Loans".   There  are  two  loans which make up the Loans, as described
        below:

     A.  "Mercantile  Loan".  An  indemnity  deed of trust  loan in the  present
     principal  amount  of  $49,062,000  and  which at  closing  will be paid by
     Selling  Partners  out of the  proceeds  of closing  down to the  principal
     amount of  $46,862,000  in favor of Mercantile  Bank,  the salient terms of
     which are set forth on Exhibit III; and

     B.  "Permanent  Loan". A loan to be secured by a deed of trust  encumbering
     the Property which will  refinance the  Mercantile  Loan at or prior to its
     maturity and will be in an amount not exceeding  the  principal  balance of
     the Mercantile Loan as of the date of closing hereunder.

     The  Mercantile  Loan is to  remain in  effect  after  the time of  closing
     hereunder.  All other financing on the Project other than the Bonds will be
     paid and satisfied in full by H'TOWN or Selling  Partners  prior to closing
     hereunder being effective.  Prime Retail,  L.P. shall remain a guarantor of
     the Mercantile Loan but the Mercantile Loan documents are to be modified to
     provide  that any  insolvency,  bankruptcy  or other  change  in  financial
     condition of Prime Retail,  L.P. or any affiliate  thereof  (except H'TOWN,
     the  Borrowing  Entity and the  Property  Entity)  shall not  constitute  a
     default  under  the  Mercantile   Loan.  The  Mercantile   Loan  is  to  be
     non-recourse  to the Joint Venture and its  Venturers  except for customary
     carve-outs.
<PAGE>
        Seller  will  be  responsible  for  refinancing  the  Mercantile Loan by
     obtaining  the  Permanent  Loan at or prior to its maturity.  Buyer and the
     Joint  Venture  will   be   obligated  to  fully  cooperate  with  and  use
     commercially  reasonable efforts  to  identify,  assist  with and cause the
     Permanent  Loan to be obtained and closed.  All terms and conditions of the
     Mercantile Loan will  be reviewed  by Buyer during the Investigation Period
     and if they are not satisfactory  to Buyer, Buyer's sole remedy shall be to
     terminate this Amendment pursuant to Section 4.3.  The Permanent Loan shall
     be subject to the approval of both venturers in the Joint Venture.  Subject
     to the terms  of  the  next  sentence,  the  difference  between the actual
     principal amount of the Permanent Loan and the  then  principal  balance of
     the Mercantile Loan, will be paid  by  the  Joint  Venture  through capital
     calls  in the ratio of 30% by  BRWH and 70% by TOWL.   Notwithstanding  the
     above,  if  the  principal  amount of  the  Permanent  Loan  is  less  than
     $44,000,000,  Seller  will  loan  the Joint  Venture the difference between
     $44,000,000 and the  principal  amount of the Permanent Loan at an interest
     rate of 7.75%,  with a maturity date the  same  as  that for the  Permanent
     Loan and with the same  amortization  period as that for the Permanent Loan
     (the "Seller  Loan").  The Seller Loan will be secured  by a pledge  of all
     distributions  from the  Joint  Venture,  and monthly  payments  under  the
     Seller  Loan  will  be  paid  prior  to  any  distributions   by the  Joint
     Venture.  Seller  and  Buyer  agree  that  the  Permanent  Loan will have a
     maturity date inclusive of extension options  (or  at  leas t a  prepayment
     period in  which the  Permanent Loan can be prepaid at par without penalty)
     of  no  earlier  than June 1, 2009 and  no later than  ten (10) years after
     Closing hereunder.  The Permanent  Loan  may  be  either fixed or  variable
     rate  debt,  and  shall  be non  recourse  except for  customary carve-outs
     (which, if required,  shall be  guaranteed  by  the  joint venturers of the
     Joint Venture).  BRWH  will pledge  its entire  Joint  Venture interests to
     secure  Seller's  obligation  to refinance  the  Mercantile  Loan  and  the
     Pledge and Escrow Agreement dated November 18, 1999 executed at the closing
     of the purchase and sale of the Birch Run Project (the "Pledge  Agreement")
     will be  amended  to add this  obligation  as one that is  secured  by such
     Pledge Agreement.  Once the Permanent Loan is closed,  the Pledge Agreement
     will no longer secure the obligations to refinance the Mercantile Loan, but
     an extension and/or  modification of the Mercantile Loan that does not meet
     all the requirements for the Permanent Loan shall not be deemed a Permanent
     Loan. Prior to obtaining the Permanent Loan at the current maturity date of
     the  Mercantile  Loan,  Seller may elect to extend the maturity date of the
     Mercantile Loan, at Seller's sole expense, and, to the extent Seller wishes
     to cause  an  extension  of the  Mercantile  Loan by  means of a  principal
     paydown (the "Principal  Reduction Payment") of such loan, Seller will have
     the right to do so and have the Principal  Reduction  Payment  treated as a
     Seller  Loan.  Notwithstanding  the above,  if a Seller Loan results from a
     Principal Reduction Payment, any amortization of the associated Seller Loan
     will be  deferred  until and paid at the time of closing  of the  Permanent
     Loan.  If Seller so elects to extend the maturity of the  Mercantile  Loan,
     then Seller shall  continue to be obligated to obtain the Permanent Loan as
     herein  provided upon the maturity of the  Mercantile  Loan as so extended.
     Seller  shall,  at least  fifteen  (15) days prior to the  maturity  of the
     Mercantile  Loan as it may be extended in accordance with the terms of this
     Section,  either  (i) cause the  closing  of the  Permanent  Loan,  or (ii)
     provide a commitment  letter (or other  evidence  reasonably  acceptable to
     Buyer) for the Permanent Loan which provides for closing of such loan on or
     before the maturity of the Mercantile Loan (as extended).  If the Permanent
     Loan is actually  closed prior to June 1, 2004 to satisfy this  obligation,
     Buyer agrees that the "June 1, 2009" date referenced  above in this Section
     1.13 will be changed  to a date which is five (5) years from the  Permanent
     Loan closing date.
<PAGE>
        To  the  extent  the  interest rate on either the Mercantile Loan or the
     Permanent Loan is less than 7.75%,  Seller will receive 100% of the savings
     as a Buyer Interest Savings Payment; to the extent the interest rate on the
     Mercantile  Loan or the Permanent  Loan exceeds 7.75%, Seller will pay 100%
     of  the  excess  as  a  Seller Interest Subsidy Payment. The Buyer Interest
     Savings  Payment  and the Seller Interest  Subsidy Payment shall be payable
     and secured as set forth in Section  3.3 of the  Agreement which Section is
     hereby  revived  and made  applicable  to the  Project  and is incorporated
     herein  by  reference,  except  however,  that  the  Buyer Interest Savings
     Payment and Seller Interest Subsidy Payment with respect to H'TOWN shall be
     based  solely  on the  interest  rate  differential  and not on any payment
     differential.  BRWH will  pledge its Joint  Venture  interests  as security
     for the obligation to pay the Seller Interest Subsidy Payment.

        Seller   and  Selling  Partners  shall  be  responsible  for  all  costs
     associated  with  assumption  of  the  Mercantile  Loan (excluding  Buyer's
     attorneys fees) and shall be responsible for all costs  associated with the
     origination  and  closing  of  the  Permanent  Loan,  including  reasonable
     attorneys  fees of Buyer's  attorneys and attorneys for the Property Entity
     and Joint Venture.  If for any reason the  Mercantile  Loan does not remain
     structured as an indemnity deed of trust loan, Seller will not be obligated
     to  proceed  to closing  provided  that  Seller has  notified  Buyer of its
     decision  not  to  close  on or  before  December 10, 2001;  but failure to
     provide  such notice  will not affect the provisions of Section 11.3.   All
     reserves,  escrows  and  other deposits required  under either of the Loans
     will be paid by the Joint Venture  (or, in the case of the Mercantile Loan,
     if already held by the Lender  thereunder,  H'TOWN shall be reimbursed such
     amounts at closing by the Joint Venture).

     At  closing  of the  Permanent  Loan,  the  parties  shall  execute  mutual
     indemnification  agreements  similar to those  executed  at the time of the
     refinancings of the Birch Run and Williamsburg  Projects. The obligation to
     execute such  indemnification  agreements  shall survive  closing until the
     Permanent Loan is closed.

1.14    "Management Agreement".   A  Management  and  Leasing  Agreement  to  be
        entered  into  between  an  entity designated by Seller and Buyer at the
        time  of  closing providing for Seller's designated entity to manage and
        lease  the  Project for and on behalf of Buyer. The Management Agreement
        will  be  in  form  similar  to those for the Birch Run and Williamsburg
        Projects  except  that  the Base Management Fee is to be reduced only if
        the  reimbursement for home office accounting costs exceeds $6,000.00 in
        any month.  The term of the Management Agreement will end on the earlier
        of  maturity  of  the Permanent Loan (or earlier prepayment thereof), if
        the  Permanent  Loan  in fact closes, or thirty (30) days after maturity
        of  the  Mercantile  Loan  without  a  Permanent  Loan having closed. At
        closing,   the   existing   management  agreements  for  Birch  Run  and
        Williamsburg  will  be  extended  to  end the earlier of maturity of the
        respective  loan on each of the respective Projects or prepayment of the
        loans on those Projects.

1.15    "Net  Operating Income".   For  purposes  of Sections 10.2 Net Operating
        Income  is  aggregate net cash flow from operations of the Project based
        upon  the  rentals  reflected on Exhibit II (but excluding revenues from
        insurance    or    condemnation   proceeds,   refinancings   and   other
        non-operation revenues)  before payment of capital expenditures, leasing
        commissions  and  tenant  allowances and principal and interest payments
        on indebtedness for borrowed money.
<PAGE>
1.16    "Partnership Interests".  One hundred percent of the ownership interests
        in H'TOWN  consisting  of  all limited  and general partner interests in
        H'TOWN.

1.17    "Personal Property".   H'TOWN'S  100%  membership  interest in Borrowing
        Entity,   the   Bonds,   all   plans,  drawings,  permits,  governmental
        authorizations,  contracts,  documents, surveys, site plans, engineering
        reports,  soil  and  environmental  studies,  leases,  construction  and
        manufacturer  warranties,  supplies  and   all  other  tangible personal
        property  located  on, the Real Property and intangible property arising
        from   ownership   and/or   operation   thereof  exclusive  of  accounts
        receivable  for  any  period  prior to the closing date and exclusive of
        the  right  of use of the name of the Project, which will be licensed to
        Buyer  pursuant to Section 15.2. The Personal Property shall not include
        bonds  (exclusive  of  the  Bonds),  bank  accounts, accounts receivable
        letters  of  credit,  deposits  and other sureties placed by Seller with
        governmental  authorities  or  utility  companies in connection with the
        construction  (but excluding  such items as utility deposits required to
        remain  in  place  for  the  operation  of  the  Project) ("Construction
        Security"),  all  of  which  shall  remain the property of Prime Retail,
        L.P. If,  however, the Construction Security is required or is otherwise
        in  the  name  of  the Buyer, then, Buyer agrees to fully cooperate with
        Seller  in  obtaining  the  return of the Construction Security and upon
        any  return  of  the  Construction  Security,  Buyer  shall  immediately
        deliver  the  Construction  Security to Seller to the extent received by
        Buyer.

1.18    "Project".   That  commercial real estate Prime Outlet Center located on
        and encompassing the Real Property.

1.19    "Property".  All of the Real Property and the Personal Property.

1.20    "Property Entity".  The  entity which will own the Partnership Interests
        and  which,  after  closing,  along  with  H'TOWN,  shall be a "Property
        Entity" as described in the Joint Venture Agreement of Joint Venture.

1.21    "Property  Entity  Subsidiary".  A company to be formed as determined by
        TOWL and BRWH which will be wholly owned by the Property Entity.
<PAGE>
1.22    "Property Materials".   All  instruments,  documents, leases, contracts,
        surveys,  plats,  plans,  specifications,   reports,  studies,  permits,
        applications,    authorizations,    approvals,   proposals,   applicable
        copyright  and trademark materials, estoppel letters from all tenants in
        form  of  Exhibit IV  and  as  may  be  requested  by  Lender, and other
        materials  owned  by  or  within  Seller's  control  or possession which
        consist  of  the  Personal  Property or  which in any way pertain to the
        Real Property  or  Personal Property. The following enumerated items are
        included  in the definition of "Property Materials" but are not intended
        to  constitute  a  complete  or  comprehensive  list  thereof:  as-built
        surveys;  existing  title  policies  and exceptions to title; site plan;
        Leases;  copies  of  any  lease proposals not yet finalized; soil tests;
        environmental studies; rent roll; service and utility letters, proposals
        and  contracts;  construction  bids  and  contracts; copies of documents
        regarding  joint  use  and/or  maintenance  of  roads, parking areas and
        ingress  and  egress  easements;  zoning  authorizations;  copies of all
        Leases  in  effect  on  the  date hereof for space in the Project; lease
        summaries  and  abstracts  (but Seller does not represent or warrant the
        accuracy  of  such  lease  abstracts  and lease summaries except for the
        information   to   be   provided  pursuant  to  Section  4.2);  existing
        certificates of occupancy  and other governmental approvals and permits;
        title  insurance  commitment and legible copies of all exceptions listed
        thereon  to  be  issued  pursuant  to  Section  6.1;  copies of the Bond
        documents  (including  copies of the Bonds); copies of real property tax
        bills  and  special  assesment  notices  for  the Project; copies of all
        contracts to which H'TOWN is a party; copies of operating statements for
        the Project;  H'TOWN local,  state and federal tax returns of every kind
        for the years 1998, 1999, 2000 and, when filed, 2001; and copies of the
        agreement of limited partnership of H'TOWN  and organizational documents
        of Borrowing Entity.

1.23    "Real  Property".   That  parcel  or  parcels  on  which  the Project is
        located,  which  is  or  are  legally  described  on Exhibit V. Included
        within  the  term  Real  Property is all of Seller's  right,  title  and
        interest in and to:
<PAGE>
                A.      Any land lying  in the bed  of any highway, street, road
                        or avenue,  open or proposed, in front of or abutting or
                        adjoining the Real Property.


                B.      All riparian rights.

                C.      All  appurtenances,  hereditaments,  tenements  and  air
                        rights appertaining to the Real Property.

                D.      All  improvements  located  on  or  affixed  to the Real
                        Property.

1.24    "Title Insurance  Company".   Chicago  Title  Insurance Company, through
        its  National  Business  Unit  in  Washington,  D.C.   Attention:  Chris
        Naughton.

1.25    "TOWL".   Triple Outlet World, Ltd.,  the managing venturer of the Joint
        Venture.


1.26    "Selling  Partners".  Prime Retail,  L.P., the sole general  partner and
        Prime Retail,  Inc., the sole  limited partner of H'TOWN.

                                    ARTICLE 2
                          SALE OF PARTNERSHIP INTERESTS

2.1.            Subject to the terms and provisions  herein  contained,  Selling
        Partners  agree  to  sell  to  Buyer  and  Buyer agrees to purchase from
        Selling  Partners all the Partnership  Interests.  Buyer will assign its
        rights  under  this  Amendment  to  the  Property  Entity to acquire the
        general  partner's  99% Partnership Interests and will assign its rights
        to  acquire  the limited   partner's  1%  Partnership  Interest  to  the
        Property Entity  Subsidiary  (the assignees  being  sometimes called the
        Property Entity herein in either case for ease of reference), which will
        acquire  the  respective  Partnership  Interests.  As in the case of the
        Birch   Run  and  Williamsburg   Projects,   Prime  Retail,  L.P.'s  30%
        participation  allocable  to the purchase  of the Project (in this case,
        the  purchase  of  the  Partnership  Interests)  under the Joint Venture
        Agreement  of  the  Joint  Venture  will be contributed in the form of a
        credit to the buying entity.
<PAGE>
                                    ARTICLE 3
                                 PURCHASE PRICE

3.1.            Price.   The  purchase  price  to  b e paid  for the Partnership
        Interests is $80,500,000.00.

3.2.            Deposits.   The first component of the purchase price is payment
        of a  $250,000.00  earnest  money deposit to the Escrow Agent within two
        business  days after the Effective  Date.  An  additional  earnest money
        deposit  will be due and payable by Buyer to  Escrow Agent in the amount
        of   $250,000.00   within  one  business  day  following  the end of the
        Investigation   Period,   unless  Buyer  has  terminated  this Amendment
        as  provided in Article 4. At the time of payment of the purchase price,
        the Deposit shall be credited to the purchase  price.  The earnest money
        deposits  of  $250,000.00  initially  and  $500,000.00  in the aggregate
        will be placed in an interest-bearing  investment  approved by Buyer and
        Seller, which approval will not be unreasonably  withheld, with interest
        to be paid to  Buyer  unless  Buyer  shall  default hereunder and Seller
        shall  become  entitled to the  earnest  money deposit(s), in which case
        all  such  interest  shall be paid to  Seller.  All  references  in this
        Amendment to return of the  earnest  money deposit(s) hereunder to Buyer
        shall be deemed to  include  interest  earned  thereon.  Interest on the
        earnest  money  deposits will be allocated for tax purposes to the party
        receiving it.

3.3.            Loans.  A  portion  of  the  purchase  price  in the  amount  of
        $46,862,000.00  will  be paid  by the Mercantile Loan remaining in place
        as provided in Section 1.13.

3.4.            Balance. The balance of the purchase  price shall  be payable to
        the Escrow Agent at closing by wired funds or certified check drawn on a
        United  States bank;  subject, however, to prorations and adjustments as
        provided  in Section 13.1. Notwithstanding the foregoing, the portion of
        the  cash  purchase  price  which  would  otherwise  be  required  to be
        provided by BRWH as a  30% joint venture partner under the Joint Venture
        Agreement  of  the  Joint Venture shall be contributed by crediting such
        amount  against  the  cash  portion of the purchase price due to Selling
        Partners.
<PAGE>
3.5.            Allocation.  Buyer and Seller agree that the purchase price will
        be  allocated  separately  among   various  components  of  the Property
        including  the  Bonds,  land, buildings, mechanical systems and Personal
        Property,  to  the  Covenant  Not  To Compete being provided pursuant to
        Section 16.3  hereof , and  to the License to be granted by Seller under
        Section 16.2  hereof  in  accordance with Exhibit IV. The portion of the
        price allocable to the Bonds will be paid directly to Prime Retail, L.P.

                                    ARTICLE 4
                                  INVESTIGATION

4.1.            Buyer  Investigation  Rights.  During the  Investigation  Period
        and  upon  prior reasonable  notice  and  subject  to the  provisions of
        Section 4.4, Buyer and Buyer's  agents,  professionals  and  independent
        contractors  shall  have  the  right of  access to the  Property  and to
        Seller's  records  in  Baltimore, Maryland at any reasonable time during
        the Investigation Period to conduct tests;  take  measurements; complete
        surveys;  review bids;  review Leases,  contracts,  correspondence,  tax
        returns  and  other  records;  conduct   conversations   with Seller and
        Seller's    agents,   employees   (which   shall  mea   Executive   Vice
        President  of  Finance,   Executive Vice  President and Chief  Financial
        Officer,   Senior  Vice  President  for  Operations and their respective
        seconds in command at Prime Retail,  L.P., as well as Prime Retail, L.P.
        senior  staff  members  in  Baltimore,   Maryland,  applicable  regional
        operations  individuals and local site employees, provided meetings with
        the   local   site   employees   will be  arranged  by  senior  staff in
        Baltimore) and independent contractors, and with tenants and prospective
        tenants (provided meetings with tenants and prospective  tenants will be
        arranged  by  the  senior  staff  of  Prim e Retail,  L.P. in Baltimore,
        Maryland),  governmental officials,  utility company representatives and
        all other parties having anything to do with the  Property;  and examine
        and  investigate  the Property, and Property Materials in any reasonable
        way  for  all other purposes consistent with evaluation of and potential
        ownership,  development and  operation of the Property and  ownership of
        the  Partnership  Interests.  Seller agrees to reasonably cooperate with
        Buyer in Buyer's investigation.

4.2.            Costs.   The  cost  and  expense  of  delivering   the  Property
        Materials  shall be borne by Seller.  The cost and  expense of all other
        aspects  of  Buyer's  investigations  shall be borne by Buyer.  However,
        Seller shall, to the extent Seller has them in its control or possession
        deliver  to  Buyer  as  soon  as  possible after the Effective Date that
        portion of the Property Materials comprising all of the  following,  but
        only  to  the  extent same are changed or updated since delivery of such
        Property Materials pursuant to the Agreement:  soil tests, environmental
        tests,   engineering  studies,  feasibility  studies,  traffic  studies,
        surveys   (including   as-built   surveys),   plans and  specifications,
        leases,  rent roll and Key  Property Materials  not  otherwise listed in
        this   Section.   If  there is an extra  charge to Seller for  obtaining
        such   certification   or  letter  and  such  charge is  reasonable  and
        customary,   Buyer  will  bear  the  cost  thereof.   Seller will not be
        obligated  to obtain  any new tests or studies  for Buyer.  Anything  in
        this Amendment to the contrary  notwithstanding,  Seller will deliver to
        Buyer within six (6) business  days of the Effective  Date a list of all
        leases  containing  most favored  nation or other similar  clauses which
        might  allow  tenants to pay rentals at rates lower than those reflected
        on Exhibit II (along  with a summary of the particular clause(s) in each
        such Lease) and a new rent roll reflecting such clauses and their impact
        (collectively the "Supplemental Lease Materials").
<PAGE>
4.3.            Right  of Termination.   If  Buyer, in Buyer's sole  discretion,
        shall determine for any reason that Buyer is not entirely satisfied with
        the results of Buyer's inspections or  that  Buyer  no longer desires to
        acquire  the  Partnership  Interests,  Buyer  shall  have  the  right to
        terminate  this  Amendment  by giving  notice to Seller and Escrow Agent
        hereunder at or  prior to the  expiration  of the  Investigation Period,
        in  which  case,  Buyer will  be entitled to return of its earnest money
        deposit.  If Buyer does not terminate  this  Amendment  as  provided  in
        the  preceding  sentence,  Buyer  shall  pay  the additional $250,000.00
        earnest   money  deposit  in  accordance  with  Section  3.2.  Upon  the
        expiration of the Investigation  Period without Buyer having  terminated
        this  Amendment, all of the earnest money deposits shall, subject to the
        provisions of this  Amendment, be at risk.

4.4.            Insurance,  Repair  and  Indemnity.  Prior to entry  onto any of
        the Real Property to perform studies,  tests, investigations or surveys,
        Buyer  (or  each  contractor  performing  such  services for Buyer) will
        provide  a  certificate  of  insurance  to  Seller  naming  Seller as an
        additional insured in amounts and form  reasonably acceptable to Seller.
        Buyer agrees to repair,  at Buyer's cost and expense,  any damage caused
        to the Project caused by any of the studies  performed  by or for Buyer.
        Buyer also agrees all of its studies will be performed  in a manner that
        will not unreasonably interfere with operation of the Project or tenants
        operating  within the Project.  Buyer will indemnify and hold H'TOWN and
        the Selling Partners harmless from and against any cost, expense, damage
        or  liability  incurred by H'TOWN as a result of Buyer or its  agents or
        independent  contractors  entering the Real Property,  and/or performing
        work or  conducting  studies  thereon,  which  indemnification  and hold
        harmless   will   survive  closing  hereunder  or  termination  or  this
        Amendment.

4.5             Delivery of Loan Documents.  Promptly  upon  Seller's receipt of
        any Loan documents for either of the Loans,  Seller shall provide copies
        thereof  to  Buyer  to  enable  Buyer to confirm that the Loans and Loan
        documents satisfy the requirements of this Amendment.
<PAGE>
                                    ARTICLE 5
                                      TITLE

5.1.            Permitted Exceptions.   At  closing,  the Real Property is to be
        subject only to the following:

        A.      Real estate taxes and special  assessments for the year in which
                the closing shall occur.

        B.      Zoning   and/or   restrictions   and   prohibitions  imposed  by
                governmental authorities, none of which shall prevent use of the
                Real Property as a factory outlet mall as presently  configured.

        C.      Restrictions,  reservations and easements recorded in the Public
                Records  of  the  county  where  the Project is located, none of
                which s hall interfere with the use of the Real Property for its
                intended purposes, contain any rights of reverter, or render the
                title   unmarketable  in  the  opinion  of  Buyer's  attorney as
                determined during the title insurance review period set forth in
                Section 6.1, and all of which shall be subject to the reasonable
                approval of Buyer's attorney as provided in Section 6.1.

        D.      Rights  of  tenants under the Leases, none of whom will have any
                option  to  purchase  or rights of first refusal to purchase any
                portion of the Property.

        E.      The  deed  of  trust and other documents securing the Mercantile
                Loan and the Bonds.

        F.      The  Declaration(s) of Easements and Restrictions referred to in
                Section 16.5.

        G.       Other matters agreed to pursuant to Section 6.1.
<PAGE>
                                    ARTICLE 6
                                 TITLE INSURANCE

6.1.            Commitment.   Seller  shall,  within  ten  (10)  days  after the
        Effective  Date,   deliver to Buyer an update to Chicago Title Insurance
        Company  Commitment  No.  4500-41977 (with an effective date of 5/31/00)
        together   with legible  copies of  all  exceptions  shown on the update
        that did not appear on the original commitment.  If the title  insurance
        commitment,   as  updated,  shall   disclose  any  defects  in title not
        disclosed  in  the 5/31/00  Commitment,  Buyer shall so notify Seller in
        writing  within  ten (10)  days after receipt  thereof.  The update will
        acknowledge  that  the existing  title policy of H'TOWN will be endorsed
        to (i)  delete  those  items  which  Buyer  has  objected  to  hereunder
        and which  Seller has agreed or is obligated to cure,  (ii) increase the
        amount of  insurance  to the amount of  $80,500,000.00,  (iii) bring the
        effective date to the date of closing,  (iv) add a Fairways Endorsement,
        non-imputation  endorsement  and  endorsements  per Section  6.2 and (v)
        state the policy will be issued in  connection  with a purchase and sale
        of  the  Partnership  Interests.  Unless   specifically   withdrawn, any
        objections made by Buyer to the status of title during Buyer's  previous
        review of title under the  Agreement,  shall be deemed to be included in
        any such writing whether or not specifically  mentioned,  and any matter
        not so objected to as part of  Buyer's  prior  review of title  shall be
        deemed to be  approved  by Buyer.  Within ten (10) days after receipt of
        Buyer's  notice of  objection  to any title  matter,  Seller will notify
        Buyer if  Seller will  undertake  to attempt  to cure the  objectionable
        title  matter.  If Seller  elects not to cure the objectionable  matter,
        Buyer shall, by notice to Seller given within ten (10)days after receipt
        of  Seller's  notice,  either terminate this Amendment or waive all such
        title objections which Seller has not agreed to cure.  If Seller  elects
        to  cure the  objectionable  matter but is unable to do so after  thirty
        (30) days,  Buyer can elect to give Seller an additional 15 days to cure
        or  terminate  this  Amendment.  If after  such additional  period,  the
        defect   is  still  not  cured,  Seller  or  Buyer  can  terminate  this
        Amendment.   Any  termination  pursuant  to this  Section  shall  result
        in return  of the  earnest  money deposit(s)  to  Buyer.  Seller  has no
        obligation to cure any title defects disclosed by the  title commitment,
        but  Seller  agrees  it will keep title to the Real Property in the same
        condition  (except for (i) defects  which Seller may elect to cure,  and
        (ii) Leases entered into by Seller in accordance with the Agreement  and
        this  Amendment).   H'TOWN shall be permitted to convey to Prime Retail,
        L.P. or an affiliate  thereof title to any real property owned by H'TOWN
        but  not  included  in  the  Real Property.  The Title Insurance Company
        shall obtain  reinsurance in such amounts and with such companies as are
        approved by Buyer,  whose  approval  will not be unreasonably  withheld.
        Buyer is to be given the right of direct access to any one or more
        reinsurers at its election.
<PAGE>
6.2.            Policies.   The title insurance commitment shall be brought down
        to  a  current date at the time of  closing, and  at closing it shall be
        marked  down  or  endorsed  by the Title  Insurance  Company.  Buyer and
        Seller  shall each provide such copies of their  documents of formation,
        resolutions  and  good  standing  certificates  as  required  of them in
        Schedule B-I of the title commitments.  The final title policy is not to
        contain  the  standard printed  exceptions  normally  contained in title
        policies.   The "gap"  will be deleted from the commitment at closing as
        will  all items  listed  in  Schedule  B-I.   Seller shall pay all costs
        and    expenses  for   issuance  of  the  title   insurance  commitment,
        endorsement  of  the owner's  title insurance  policy as provided herein
        and  any  endorsements  and/or  title  policies  required by the Lender.
        In  the  event  the  title  insurance  commitment  is  issued by a title
        insurance   agent  rather  than  a  branch office of the Title Insurance
        Company,  a  title  insurance  protection  letter issued  by  the  Title
        Insurance  Company  and  addressed to Buyer will be supplied.  The final
        policy will  contain  affirmative  insurance endorsements, insuring that
        none  of  the restrictions  applicable  to  the real Properties has been
        violated  to  date  and that a  future  violation  will not  result in a
        reversion  or forfeiture of title and shall contain all the endorsements
        contained in Title Commitment No. 4500-41977.  However, the providing of
        such  insurance  shall  not,  in  and  of  itself, render acceptable any
        otherwise  objectionable  restriction hereunder.
<PAGE>
                                    ARTICLE 7
                                     SURVEY

7.1.            Existing  Surveys  and  Updates.    As   part  of  the  Property
        Materials, Seller has delivered to Buyer an existing as-built  survey of
        the Real Property under seal of a surveyor licensed in Maryland.  Seller
        shall have the survey  updated or redone by the same or another surveyor
        under current date so that the standard  survey  exceptions  are removed
        from the title policy.  If the updated survey shows  any encroachment on
        the Real Property  surveyed,  or that  improvements  located on the Real
        Property surveyed in fact encroach  on lands of others or violate any of
        the applicable  setbacks or restrictive  covenants, or that there is not
        access  to the  Real Property surveyed from a public road, or that there
        are any gaps, gores,  hiatuses,  or overlaps,  the same shall be treated
        as  a  title  defect,  and the provisions and  conditions of Section 6.1
        shall  govern  any obligation of Seller to cure the title defect and any
        rights of Buyer.

                                    ARTICLE 8
                              PARTNERSHIP INTERESTS

8.1.            Purchase   and  Sale.     Anything  in  this  Amendment  to  the
        contrary  notwithstanding,  the  purchase  and  sale  hereunder shall be
        structured  as  a  purchase by Buyer of all the Partnership Interests of
        the Selling  Partners in lieu of a purchase of the Property, as provided
        in  Section  2.1.  The  ownership  structure when closing is complete is
        depicted  on  Exhibit  V,  subject  to  Lender approval. At closing, the
        agreement  of   limited  partnership  of  H'TOWN  shall  be  amended  as
        determined by Prime Retail, L.P. and TOWL and approved by the Lender.

8.2.            Agreement with Respect to Partnership Interests. Upon closing of
        the  purchase  and sale of the Partnership Interests, and as a condition
        thereof, the following will be provided to Buyer:

        A.      If  and  when  requested  by Buyer,  an election  on the part of
                H'TOWN   under   Section 754 of the  Internal Revenue Code, but
                only if required by Buyer.
<PAGE>
        B.      Indemnification   from  Prime  Retail,  L.P. in form and content
                reasonably  satisfactory  to  Buyer indemnifying  H'TOWN and its
                new  partners  from  and  against any and all claims that may be
                asserted by  creditors  of H'TOWN or other third  parties making
                any claim  against H'TOWN  or  its new partners  for any alleged
                obligation or liability claimed to exist prior to closing except
                those which  Buyer  has  specifically  agreed   pursuant to this
                Amendment  are to remain in place and be assumed by Buyer.  Such
                indemnification  shall  be  secured for a period of  twenty-four
                (24)  months  after  closing  by  a right of set off against the
                management  fees  payable  pursuant to the  Management Agreement
                (as  defined  in  this Amendment) and pursuant to the Management
                Agreements  executed  pursuant to the Agreement  with The  Prime
                Outlets   of  Birch  Run,  L.L.C.  and  The   Prime  Outlets  at
                Williamsburg,  L.L.C.  The "Owners"  under each of the aforesaid
                Management   Agreements (including  the  Management   Agreement)
                shall  have  the  right to set off against management  fees  and
                leasing  commissions  payable  pursuant  to  any  and  all  such
                Management  Agreements  all  costs,  expenses,  attorneys  fees,
                and  liabilities of every kind and nature incurred as the result
                of   assertion  of  any  claim  indemnified  against  under this
                Section  8.2B;  provided,   however,  that  Prime  Retail,  L.P.
                is  given reasonable notice of each claim for which a set off is
                sought and  opportunity  to pay, defend or contest such claim.

        C.      Evidence  of  the authority and certificates of good standing in
                the  states of  organization (and Maryland, if they are required
                to  register to transact business there) of all Selling Partners
                who  are not individuals to sell their Partnership Interests and
                corporate  resolutions,  trust  resolutions,  limited  liability
                company  resolutions  or partnership resolutions authorizing the
                actions of any corporate,  trust, limited liability  company and
                partnership  Selling  Partners and, if applicable, their general
                partners, trustees, members and managers.

        D.      A  certified  copy  of the  Certificate of  Limited  Partnership
                of  H'TOWN  filed  in  Delaware  and the qualification documents
                filed in Maryland.
<PAGE>
8.3.            Tax Returns.     H'TOWN   and  Selling  Partners agree that they
        will  file  H'TOWN's  tax  return  for  the  year 2001 up to the date of
        closing on or before  the  time  prescribed  by  applicable  law as well
        as a final tax return  for  H'TOWN  up  to the  date of closing; and all
        of the Selling Partners  will pay when due any taxes which may be due or
        owing for all periods  prior to closing as a result of their having been
        partners of H'TOWN.  The  indemnification  contained  in  Section 8.2(B)
        shall  apply with  equal force to breach of  any  agreements pursuant to
        this Section 8.3, which agreements shall survive closing.

                                    ARTICLE 9
                         REPRESENTATIONS AND WARRANTIES

9.1.            Representations and Warranties  of  Seller.   H'TOWN  and  Prime
        Retail, L.P.  (collectively  "Selling Parties")  and  the  other parties
        comprising  Seller  hereby  represent  and  warrant  all of following to
        Buyer,  which  are true and correct as of the Effective Date and will be
        true and correct as of the closing date, and all of such representations
        and warranties shall survive closing for a period of 18 months:

        A.      Each  of  the  parties comprising Seller, BRWH, Selling Partners
                and  Borrowing  Entity  is  a  duly  formed and validly existing
                limited  partnership,  limited liability company, corporation or
                trust  as  the  case  may  be,  under  the  laws of the State of
                formation,  and  each  is, if required by law, duly qualified to
                transact  business  in the State in which the Project it owns is
                located.   All   appropriate   resolutions   and  authorizations
                precedent  to  such parties' authority and power to execute this
                Amendment  and  perform  their  obligations  hereunder have been
                properly and duly taken.

        B.      Other than  the  Bonds  or as reflected in financial information
                provided,  real  property  tax  bills,  and  special  assessment
                notices,  if any, there are no impact fees or hook up fees which
                will  be  due  or  payable  by  Buyer  or  H'TOWN  after closing
                hereunder to any utility company or supplier, or governmental or
                quasi-governmental  authority  as  a  result of or in connection
                with development of any portion of the Project.
<PAGE>
        C.      To   Selling   Parties'   and   Seller's  knowledge,  the  legal
                description  which is  attached to this Amendment as Exhibit VII
                describes the Real  Property fully and does not omit any portion
                thereof. The Project contains the approximate acreage and square
                footage reflected on Exhibit VIII.

        D.      To  Selling  Parties'  and  Seller's knowledge, (i) there are no
                violations  by  Seller  of  any  copyrights  or  trademarks with
                respect to any of the Personal Property, and (ii) no claims have
                been  asserted  against  use  of  the  name  "Prime  Outlets  at
                Hagerstown".  Seller  has  full  right,  power  and authority to
                authorize  Buyer  to  utilize  said  name  and  will defend same
                against all third party claims.

        E.      To Selling Parties' and Seller's  knowledge, all of the Property
                Materials  delivered or to be delivered to  Buyer   (other  than
                lease   abstracts   and   lease   summaries   as   to  which  no
                representations   or   warranties   are   made  except  for  the
                Supplemental  Lease Materials to be delivered to Buyer  pursuant
                to  Section  4.2)  are  true,  correct  and  complete   with  no
                misstatements and with no material  omissions.   Notwithstanding
                anything  to the contrary  contained in this  Amendment,  (i) no
                representations   or  warranties  are  made  with respect to the
                financial  condition of any tenant,  including The Home Company,
                of the Project  or as  to the  accuracy or  completeness  of any
                financial  information on  any tenant of the Project,  including
                The Home Company, provided to Buyer, and (ii) income statements,
                operating statements and rent rolls (other than the rent roll to
                be provided as part of the Supplemental Lease Materials) may not
                take into account various rights of certain tenants  under their
                leases  to  pay  reduced  rental  charges  under  so-called most
                favored   nations  clauses  or  similar  clauses  and  no  party
                comprising Seller or Selling  Partners  shall have any liability
                to  Buyer  on  account  of  any  inaccuracy  in  such  materials
                resulting therefrom.

        F.      All  service  contracts,  leases  (other than tenant Leases) and
                other contracts of any kind or nature are for $10,000.00 or less
                per  contract  or  are  terminable  on  30 days'  notice or less
                (except as may be listed on Exhibit IX or disclosed in the title
                insurance  commitment  or e xcept  as permitted in Section 10.2)
                which  will  be  binding  upon Buyer or H'TOWN after the closing
                date.
<PAGE>
        G.      Except  as set forth on Exhibit X, H'TOWN has received no notice
                of  any  violations  of  any  portion  of  the  Project from any
                governmental   agency  or  authority  and  to  Selling  Parties'
                knowledge a ll permits and governmental authorizations which are
                appropriate  or  necessary for construction and operation of the
                Project have been duly issued, are in full force and effect.

        H.      To  Selling Parties' and Seller's knowledge, except as disclosed
                in  H'TOWN's  existing  environmental reports delivered or to be
                delivered  by  H'TOWN  to  Buyer  hereunder,  there  is  (i)  no
                contaminant, pollutant or toxic or hazardous waste, substance or
                gas  in, on,  under,  over  or  affecting  any  part of the Real
                Property or its water supplies and (ii) no adverse environmental
                condition   or  violation   of   any  local,  state  or  federal
                environmental  law  with  respect  to  the  Property or any part
                thereof.

        I.      No  brokerage  commission  or compensation of any kind is due or
                will  be  due  from  Buyer,  H'TOWN  or the Project or the rents
                therefrom  for  the  leasing of any space in the Project (except
                for  leasing  commissions  that  may  be payable pursuant to the
                Management  Agreement  for  leases  entered into after closing).
                Leasing  commissions  for Leases e ntered  into  after  the date
                hereof  shall  be  governed  by  the  provisions of Section 10.2
                hereof.

        J.      Selling Parties and Seller have no  knowledge  of any pending or
                contemplated condemnation or eminent domain proceeding or of any
                moratorium affecting any portion of the Project.

        K.      To  Selling  Parties' and Seller's knowledge, there are no third
                party  claims  pertaining to or affecting the Property or H'TOWN
                except for rights of tenants arising under the Leases, rights of
                the  Lender  under  the  Mercantile  Loan  documents,  rights of
                parties  under  contracts  listed  on  Exhibit  IX and contracts
                referred  to  in  paragraph  F  above,  tort  and similar claims
                covered  by  insurance  maintained  by Seller, rights of parties
                that  will  be  reflected  in  the  title  insurance  commitment
                delivered  by  Seller  to Buyer hereunder, and those matters set
                forth on Exhibit XI.
<PAGE>
        L.      Except  for leasing or financing  arrangements  entered  into in
                the  ordinary  course  of business and taken into account in the
                operating   expenditures   of   the  Project  in  the  financial
                information delivered  by Seller to Buyer or entered  into after
                the Effective Date in accordance with the  provisions of Section
                10.2 hereof,  and except for rights of architects  and engineers
                in the plans and specifications,  H'TOWN  is  the  owner  of the
                Personal  Property  (other  than  the Bonds,  ownership of which
                shall  be  transferred  to  H'TOWN by Prime  Retail,  L.P. at or
                prior  to  closing,  subject to  the  provisions  of Article 22,
                subject  to  the  lien  securing the  Mercantile  Loan) free and
                clear of all liens, third  party  claims and encumbrances except
                for    security    interests   therein   incident   to  existing
                financing  for the  Project  (which  will be  released  prior to
                closing except those pertaining to  the Mercantile Loan) and the
                Mercantile Loan.

        M.      To  Selling  Parties'  and Seller's  knowledge and to the extent
                needed, all  electricity, telephone, drinking water,  irrigation
                water,  water  for  fire  purposes,  sanitary  sewage  and storm
                drainage   capacity   in   sufficient  quantity  to service  the
                Project and  its tenants  adequately  is  available  to the Real
                Property and is fully hooked up and operable without  payment by
                Buyer, H'TOWN or the  Project  after  closing  h ereunder of any
                impact or  connection  fees,  and all necessary  and appropriate
                approvals for same have been obtained.  The only fees payable by
                Buyer or H'TOWN in connection with such  utilities after closing
                shall be normal  usage  fees, unless otherwise disclosed  in the
                real  property  tax  bills,  special  assessment notices,  title
                commitments  or  financial  information  provided  to  Buyer  in
                connection herewith.

        N.      To Selling  Parties' and Seller's knowledge and unless otherwise
                disclosed  in  the  real  property tax bills, special assessment
                notices or title commitment, all entrances and curb cuts for the
                Real  Property  reflected  on  the  as-built  survey  have  been
                approved  by  all  governmental  and  quasi-governmental  bodies
                having  jurisdiction  thereover,  and  any  road construction or
                installation of traffic signals or similar off-site improvements
                which were required as a result of construction or  operation of
                the Project has been fully completed and paid for.

        O.      Unless  otherwise  disclosed  in  the  title commitment, Selling
                Parties and Seller have no knowledge of any pending governmental
                or  quasi-governmental   assessment  liens  or  of  any  planned
                improvements that  might  result in any assessments being levied
                by a governmental or  quasi-governmental  authority  against the
                Project,  other   than   the   existing  assessments  levied  in
                connection with the Bonds.

        P.      There are no collective bargaining or union  agreements with any
                employee  of H'TOWN, and no employee contracts or  relationships
                exist which will be binding upon H'TOWN or Buyer after closing.
<PAGE>
        Q.      The  Rent  Roll  attached  as  Exhibit II is a true, correct and
                complete depiction of those terms set forth on the Rent Roll for
                all  Leases  for  the  Project as of the date of such Rent Roll,
                all of  which  are  in  full  force  and  effect  with no  known
                defaults  thereunder  by  the  Landlord  or  Tenant,  except  as
                disclosed  on  Exhibit XII.  To  Selling  Parties'  and Seller's
                knowledge, except as set forth on Exhibit  XII, all  Leases  are
                valid and enforceable  in  accordance  with their terms.  Except
                as disclosed  in the Leases, no tenant will be entitled  to  any
                concession or rebate after Closing.  No tenant improvement funds
                or allowances  will be due from Buyer or H'TOWN after closing as
                to   any  Lease  in  effect  as  of  Closing  except  for tenant
                improvement payments which are credited to Buyer at Closing  and
                placed  by  Buyer  in  escrow  to  be  used solely to pay tenant
                improvements.  To Selling Parties' and Seller's  knowledge,  all
                spaces  within  the  Project  may  legally  be  occupied for the
                purposes for which they are leased.

        R.      Except as disclosed on Exhibit XI, H'TOWN has received no notice
                of  any  actions or claims filed or threatened by anyone against
                the Real  Property  or  Personal  Property,  Seller or  Seller's
                agents in connection with any personal injury or property damage
                sustained  by  reason  of  the  development,  use,  occupancy or
                operation of the Project.

        S.      All appropriate resolutions and authorizations precedent to each
                of  the  Selling  Partner's  authority  to  sell its Partnership
                Interest and to perform its  obligations  in connection herewith
                have  been   properly  and  duly  taken,  except  for government
                approvals required to transfer the Bonds to H'TOWN, which Seller
                shall,  subject to the provisions of Article 22, obtain prior to
                closing.

        T.      H'TOWN  has not had any employees during its existence to or for
                whom  there  will  be  any  obligations  after  the closing date
                (except  for  the furnishing of W-2 forms, and payments of final
                paychecks,  benefits  and withholding, all of which will be done
                timely by the Selling Partners  and  at their cost and expense),
                including, without  limitation,  obligations  for  compensation,
                withholding taxes, ERISA and employee benefits.

        U.      At closing, there will be no third-party claims pertaining to or
                affecting any of the Partnership  Interests  being  sold, all of
                which will vest in  Buyer  free  and clear  of  all  third-party
                liens, claims and encumbrances.

        V.      Borrowing Entity is 100% owned by H'TOWN.  Borrowing  Entity has
                no liabilities  except in connection with the Mercantile Loan.

        W.      All income taxes, withholding  taxes,  franchise  taxes  and all
                other  liabilities  of  every  kind  and nature of H'TOWN except
                those being expressly assumed  pursuant  to  this  Amendment and
                claims fully covered  by  insurance will, upon conclusion of the
                closing, be fully paid and there shall be  no  sums due or owing
                to any third parties whatsoever except to  the  extent  same are
                fully disclosed to Buyer at or prior  to  closing and covered by
                the indemnification under Section 8.2.B.
<PAGE>
        X.      The  copy  of  the  Agreement  of  Limited Partnership of H'TOWN
                attached as Exhibit XIII is a true, correct and complete copy of
                the  original  which  is  in  full  forc e and effect and is not
                modified or amended except as  indicated on Exhibit XIII.  There
                are no general partners of H'TOWN except  Prime Retail, L.P. and
                no limited partners of H'TOWN except  Prime Retail, Inc. Each of
                the  Selling  Partners owns  and  will  convey  its  Partnership
                Interest pursuant to this Amendment free and clear of all  third
                party liens, claims and encumbrances of every kind.

        Y.      The copy  of the letter from Mercantile Bank attached as Exhibit
                XIV is a true, correct  and complete copy of the original  which
                remains in full force and effect  according  to  its  terms  and
                which is unamended and unmodified.

        Z.      The Mercantile Loan is current  and  in  good  standing  with no
                defaults thereunder  by  H'TOWN  or  any  borrower,  obligor  or
                guarantor thereunder and all representations and warranties made
                by all of such parties  in  connection  with the Mercantile Loan
                are true and correct except that representations  and warranties
                regarding the financial condition of Selling Partners may not be
                accurate.

9.2.            Update.  At the time of closing,  Seller and Prime Retail,  L.P.
        will update the representations and   warranties  contained  in  Section
        9.1(G),  (H),  (J),  (K),  (L),  (M),  (O),  (Q)  and  (R) if  they  can
        truthfully do so. If they cannot do so as to any such  paragraphs,  then
        Seller and Selling  Parties  shall be  in default  hereunder  unless the
        inability to update a  representation  and  warranty  is  the  result of
        actions of H'TOWN permitted pursuant to Section 10.2 or if the inability
        to update arises from any event beyond the  reasonable control of Seller
        or  Selling  Parties  or  from  any  act  or  omission  of a third party
        unrelated to S eller or Selling  Parties  and  which  cannot  be  timely
        corrected by  Seller or Selling Parties by an expenditure of funds which
        in the aggregate will not exceed $250,000;  provided,  however, if there
        has been a notice of violation of the kind encompassed by paragraph (G),
        and if the cost to rectify same in Buyer's  reasonable  estimation  will
        not  exceed   $250,000  [in  the  aggregate  if  there  is more than one
        (1)  violation], then Seller or Selling  Parties shall not be in default
        but shall agree with Buyer to rectify the violation at Selling Partners'
        sole  cost  and  expense.  To  secure  Selling  Partners' obligation  to
        rectify the violation Selling Partners  will  deposit a sum equal to one
        hundred   thirty  percent  (130%)  of  the  estimated  cost to  complete
        rectification  of the  violation  in escrow with the Escrow  Agent which
        shall  be  released  from escrow only when the  violation(s)  has (have)
        been  rectified  and final lien waivers are  delivered  from all parties
        supplying  work and/or  materials  in  connection therewith.  The amount
        placed in  escrow will not be the limit of Selling  Partners'  liability
        under  this  Section  if  the costs of rectification exceed the estimate
        plus thirty percent (30%) thereof.
<PAGE>
9.3.            Indemnification.  Seller  and Prime  Retail,  L.P.  hereby agree
        to indemnify  and  hold  Buyer free and harmless  from and  against  all
        claims,  costs and  expenses incurred by Buyer as a result of a material
        breach  of or  the material  falsity  of any of the  representations  or
        warranties  pursuant to Sections 9.1 and 9.2 and, in  the event Buyer is
        made a party to any  arbitration,  mediation or  litigation  as a result
        of such breach or falsity,  Seller and Prime  Retail,  L.P. will pay all
        the costs and  expenses  thereof including  reasonable  attorneys' fees.
        The provisions of this Section 9.3  will survive  the closing  as to any
        claim  hereunder  asserted  by  Buyer  within eighteen (18) months after
        closing  hereunder.  If  Buyer has actual  knowledge of  representations
        and  warranties  being  incorrect  and then  closes,  breach of the
        warranty is deemed waived.

9.4.            Representations and Warranties of Buyer. Buyer hereby represents
        and warrants all of following to Seller and Selling Partners, which  are
        true  and correct as of  the Effective Date and will be true and correct
        as of the closing date,  and all of  such representations and warranties
        shall survive closing for a period of 18 months:

        A.      Buyer is a duly formed and  validly existing  limited  liability
                company under the laws of the State of Florida, and is or, prior
                to Closing, will be duly qualified to  transact  business in the
                State in which the Project is located, if  such qualification is
                required  by  applicable law.  All  appropriate  resolutions and
                authorizations  precedent  to  Buyer's  authority  and  power to
                execute  this  Amendment  and  perform its obligations hereunder
                have been properly and duly taken.

                                   ARTICLE 10
                               OPERATING COVENANT

10.1.           Maintenance  and  Operations.  Seller and Selling  Parties agree
        and covenant that H'TOWN will during the term of this Amendment operate,
        manage and maintain the Project  in its present  condition,  normal wear
        and tear excepted,  and at least to the same standards  which H'TOWN has
        operated,  managed  and  maintained  the  Project prior to the Effective
        Date.  H'TOWN shall comply with all material obligations of the landlord
        under  the  Leases  and  all  other  material agreements and contractual
        arrangements  affecting  the Project  by which  H'TOWN is bound.  H'TOWN
        shall  provide  written  notice  to  Buyer of any notice  from any party
        alleging that H'TOWN is in material default in its obligations under any
        of the Leases or under any permit,  agreement or Loan document affecting
        the  Property or any  portion  or  portions thereof as well as any other
        notices  pertaining  to  or  affecting  the  Project in any material way
        received  from  any  governmental  or  quasi-governmental  body, utility
        supplier or fire underwriter.
<PAGE>
10.2.           Contracts  and  Leasing.  No contract out of the ordinary course
        of  business  for  or  on  behalf of or affecting  H'TOWN or the Project
        shall be  negotiated or entered into which is in excess of $10,000.00 or
        cannot be  terminated on 30 days' or less notice unless Buyer shall have
        approved  same, which  approval will not be unreasonably  withheld.  Any
        and all new Leases and  renewals  other than those  renewals of existing
        Leases  (the  terms of which  are contained  in the  Leases  provided to
        Buyer as part  of the Property  Materials)  entered  into from and after
        the Effective Date  shall be  subject to Buyer's  prior  approval, which
        approval shall not be  unreasonably  withheld  or delayed  (and shall be
        deemed given if written  objection is not made within eight (8) business
        days after  receipt).  All of such Leases and  renewals  shall be in the
        ordinary  course of H'TOWN's  business and shall  be for  a use which is
        consistent with the present  operations of the Project.  Notwithstanding
        anything to the contrary in this  Amendment,  H'TOWN  may modify  Leases
        during  the  Investigation  Period in  order to resolve  any issues that
        may have arisen with tenants  thereunder   with  respect to most favored
        nation and other  provisions of such Leases that  may permit the tenants
        thereunder to pay  reduced rental  charges.  Such  modifications  may be
        made, however,  if, but only if, either (i) there is negligible  adverse
        impact on Net Operating  Income  or (ii) Buyer  has  consented  thereto,
        such consent not to be  unreasonably  ithheld.  Copies of all Leases and
        modifications  entered into by H'TOWN after the Effective  Date shall be
        delivered  to Buyer  promptly  after  complete  execution  thereof.  All
        leasing  commissions,  including  leasing  commissions  to  third  party
        brokers, and tenant improvement allowances for Leases entered into after
        the  Effective  Date  and  prior  to  closing  in  accordance  with  the
        provisions of  this Section 10.2 shall be paid by Selling  Parties prior
        to closing hereunder (except for tenant  improvement allowances not then
        payable  which  shall  be  credited to Buyer and escrowed as provided in
        Section 9.1.Q), and neither Seller nor any affiliate of Seller shall  be
        entitled  to  any  leasing  commissions  as  to  such  Leases  under the
        Management  Agreement.   H'TOWN  will  not  enter  into any new personal
        property leasing or  financing  arrangements  on or after the  Effective
        Date  except  in  the  ordinary  course  of business where impact on Net
        Operating Income is negligible.

10.3.           Liabilities.   Except  to  the  extent  closing  adjustments and
        prorations  have taken  into  account  any obligations, expenses, costs,
        liabilities or  claims  accruing for periods before the closing date and
        in any way  pertaining  to or arising  from the  ownership  or operation
        of either  H'TOWN or the  Project, Selling  Parties shall be responsible
        to pay the  same when due.  Prime Retail,  L.P.  agrees to indemnify and
        save  Buyer  and  H'TOWN  free  and  harmless  from all of such  claims.
        This  Section  10.3  will survive closing.  Buyer  shall  pay  all  such
        obligations, expenses, costs, liabilities  and  claims first arising for
        periods   after  the  closing  date  pertaining  to or arising  from the
        ownership  or operation of  either  H'TOWN  or  the  Project  and  shall
        indemnify  and save Selling  Partners free and harmless from all of such
        claims,  unless  such  claims  arise from  a breach by Seller or Selling
        Parties of a  representation  and warranty under this Amendment of which
        Seller  is  given  notice prior to the expiration of such representation
        or warranty.  Anything in this Amendment to the contrary notwithstanding
        there shall not be any  time limit on Buyer's  ability to assert a claim
        against  Selling  Partners  for  any  unpaid  taxes of H'TOWN arising or
        attributable to the period of time prior to closing hereunder.
<PAGE>
                                   ARTICLE 11
                              CONDITIONS PRECEDENT

11.1.           Buyer's  Preconditions.  The  following are conditions precedent
        to  Buyer's  obligations  under  this Amendment and in the event any one
        or more of such conditions  in  subparagraphs A, D, E, F, or G below are
        not  met  on  or  before the dates set forth (or the closing  date if no
        other  date  is set  forth),  Buyer  shall  have the  unqualified  right
        (which,  if  such failure  of condition  also  constitutes  a default by
        Seller or Selling  Partners,  shall be in addition to the other remedies
        available to Buyer on account of Seller's or Selling Partners' default),
        to  terminate  this  Amendment and obtain from Escrow  Agent a refund of
        its earnest money deposits.  If one or more of the conditions  precedent
        in  subparagraphs B, C, or H is not met,  Buyer's  sole remedy  shall be
        to extend  the  closing  date one  time  only for a period not to exceed
        thirty (30) days,  to  see  if  the  condition  can  then  be  met or to
        terminate  this  Amendment (on the applicable  extended  closing date if
        the  condition  is  still  not  met,  at Buyer's  election) and obtain a
        refund of its earnest money deposit(s) from Escrow Agent:

        A.      The  representations  and   warranties  of  Seller  and  Selling
                Parties shall be true and correct in all material respects as of
                the closing  date and Selling Partners, Seller and Prime Retail,
                L.P.  shall  have  performed all of their  material  obligations
                hereunder to be performed at or prior to the closing.

        B.      H'TOWN  will  have  obtained  and  delivered  to  Buyer estoppel
                letters  addressed  to  Buyer substantially in the form attached
                hereto as  Exhibit VI from tenants occupying at least 70% of the
                leasable  space  in  the Project. To the extent estoppel letters
                are not required hereunder and not obtained, H'TOWN will deliver
                to   Buyer   Selling  Partners'  affidavit  as  to  such  Leases
                containing  the  same  information  that  the  estoppel  letters
                contain.

        C.      There  shall  not  be  any  local  insurrection,  war, disaster,
                moratorium  preventing  tenants  from  operating, or other event
                (other  than  a  matter covered by Article 14 hereof) preventing
                the Real Property  from  being  occupied by a material number of
                tenants with concurrent right to tenants not to pay rent.

        D.      Any and all loans made by any  Selling  Partners  to H'TOWN will
                have been paid in full and will have been cancelled.
<PAGE>
        E.      A balance sheet dated as of the date of closing for H'TOWN shall
                be  delivered to Buyer reflecting that the only assets of H'TOWN
                are  the  Property, the Leases pertaining thereto, the contracts
                referred  to  in this Amendment and rights under this Amendment.
                No liabilities  are  to be  reflected on the balance sheet other
                than  liabilities  that  are  being  assumed  pursuant  to  this
                Amendment  and those that  will be paid and satisfied in full or
                fully  reserved and escrowed for or fully insured against at the
                time  of  closing  in  the  same  manner  as provided in Section
                9.1(W).

        F.      H'TOWN  will  have  delivered  to Buyer  a certified copy of its
                Certificate of Limited  Partnership  filed  in  Delaware and the
                qualification documents filed in Maryland for H'TOWN.

        G.      UCC  tax  lien  and  judgment searches on H'TOWN and all Selling
                Partners  will  be delivered  to Buyer reflecting the absence of
                any liens, security interests  or  encumbrances  against H'TOWN,
                the Partnership Interests or  the  Personal  Property except for
                (i) security interests  against  H'TOWN incident to and securing
                the Mercantile Loan,  (ii) equipment and other Personal Property
                leases otherwise permitted under this  Amendment and (iii) those
                that will be released at closing.

        H.      A certificate  addressed to H'TOWN, the Borrowing Entity and the
                Property  Entity  (the   "Certificate")  will  be  delivered  by
                Mercantile-Safe  Deposit  and  Trus   Company  stating  that the
                remaining  principal   balance  of  the  Mercantile  Loan (after
                payment   of    $2,200,000.00    principal   at    closing)   is
                $46,862,000.00.  (Seller  and  Prime Retail,  L.P. will exercise
                commercially reasonable  efforts  to have the  certificate  also
                state that the  Mercantile Loan is current and in good  standing
                with no  known defaults thereunder but such additional statement
                is not  a  precondition hereunder, nor shall a failure to obtain
                such additional statement constitute a default hereunder.)
<PAGE>
11.2.           Seller's  Preconditions.  The  following   are  preconditions to
        Seller's obligations under this Amendment and in the event the condition
        in subparagraph A below is  not met on or before the closing date, Buyer
        shall  be  in  default  hereunder  and Seller shall be entitled to avail
        itself of the remedy provided in Article 17:

        A.      The representations and  warranties  of  Buyer shall be true and
                correct as of the closing date and  Buyer  shall  have performed
                all of its material obligations  hereunder to be performed at or
                prior to the closing.

11.3    Mutual Precondition.  The following is a precondition to the obligations
        of all parties to this Amendment and, if not met, will entitle any party
        hereto  to terminate this Amendment, in  which  case  the  earnest money
        deposits  paid by  Buyer  will  be  refunded  to Buyer:  Mercantile-Safe
        Deposit  and Trust Company will hav e consented  to  the transfer of the
        Partnership Interests and continuation  of  the  Mercantile  Loan on the
        terms  set  forth  in  this  Amendment  pursuant to documents reasonably
        satisfactory to Buyer and Seller.

                                   ARTICLE 12
                                     CLOSING

12.1.   Place, Time, Etc.  Subject  to  satisfaction or waiver of the conditions
        precedent  to  closing  set  forth  in  Article  11  above and the other
        provisions  of  this  Amendment,  closing  shall  take place in Orlando,
        Florida at  the office of the  Title Insurance  Company or the office of
        Buyer, or at such  other place as the parties may mutually agree on that
        date which is thirty (30) days after expiration of the Investigation
        Period.

12.2.   Documents,  etc.  by  Seller. H'TOWN, Selling Partners and/or Seller, as
        appropriate, shall cause  copies  of  the  form of all closing documents
        that are to be prepared by  them to be  delivered to Buyer for review at
        least five(5) days prior to closing. The  documents  and other materials
        to be executed (where applicable) and  delivered  (where  applicable) by
        Seller for closing include:
<PAGE>
        A.      Closing Statement.

        B.      Intentionally omitted.

        C.      Intentionally omitted.

        D.      Intentionally omitted.

        E.      Notices to tenants of the Project, if applicable.

        F.      License Agreement of right of  use of the name "Prime Outlets at
                Hagerstown" per Section 16.2.

        G.      Seller's  Affidavit  typically  required  by the Title Insurance
                Company.

        H.      FIRPTA Affidavits from all Selling Partners.

        I.      Certificate   updating   representations   and   warranties   in
                accordance with Section 9.2.

        J.      Evidence  of  the  authority  of  the  Seller,  H'TOWN,  Selling
                Partners and, if applicable, the constituent partners of Selling
                Partners  to act  and corporate (or other entity, if applicable)
                resolutions authorizing the actions of any such party.

        K.      Certificates of good standing of the corporate (or other entity,
                if  applicable)  general  and limited partners of H'TOWN and, if
                applicable, the constituent  partners of Selling Partners in the
                states of their organization and, if required by law, to qualify
                to do business in the State of Maryland.

        L.      Delivery  of  all original permits, licenses, leases, contracts,
                approvals,   plans,  specifications,   surveys,  certifications,
                warranties,  and authorizations referred to herein and all items
                of  Personal  Property  (including  evidence  of transfer of the
                Bonds,  subject  to  the  provisions  of  Article 22), including
                originals  of the  Property Materials in Seller's  possession or
                control.  Included  within  the term  "warranties"  are  all  of
                H'TOWN's and Prime Retail,  L.P.'s  rights,  if any,  pertaining
                to  the  Project  against  Seller's architects, engineers, other
                professionals,  contractors,  manufacturers, suppliers and other
                third parties.
<PAGE>
        M.      Amendment to Pledge Agreement in accordance with Section 1.13.

        N.      Estoppel  letters  from  tenants  (and  affidavits of Seller per
                Section 11.1.(B) if applicable).

        O.      Management Agreement.

        P.      Mercantile Loan  assumption documents (as soon as possible after
                the Lender has provided same).

        Q.      Amendment  of  Joint Venture Agreement as provided under Article
                16.

        R.      Assignments  of  Partnership  Interests b y the Selling Partners
                with warranties of title.

        S.      All  documents  appropriate  or  necessary  in  connection  with
                assignment  of  the  Bonds  from  Prime  Retail, L.P. to H'TOWN,
                including  endorsement  thereof  and  required  consents  to the
                transfer, subject to the provisions of Article 22.

        T.      Covenant Not To Compete per Section 16.3.

        U.      Articles of Organization, Operating Agreement and certificate of
                good standing of the Property  Entity and  the  Property  Entity
                Subsidiary.
<PAGE>
        V.      Original Agreement of Limited Partnership of H'TOWN and original
                and current Certificate of Limited Partnership.

        W.      Indemnification  agreements and all other instruments, documents
                and materials  required  pursuant  to  this  Amendment including
                Sections 9.2, 9.3 and 1.13.

        X.      Declaration(s)  of  Easements   and   Restrictions  pursuant  to
                Section 16.5.

        Y.      Documents to  change  the  bank  account  or signatories  on the
                present bank account where rents from the Project are deposited.

        Z.      Documents required pursuant to Section 22.2, if applicable.

12.3.   Documents, etc. By Buyer. Buyer shall cause copies of documents that are
        to be delivered by  Buyer to Seller at closing to be delivered to Seller
        for  review  at  least five (5) days prior to closing. The documents and
        materials  to  be  executed  (where  applicable) and/or delivered (where
        applicable) by Buyer for closing include:

        A.      Evidence  of  the  good standing and  qualification  to transact
                business  in  the State of Florida and in the state of Maryland,
                for Buyer, if required by applicable law.

        B.      Evidence of authority of Buyer to act and resolution authorizing
                the  actions  of  the  general  partner signing on behalf of the
                Buyer.

        C.      Sufficient funds  to the Title  Insurance Company escrow account
                to complete the closing.  (The funds need not be delivered until
                the day of closing.)
<PAGE>
        D.      Covenant Not to Compete.

        E.      Management Agreement.

        F.      Articles  of  Organization  and Operating Agreements of Property
                Entity and Property Entity Subsidiary.  .

        G.      Mercantile Loan  Modification Documents.

        H.      Amendment  to  Joint Venture Agreement as provided under Article
                16.

        I.      The License Agreement referred to in Section 16.2.

        J.      Declaration(s) of Restrictions pursuant to Section 16.5.

        K.      Amendment to H'TOWN agreement of limited partnership.

        12.4.           Further Documents.   Buyer  and  Seller  each  agree  to
                execute  all the  documents  contemplated  by this Amendment  to
                be  executed  by  them  to  complete closing  hereunder and such
                further documents  and  instruments and to deliver to each other
                such  further  materials  in  their  possession  at closing  (or
                thereafter if forgotten at closing or if the need did not become
                apparent until after closing) as may be necessary or appropriate
                to accomplish  the purpose and intent hereof.  All documents are
                subject to the approval of Seller,  Selling  Partners and Buyer,
                which  approval  will  not  be unreasonably withheld or delayed.
                Under  no  circumstances  shall  any deed or other instrument of
                conveyance  of  the  Real  Property  be  executed,  delivered or
                recorded  in  connection  with  the transactions contemplated by
                this Amendment.

                                   ARTICLE 13
                       CLOSING ADJUSTMENTS AND PRORATIONS

13.1.           The  following  items  are  to  be  apportioned at closing in an
        equitable  manner as of 11:59 p.m. on the last day immediately preceding
        the day  on which the closing occurs ("the Adjustment Date") so that the
        income and expense items with respect  to the period on and prior to the
        Adjustment Date will be for  the  account  of  Selling  Partners and the
        income and expense items with respect to the period after the Adjustment
        Date will  be for Buyer's account in the same  manner as if the sale and
        purchase were of the Property instead of the Partnership Interests.
<PAGE>
        A.      Rents as  and when collected.  If  at the time of the Adjustment
                Date there are basic rents owed  by  tenants  that have not been
                collected by H'TOWN and are applicable  to  any  period  of time
                prior to the Adjustment Date, Seller  shall  deliver  to Buyer a
                schedule of such uncollected rents, and Buyer  agrees  that such
                rents, if and when collected, shall be paid by  Buyer to Selling
                Partners. Rents collected by Buyer  shall be  applied  first  to
                then current rents on a  tenant by tenant  basis, and only after
                they have been paid will  application  be made to past-due rents
                and then in reverse order of accrual.

                Any  percentage  rentals  received  after  the  closing date and
                attributable  entirely or in part to a period before the closing
                date shall be  allocated  between  Buyer  and  Seller  such that
                Seller's share with  respect  to each  tenant shall be an amount
                equal to the total percentage rentals received for such tenant's
                lease year, multiplied by a fraction  equal to  that  portion of
                such tenant's lease year  preceding  the closing date.  Prorated
                percentage  rentals will  be  paid by  the  party receiving  the
                percentage  rentals  from  the  tenants  within  ten  days after
                receipt, as and when received.

                Payments  of  utility,  common  area,  sprinkler, insurance, and
                other charges  (including, without limitation, sewer charges and
                insurance,  but  excluding  marketing  fund  or  promotion  fund
                charges)  from  tenants  shall  be  apportioned  in an equitable
                manner.  Marketing  fund or promotion fund charges and the costs
                expenses  paid or to be  paid with such charges shall be treated
                as a fund, which  shall not be adjusted at Closing. Instead, the
                fund balance, whether positive  or negative at Closing, shall be
                transferred to  the manager  under  the Management Agreement who
                shall continue to  collect all marketing fund and promotion fund
                charges and pay  any  marketing or promotion fund expenses after
                Closing  through  the  end  of  the  then  fiscal  year  for the
                marketing or promotion fund.  The Manager shall not be obligated
                to expend for marketing and advertising expenses in such  fiscal
                year more than the marketing and promotion fund charges received
                after Closing plus or minus (if the fund has a negative balance)
                the  balance  in  the fund  delivered to the Manager at Closing.
                After the expiration of the then fiscal year of the marketing or
                advertising  fund,  the  Manager shall deliver any excess moneys
                remaining  in  the  fund to the Buyer or, at Buyer's discretion,
                retain such  excess, in either case for application to marketing
                and promotion fund expenses subsequently incurred.

        B.      Real   estate   taxes   and   annual   installments  of  special
                assessments,  and   other  state,   county  or   city  taxes  or
                assessments, if any,  on the  basis of the fiscal year for which
                assessed. If the closing date shall occur before the tax rate or
                assessment is fixed, the apportionment of such real estate taxes
                at the  closing shall be  upon an estimate  of the taxes for the
                year of closing; provided,  however,  that  readjustment will be
                made based upon the actual tax amount, when determined.
<PAGE>
        C.      Amounts  paid  or  payable in respect of any  service  contracts
                that  remain in  effect and all  costs and  expenses incurred in
                common area maintenance charges, or insurance charges; provided,
                however that Buyer shall have no liability  on account of any of
                the  foregoing (other than costs and expenses included in common
                area maintenance charges),  unless  included  in  the  operating
                budgets,  or income and expense statements provided by Seller to
                Buyer prior to  the execution hereof.  Following issuance of any
                annual reconciliations to the tenants of the Project and receipt
                of any reconciliation payments due from  the tenants,  Buyer and
                Seller shall readjust the items under this  paragraph  C and the
                corresponding income items under paragraph A.

        D.      Personal  property  taxes,  if any,  on the  basis of the fiscal
                year for which assessed.  However, a readjustment shall be  made
                based  upon  the actual tax amount effective for the  Adjustment
                Date, when determined.

        E.      Water, electricity,  oil, gas, steam, telephone, sewer and other
                utilities based on actual charges when final meter readings have
                been obtained or  actual  expenses  determined.  Seller,  to the
                extent current readings are available, shall endeavor to furnish
                readings made on or immediately prior to the Adjustment Date.

        F.      Wages and payroll  taxes,  vacation pay and fringe  benefits for
                employees of Seller,  if any, to be hired by Buyer.

        G.      Such  other  apportionments  and adjustments as  are customarily
                apportioned  upon  the  transfers  of property  similar  to  the
                Project.

        H.      Interest on the  Mercantile  Loan  and any revenues, escrows and
                other deposits (exclusive of deposits which may secure potential
                liabilities of H'TOWN which arose  prior  to  closing hereunder,
                which  deposits  shall  be  paid  by  Selling  Partners  and, if
                refunded, shall belong to them) held under the Mercantile Loan.

        I.      Tenant security deposits.

        J.      Interest and principal on the Bonds, but the adjustment shall be
                paid as and when payments  thereof are received.  Principal  and
                interest  are  both payable in arrears,  interest  being payable
                semi-annually and principal being payable annually.
<PAGE>
13.2.           Liens.  Notwithstanding  the foregoing, certified, confirmed and
        ratified special assessment liens  as  of the date of closing  are to be
        paid by Seller unless (a) the Leases provide for the tenants to pay them
        under their Leases or (b) such  assessment  liens were  disclosed in the
        real property tax bills, special assessment notices or title commitments
        delivered  to  Buyer,  or (c)  the proceeds  of the  special assessments
        are used  to pay principal  and interest  on the Bonds.  Pending special
        assessments  which have not yet been assessed  against the Project as of
        the date of closing shall be assumed by Buyer,  provided, however,  that
        where the improvement has been substantially  completed  or where Seller
        or Selling Partners had  knowledge  of the  proposed  improvement  on or
        before the date of Closing,  such pending  lien shall be  considered  as
        certified, confirmed or ratified and Selling Partners shall, at Closing,
        be charged an amount equal to  the  last  estimate  by  the  appropriate
        public body of the assessment for the  improvement unless (a) the Leases
        provide for the tenants to pay same or (b) the  proceeds  of the special
        assessments are used to pay  principal  and  interest  on the Bonds,  in
        which case such special  assessments shall be adjusted between Buyer and
        Selling Partners as provided in Section 13.1 and paid thereafter by
        Buyer.

                                   ARTICLE 14
                                  RISK OF LOSS

14.1.           Damage.  If the  improvements at the Project are damaged by fire
        or other casualty prior to closing, then the following  provisions shall
        apply.  Seller shall promptly notify Buyer of the occurrence of the fire
        or other casualty.  If the cost of  restoring the damage, as  reasonably
        estimated  by  the  contractor   selected   by  Seller  to  perform  the
        restoration,  is  less than   $5,000,000,  then,  unless the Lender then
        holding the Mercantile  Loan requires  that  the  insurance  proceeds be
        applied to the  Mercantile Loan and Seller does not elect to provide its
        own funds for such  purpose  (provided,  however,  that if the amount of
        insurance  proceeds applied to  the  Mercantile  Loan  exceeds $500,000,
        Seller may not make such  election without   Buyer's  written  consent),
        Seller shall  proceed to  restore  the Project at  Seller's  expense and
        closing  shall occur as  scheduled   hereunder.  If  the Lender  holding
        the  Mercantile  Loan applies the insurance proceeds  to the  Mercantile
        Loan and the Seller  does  not elect  to provide  its own funds for such
        purpose,  or, if the  insurance  proceeds  so applied   exceed  $500,000
        and Buyer does not approve of Seller  providing   its own funds for such
        purpose  within  15 days  after  a request   therefor  from Seller, then
        Seller  shall  terminate  this  Amendment.   If  restoration  cannot  be
        completed  within 120 days after the closing  date set forth  herein, as
        reasonably  estimated  by the  contractor  selected by Seller to perform
        the  restoration,  Buyer may terminate  this Amendment by giving written
        notice to Seller  within  30  days  after Seller  notifies Buyer of such
        casualty and of the estimated time and cost of restoration.  If the cost
        of  restoring  the  damage  is  $5,000,000.00  or  more,  as  reasonably
        estimated  by  the  contractor   selected  by   Seller  to  perform  the
        restoration, either Seller or Buyer may terminate this  Amendment.
<PAGE>
14.2.           Taking.   In  the  event there shall be a threatened, pending or
        completed exercise of  the  power  of  eminent  domain  or  deed in lieu
        thereof of any material  or  substantial  portion of  the Project, Buyer
        shall have the option,  to  be  exercised  within 30 days after Buyer is
        given written notice thereof, (a) if  the amount  of  proceeds  from the
        condemnation  has  not yet been  determined,  to  postpone  the  date of
        closing for a period  of  up  to 30  days,  or (b) to  complete  closing
        hereunder  and  take an  assignment of the proceeds paid or to  be  paid
        therefore, or (c) either at such time or prior to the expiration of  the
        extension period as provided in (a) above, to terminate this Amendment.

14.3.           Termination.  Upon any  termination under this Article 14, Buyer
        shall be  refunded its entire earnest money deposit(s) and neither party
        shall have  any further  liability to  the  other  under this Amendment,
        except  that  the  indemnification and repair obligations of Buyer under
        Section 4.4 shall survive.

                                   ARTICLE 15
                                    EXPENSES

15.1.           Seller's  Expenses.   Subject to the provisions of Sections 1.13
        and 12.4,  Selling  Partners  shall  pay  all documentary  stamps and/or
        transfer  or  recording  taxes,  if any,  (provided,  however,  that any
        document  which  triggers  liability for Florida documentary stamps will
        not be  signed  in Florida) the cost of the title  insurance  commitment
        and the owner's title insurance policy premiums; all costs of  recording
        documents which may be necessary to deliver good and marketable title to
        Partnership Interests and the  Property  and  of  clearing  title to the
        Property;  any  escrow  fee  charged  by  the  Title  Insurance Company;
        Seller's  attorney's  fees;  all  other costs and expenses  necessary to
        deliver the Property  Materials  and  title  to  the  Property  and  the
        Partnership  Interests to   Buyer  as  required  by  the  terms  of this
        Amendment;  the  costs  of updating the survey and of any title premiums
        for  updating or endorsing the mortgagee title  policies held by Lender;
        any  transfer  taxes  in  connection  with assignment of the Partnership
        Interests;  charges  assessed  in connection with transfer of the Bonds;
        and  all  costs  and   expenses  associated  with  continuation  of  the
        Mercantile Loan and consent to the transfer of the Partnership Interests
        to Buyer by Mercantile  (excluding Buyer's attorneys' fees).
<PAGE>
15.2.           Buyer's  Expenses.   Buyer  shall pay the cost of recording  any
        amendments to  the  certificate  of  limited  partnership  of H'TOWN and
        Buyer's  attorney's fees and any of Buyer's Investigation Period studies
        and tests.

                                   ARTICLE 16
                      MANAGEMENT AGREEMENT; COVENANT NOT TO
                        COMPETE; JOINT VENTURE AGREEMENT
                         AND DECLARATION OF RESTRICTIONS

16.1.           Management  Agreement.  As an  inducement to Buyer and to Seller
        to  enter  into  this  Amendment,  Buyer and Seller have agreed that the
        Project will be managed on  behalf of Buyer in accordance with the terms
        of the Management Agreement.

16.2.           Use of Name.  Buyer  and  any  successor  to  Buyer shall have a
        license to  use  the  name "Prime Outlets at Hagerstown" until the final
        expiration or  termination,  as  provided for therein, of the Management
        Agreement.  If the Management Agreement is terminated in accordance with
        its terms for "good cause", such license shall simultaneously terminate,
        which termination shall require the immediate and permanent cessation of
        usage  of such names.  The form  of  the licensing agreement will be the
        same as for  the Birch  Run and  Williamsburg Projects. "Good cause" for
        termination  of  the Management  Agreement is defined  in the Management
        Agreement.

16.3.           Covenant Not to  Compete.  Prime Retail, L.P., the Prime Outlets
        at Birch Run, L.L.C. and the  Prime Outlets at Williamsburg, L.L.C. will
        enter  into a  Covenant  Not To  Compete in form  similar to that signed
        at  the  closing of the Birch Run Project except that no individual will
        join therein.

16.4.           Joint  Venture  Agreement.   The  Joint  Venture  Agreement  was
        entered  into in  accordance  with  Section 15.4  of  the  Agreement and
        subsequently  amended.  At closing, the Joint Venture  Agreement will be
        further amended to provide:

        A.      The purchase option for the Project  only will be timed to allow
                either party time to close on the  purchase of the Project after
                expiration of  the prepayment  premium under the Permanent Loan,
                with all deposits posted in connection  with the exercise of the
                purchase option to be applied to the  purchase price at the time
                that closing on the purchase  of the last  of the three Projects
                has occurred.

        B.      Sale  by  the  Joint  Venture  of  the  Bonds; all capital calls
                (except  those  provided  for  by  the terms of this Amendment),
                operating and other budgets; dissolution of H'TOWN and the terms
                of  the  Permanent  Loan  will  require  approval  of both Joint
                Venturers.

        C.      Operating  Distributions  to TOWL  under Section 8A(v)(a) of the
                Agreement of Joint Venture  of the Joint Venture will be 11% per
                annum (in lieu of 10% per annum)  of  the amounts stated in such
                Section to the extent applicable  to  the Project only (and will
                remain  at  10%  per  annum  with  respect  to the Birch Run and
                Williamsburg Projects).
<PAGE>
        D.      Capital calls in the ratio of 30% BRWH and 70% TOWL will be made
                to  make  up  any  difference  between  the actual amount of the
                Permanent  Loan  to the extent it is at least $44,000,000.00 and
                the then  principal amount of the Mercantile Loan at the time of
                closing the  Permanent  Loan and, if necessary, to provide funds
                for reserves required by the Lender making the Permanent Loan.

16.5.           Declaration(s)  of  Easements and Restrictions.  H'TOWN or other
        affiliates of  Prime  Retail, L.P.  own parcels of vacant land which are
        adjacent  to  the  Real  Property and which, if owned by H'TOWN, will be
        transferred  to  other entities prior to closing. At closing, H'TOWN and
        the  owners  of  such  parcels  will  enter  into  (a) Declaration(s) of
        Easements  and  Restrictions.  Such  restrictions  shall  include  those
        matters  listed  on  Exhibit XIII.  The  Declaration(s) of Easements and
        Restrictions shall be recorded.

                                   ARTICLE 17
                                     DEFAULT

17.1.   If Buyer shall  default in Buyer's  obligations  under this Amendment in
        any material  manner, the earnest money deposit(s) paid to date by Buyer
        together  with any interest that may have been earned  thereon, shall be
        paid  to Seller   as  full,  complete  and  liquidated  damages  in full
        settlement  of any and  all  claims  hereunder,  whereupon  all  parties
        shall be released of all  obligations  under this  Amendment, except for
        those  obligations  of Buyer which,  pursuant to specific  provisions of
        this Amendment,  survive any  termination  of this Amendment.  If Seller
        or  any  of  Selling  Partners shall default in any of their obligations
        under  this  Amendment in any  material  manner,  Buyer may elect as its
        sole and  exclusive remedies to (i) terminate  this Amendment and obtain
        a refund  of its  deposit(s) or (ii)  Buyer may avail itself of specific
        performance,  and, in  either case, recover  actual damages in a maximum
        amount equal to the amount of the earnest money deposits then being held
        pursuant to this  Amendment.

                                   ARTICLE 18
                              BROKERAGE COMMISSION

18.1.           No Broker.  Seller,  Selling  Partners and Buyer each  represent
        and  warrant  one  to  the  other,  that they have dealt with no broker,
        finder  or   similar  individual  or  entity  in  connection  with  this
        transaction.   Seller  and  Selling Partners  hereby agree to hold Buyer
        free and  harmless  from  all  brokerage  or  similar claims made by any
        entity  claiming  through or as a result  of  dealings with them.  Buyer
        hereby agrees to hold Seller and Selling Partners free and harmless from
        all brokerage or similar claims made by any  entity  claiming through or
        as a result of dealings with Buyer including  Belz  Enterprises  and its
        employees.   The  provisions  of  this  Section  shall  survive  closing
        hereunder and shall survive any termination of this Amendment.

                                   ARTICLE 19
                         SURVIVAL OF CERTAIN PROVISIONS

19.1.           Wherever  in  this Amendment obligations of any party are stated
        to survive closing hereunder, such obligations shall survive closing and
        delivery  of  the closing documents, subject to any  limitations  on the
        period of survival set forth in this Amendment.
<PAGE>
                                   ARTICLE 20
                                     NOTICES

20.1.           How Given.  All notices  hereunder shall be written and shall be
        deemed given upon receipt thereof or, if receipt  is  refused,  upon the
        date of  refusal.  Notices shall  be valid  if  delivered  by any of the
        following means:  certified  mail, return receipt requested; telecopier;
        hand  delivery  or  delivery  by  bonded  courier,  reputable  overnight
        delivery services, or telegram.

20.2.   Notices  to  Seller and  Selling Partners shall be sent to Seller at the
        address set forth at the beginning of this Amendment with copies to:

                          R. Kelvin Antill, Esq.
                          Prime Retail, L.P.
                          100 East Pratt Street, Suite 1900
                          Baltimore, Maryland  21202
                          Telecopier No. 410/234-1761

20.3.           To Buyer. Notices to Buyer shall be sent to Buyer at the address
        set forth at the  beginning  of this Amendment with copies to:

                          Dean Vegosen, Esq.
                          Boose Casey Ciklin Lubitz Martens McBane & O'Connell
                          515 North Flagler Drive, 18th Floor
                          West Palm Beach, Florida  33401
                          Telecopier No. 561/820-0389

20.4.           Change.  Any party may change its  address or telecopier  number
        for  notices  by  giving  due  notice  of such change to the other party
        hereto.

                                   ARTICLE 21
                                  ESCROW AGENT

                The following provisions apply to  the Escrow Agent, but only in
        its  capacity  as  such  and  not  in its capacity as a title insurer or
         otherwise:

21.1.           Exculpation.  Escrow Agent is hereby  released and exculpated of
        all  liability   whatsoever  arising  out  of or in connection  with its
        activities as Escrow Agent  hereunder,  except  to the extent of loss or
        damage caused by Escrow Agent's misconduct or negligence.

21.2.           Reliance. Escrow Agent may rely and shall be protected in acting
        upon  any  paper  or  other  document  which  may  be submitted to it in
        connection  with  its duties hereunder and which is believed by it to be
        genuine  and  to  have  been  signed or presented by the proper party or
        parties.
<PAGE>
21.3.           Standard of Duty. Except to the extent caused by Escrow Agent's
        misconduct  or  negligence,  the Buyer,  Seller,  and  Selling  Partners
        jointly  and  severally promise  and  agree to indemnify and save Escrow
        Agent  harmless  from  any  claims,  liabilities,  judgments, reasonable
        attorneys'  fees  and  other expenses of every kind and nature which may
        be  incurred  by  Escrow  Agent  by  reason  of  its  acceptance of, and
        performance under, this instrument.

21.4.           Compensation.  Escrow Agent shall  not be entitled to any fee or
        other compensation for acting as Escrow Agent hereunder. If Escrow Agent
        shall  be  required  to  interplead  any  escrow  funds  or shall become
        involved in litigation over the earnest money  deposit(s) or any portion
        thereof, then Escrow  Agent shall be entitled to the costs, expenses and
        attorneys' fees incurred in such action.

21.5.           Disputes.   Escrow Agent assumes no liability  hereunder  except
        that  of  a  stakeholder.  If  there is any dispute as to whether Escrow
        Agent is obligated to deliver any funds or documents,  or as to whom the
        funds  or  documents  are  to  be  delivered,   Escrow Agent will not be
        obligated to make any delivery,  but in such event may hold the funds or
        documents  until receipt by Escrow Agent of an  authorization in writing
        signed  by  all  of  the  persons  having  an  interest in such dispute,
        directing  the  disposition of any  escrow  funds  or documents  held by
        Escrow Agent. In the  absence of such  authorization,  Escrow  Agent may
        hold  the deposit  or  documents  until the final  determination  of the
        rights of the  parties  in an  appropriate proceeding.  If  such written
        authorization  is not given, or proceedings for such  determination  are
        not begun  and diligently  continued,  Escrow  Agent  may,  but  is  not
        required,  to  bring  an  appropriate  action or proceeding for leave to
        place   the   deposit   or  documents  with  the  court,   pending  such
        determination.   Once  Escrow  Agent  has tendered  into the registry or
        custody  of  any  court  of  competent   jurisdiction   all money and/or
        documents in its possession under this  Amendment, or has  made delivery
        of the deposit in any other manner  provided  for herein,  Escrow  Agent
        shall be  discharged from all duties and shall have no further liability
        hereunder as Escrow Agent.

21.6.           Investigation Period.  Anything to  the contrary in this Article
        21 notwithstanding,  if  Buyer delivers  notice to the Escrow Agent (and
        reflects  that  a  copy  thereof  has  also  been provided to Seller) to
        terminate  this  Amendment within the  time  period  and as set forth in
        Section 4.3, Escrow Agent will return the earnest money deposit to Buyer
        without requiring  any  confirmation from Seller or Selling Partners and
        notwithstanding  any  contrary  request  or  demand  from  Seller and/or
        Selling Partners.
<PAGE>
                                   ARTICLE 22

                       SPECIAL PROVISIONS REGARDING BONDS

22.1.           Conveyance  at Closing.  It is the intention of the parties that
        the  Bonds be conveyed to  H'TOWN  or  the Property Entity at closing as
        elsewhere  provided  in  this  Amendment. Buyer agrees to cooperate with
        Prime Retail, L.P.  in  its  efforts  to  convey  the  Bonds  by signing
        documents reasonably  requested by the  issuer  of the Bonds and/or bond
        counsel (provided same are subject to Buyer's approval which will not be
        unreasonably  withheld  or delayed), including certifications that Buyer
        is a  sophisticated  investor  who  is  acquiring  the Bonds for its own
        account and not  with the  intent of re-selling them. Prime Retail, L.P.
        agrees to use its commercially  reasonable  efforts prior to closing and
        its best efforts after closing to obtain the requisite  governmental and
        other approvals required  for  transfer  of  the  Bonds  and  to  obtain
        transfer of  the  Bonds (the "Approvals  and Transfers") by  the time of
        closing.

22.2.           Absence  of  Approvals  and  Transfers.   If  the  Approvals and
        Transfers  are not obtained  at  or  prior to closing then the following
        shall apply:

        A.      If it reasonably appears to Buyer that all of the  Approvals and
        Transfers  will  never  be  forthcoming,  Buyer  shall have the right to
        terminate  this  Amendment.   In such case, if  Prime Retail,  L.P.  has
        exercised  its  commercially reasonable efforts to obtain the  Approvals
        and Transfers, Buyer's earnest money deposits will be refunded; if Prime
        Retail,  L.P. has not exercised its  commercially  reasonable efforts to
        obtain the Approvals and Transfers, Seller, and Prime Retail, L.P. shall
        be in default hereunder.

        B.      If  it  reasonably  appears  to Buyer that all the Approvals and
        Transfers  will be forthcoming in the future, closing will occur without
        the Approvals and  Transfers  with  no  reductions  in  or escrow of the
        purchase price, subject to all of the following:

                (i)     Prime  Retail,  L.P. will  exercise  its best efforts to
                obtain  all  the  Approvals  and  Transfers and will deliver the
                Approvals and Transfers and fully complete transfer of the Bonds
                on or before May 1, 2002.

                (ii)    A bond power transferring the Bonds will be executed and
                delivered to Buyer  by Prime Retail, L.P.  along with such other
                documents that are  necessary or appropriate for transfer of the
                Bonds that  are possible to  be  executed  and delivered  in the
                absence of the Approvals and Transfers.

                (iii)   Prime  Retail,  L.P.  will  execute  a  trust  agreement
                acknowledging  that  it  holds bare legal title to the Bonds for
                and on behalf of Buyer,  who  ha s full equitable title thereto,
                full rights to all interest and  principal on the Bonds (subject
                to the adjustment therefor provided  for  in Section 13.1), full
                power and  authority  to  make  all  decisions pertaining to the
                Bonds  and  the  right  to  direct  the   trustee in all matters
                pertaining  to  the Bonds.  Prime Retail, L.P. will serve in its
                capacity as trustee without compensation.

                (iv)    BRWH  will  pledge  one  third  (1/3rd) of its ownership
                interests  (including  all  right  to  vote  such  interests and
                receive  distributions  with  respect  thereto),  in  the  Joint
                Venture to Buyer  to  secure  Prime Retail, L.P.'s obligation to
                complete  conveyance  of  legal  title  to  the  Bonds  with all
                requisite  Approvals.  Such  pledge will be pursuant to a pledge
                agreement similar in form to the Pledge Agreement. UCC financing
                statements will be recorded with respect to such pledge.
<PAGE>
                                   ARTICLE 23
                                  MISCELLANEOUS

23.1.           Binding  Effect.  This Amendment shall be binding upon and inure
        to the benefit of the parties hereto and their  successors and permitted
        assigns.   Except  for  assignment  by  Buyer  to the Joint Venture, the
        Property  Entity  or the Property Entity  Subsidiary no party hereto may
        assign this Amendment  without  the  prior  written consent of the other
        parties,  which,  except as otherwise  expressly provided herein, may be
        withheld  in  the sole  discretion  of  the  non-assigning  party.  This
        Amendment  may be executed  in multiple counterparts  and, when executed
        by all parties,  shall constitute one agreement effective and binding on
        all parties.  No persons or entities  other than the parties  hereto and
        their  respective  successors  and  permitted  assigns  shall  be deemed
        beneficiaries of any of the provisions of this Amendment.

23.2.           Severability.  In the event of the invalidity  of any  provision
        hereof,  same shall be deemed  stricken from this Amendment, which shall
        continue in  full  force  and  effect as if the offending provision were
        never a part hereof.

23.3.           Pronouns.   Use  of  pronouns  or  nouns  in any form where they
        appear in this Amendment shall  be read as either masculine, feminine or
        neuter  and  either  singular  or  plural wherever the context and facts
        permit.

23.4.           Headings and Exhibits.  Article, Section  and paragraph headings
        are inserted solely for ease of  reference and shall not be construed to
        enlarge, modify  or limit the provisions hereof.  References to numbered
        or lettered Articles, Sections or paragraphs refer to Articles, Sections
        and  paragraphs  of  this  Amendment  unless  specified to the contrary.
        References to Exhibits are to the Exhibits attached hereto which are, by
        this reference, made a part hereof.

23.5.           Time of the Essence. Time is of the essence hereunder.  However,
        if  any  due  date   hereunder   falls   on   a   Saturday,   Sunday  or
        nationally-recognized  holiday,  the  due  date  shall  be the first day
        thereafter which is not a Saturday, Sunday or holiday.

23.6.           Attorneys' Fees.  In the event of any litigation arising out of
        this Amendment, the prevailing party shall  be entitled to reimbursement
        of the  costs  and  expenses  thereof from  the other  party or parties,
        including reasonable attorneys' fees  and including such costs, expenses
        and fees incurred on appeals of such litigation.
<PAGE>
23.7.           Construction   of  Agreement.    The  parties  agree  that  this
        Amendment  was  prepared  jointly  by  them  and shall be construed on a
        parity as between the parties.  There shall be no  canon of construction
        for or against any party by reason  of the  physical preparation of this
        instrument.

23.8.           Effect of Words.  Wherever  the word "including" appears in this
        Amendment, it shall be deemed to mean "including, without limitation" if
        the context permits.

23.9.           No  Amendment.  No amendment, modification, change or alteration
        of this Amendment shall be valid or binding unless in writing and signed
        by all the parties.

23.10.          No Agency.   Nothing in this Amendment shall be deemed to create
        an agency relationship between Seller and Buyer. The relationship of the
        parties is strictly that of a seller and a buyer.

23.11.          Governing Law.  All matters involving  this  Amendment shall  be
        governed by and  construed in accordance with Maryland law.

23.12.          Entire Agreement.   Except for a Confidentiality Agreement among
        Lothar  Estein,  Estein &  Associates USA, Ltd.  and Prime Retail,  L.P.
        dated  December 3, 2001,  the Agreement  and  the  Settlement Agreement,
        which all shall survive  execution  hereof,  this  Amendment is the only
        agreement among the parties  and/or their affiliates  pertaining  to the
        Project and all prior  negotiations  and agreements with respect thereto
        (except those specifically mentioned above) are merged herein.

23.13.  Faxes.    Faxed  signatures  hereon  shall  be  binding  as if they were
        originals.

23.14.          Obligations.    All  obligations  of Seller,  Selling  Partners,
        Selling Parties,  H'TOWN and/or Prime Retail, L.P.  hereunder  are joint
        and  several on the part of the  parties  who are named with  respect to
        any particular obligation,  except that (i) Prime Retail,  Inc. shall be
        liable   for   covenants,   representations   and   warranties  and  for
        indemnifications  hereunder  solely in its  capacity as general  partner
        of Prime  Retail,  L.P.  and not as a Selling  Partner  or Selling Party
        (except  Prime  Retail,  Inc.  is  directly responsible with  respect to
        its obligation to convey its 1% Partnership Interest  pursuant  to  this
        Amendment  and  for  representations and  warranties  pertaining to  its
        ownership thereof free and clear of  all third party  liens,  claims and
        encumbrances); and (ii) any and all  liabilities and  obligations of the
        Prime  Outlets  at  Birch Run,   L.L.C.  and  of  the  Prime  Outlets of
        Williamsburg,  L.L.C.  under  this Amendment  (but not otherwise)  shall
        be of no force or effect unless  and  until   closing  occurs under this
        Amendment.  All  obligations  of Seller   under  this  Amendment  shall,
        once closing  has  occurred,  be  obligations  of   the Prime Outlets at
        Birch Run,  L.L.C.  and  of  the  Prime  Outlets at Williamsburg, L.L.C.
        and not of H'TOWN.

                    NO FURTHER TEXT - SIGNATURE PAGES FOLLOW.
<PAGE>
In the Presence of:            SELLER:
                               THE  PRIME  OUTLETS  AT BIRCH  RUN,  L.L.C.,
                               a  Delaware limited liability company
                                     By:  PRIME RETAIL, L.P.,
                                          its managing member
                                          BY:  PRIME RETAIL, INC.,
                                               its general partner
--------------------------
                               By:
--------------------------        -----------------------------
                               Printed Name:______________________
                               Title:______________________


                               THE PRIME  OUTLETS AT  WILLIAMSBURG,  L.L.C.,
                               a Delaware limited liability company
                                     By:  PRIME RETAIL, L.P.,
                                          its managing member
                                          BY:  PRIME RETAIL, INC.,
                                               its  general partner
--------------------------
                               By:
--------------------------        -----------------------------
                               Printed Name:______________________
                               Title:______________________


                               OUTLET VILLAGE OF HAGERSTOWN LIMITED PARTNERSHIP,
                               a Delaware limited partnership
                                     By:  PRIME RETAIL, L.P.,
                                          its general partner
                                          BY:  PRIME RETAIL, INC.,
                                               its general partner
--------------------------
                               By:
--------------------------        -----------------------------
                               Printed Name:______________________
                               Title:______________________


                               BUYER:
                               WELP TRIPLE OUTLET, L.C.,
                               a Florida limited liability company

--------------------------
                               By:
--------------------------        -----------------------------
                               Lothar Estein, Manager and
                               Chief Executive Officer
<PAGE>
                                     JOINDER

     Prime Retail,  L.P.  joins in this Amendment for the purpose of agreeing to
be bound by the  provisions  of Section 1.13  pertaining to its guarantee of the
Mercantile Loan and indemnification obligations under such Section.

                               PRIME RETAIL, L.P.



                               By:  Prime Retail, Inc., general partner

                               By:  --------------------------------------------


                                     JOINDER

     The Escrow  Agent joins in this  Amendment  in its capacity as Escrow Agent
only to  acknowledge  its  agreement  to the  provisions  of  Article 21 and its
agreement to hold the earnest money deposit(s) pursuant hereto.

                               CHICAGO TITLE INSURANCE COMPANY, Escrow Agent



                               By:  --------------------------------------------


                                     JOINDER

     Triple  Outlet  World,  Ltd.  joins in this  Amendment  for the  purpose of
agreeing to be bound by the  provisions  hereof  pertaining  to amendment of the
Agreement of Joint Venture of the Joint Venture.

                               TRIPLE OUTLET WORLD, LTD.

                               By:  WELP TRIPLE OUTLET, L.C.



                               By:  --------------------------------------------
                               Lothar Estein, Manager
                               and Chief Executive Officer
<PAGE>
                           JOINDER BY SELLING PARTNERS

     The  undersigned,  comprising  all of the  Selling  Partners  join  in this
Amendment  for the  purpose of  agreeing  to be bound by its  provisions  and to
evidence  their (i)  agreement to sell their  respective  Partnership  Interests
pursuant  to this  Amendment;  (ii) their  consent to the  transfer by all other
Selling  Partners of the  transfer  of their  respective  Partnership  Interests
pursuant to this Amendment; and (iii) their agreement that Prime Retail, L.P. be
jointly and severally  responsible  with Seller for all  obligations  of Seller,
H'TOWN and Selling Partners under this Agreement.

                               PRIME RETAIL, L.P.,



                               By:  PRIME RETAIL, INC.


                                    By:  ---------------------------------------



                               PRIME RETAIL, INC.

                               By:  --------------------------------------------

                              JOINDER BY BRWH, LLC

     BRWH,  LLC joins in this  Amendment for the purpose of agreeing to be bound
by the provisions  hereof  pertaining to its pledge of its interest in the Joint
Venture and amendment of the Agreement of Joint Venture of the Joint Venture.

                               BRWH, LLC

                               By:  --------------------------------------------
<PAGE>
                                   SCHEDULE OF
                                    EXHIBITS

I.      Bonds

II.     Rent Roll

III.    Mercantile Loan Terms

IV.     Allocation of Price

V.      Ownership Structure

VI.     Estoppel Certificate

VII.    Legal Description

VIII.   Acreage & Square Footage

IX.     Contracts over $10,000 Not Terminable on 30 days' or Less Notice

X.      Notices of Violations

XI.     Third Party Claims

XII.    Defaults under Tenant Leases

XIII.   H'TOWN Agreement of Limited Partnership

XIV.    Mercantile Letter Regarding Loan Assumption

XV.     Restrictions and Easements to be Included in Declaration(s) of Easements
        and Restrictions
<PAGE>
                                    EXHIBIT I


1.      Series 1998 SPECIAL  OBLIGATION  BONDS  in  the face principal amount of
        $3,100,000.00.

2.      Series 1998 (B) SPECIAL OBLIGATION BONDS in the face principal amount of
        $1,517,000,00.

3.      Series 2000  SPECIAL  OBLIGATION  BONDS  in the face principal amount of
        $2,454,000.00.
<PAGE>
                                   EXHIBIT III

                         Basic Terms of Mercantile Loan


Approximate Principal Balance as of 11/6/01:                  $49,062,000.00

Approximate Principal Balance as of Closing                   $46,862,000.00

Interest Rate:             LIBOR plus 150 basis points

Payments:                  Monthly payments of interest only until the Maturity
                           Date.

Maturity Date:             June 1, 2004

Secured By:                First  Indemnity  Deed  of  Trust  on the Project and
                           pledge of the Barkdoll Special Taxing District Bonds

Guaranteed By:             Prime Retail, L.P.

Assumption Fee:            1% to be paid by Selling Partners
<PAGE>
                                   EXHIBIT VI

                           TENANT ESTOPPEL CERTIFICATE

     The undersigned ("Tenant"), as tenant, has entered into a certain Agreement
of Lease dated _______________________ (the "Lease"),  with , __________________
a ______________________ partnership, as landlord ("Landlord"), covering certain
premises more particularly described in the Lease, and located in Space No. ____
(the  "Demised  Premises")  in the Prime Outlets at Hagerstown shopping  center,
Hagerstown,  Maryland  (the "Shopping Center").   Tenant,  for good and valuable
consideration, hereby  certifies  to Landlord,  to _______________________,  the
prospective   purchaser   of   the   Shopping   Center   ("Purchaser"),  and  to
_________________________ ("Lender"),  which  will be making a loan to Purchaser
secured  by  a  mortgage  covering  the Shopping Center, and to their respective
successors and assigns that:

1.      The Lease is in full force  and effect.  There have been no  amendments,
        modifications  or  supplements to the Lease, except  as set forth below:
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

______________________________________________________________________________.

2.      The term of the Lease commenced on _____________________ and full rental
        is  now  accruing  thereunder.   The  term  of  the  Lease  shall expire
        on ___________________________ unless  sooner  terminated or extended in
        accordance with the terms of the Lease.  Tenant has no  option to extend
        or renew the Lease, except as set forth below:
________________________________________________________________________________

________________________________________________________________________________

_______________________________________________________________________________.

3.      The   current   minimum   annual   rent   payable  under  the  Lease  is
        $____________________.  Tenant  is  also  obligated to pay as additional
        rent the items checked below:

        9        Percentage Rent of:  ______________________;
        9        Common Area Maintenance
        9        Real Estate Taxes
        9        Marketing Fund
        9        Insurance
        9        Other - _______________________________.

4.      All rentals and other charges due and payable  under the Lease by Tenant
        have been paid up to __________________________.  No  rent or other sums
        due  under the  Lease have  been  prepaid more than  thirty (30) days in
        advance.
<PAGE>
5.      Tenant  has  accepted  possession  and  is  in  occupancy of the Demised
        Premises.  All items of an  executory  nature have  been completed under
        the terms of  the Lease, and all  improvements required to be made by or
        paid  for  by  Landlord  have  been completed or paid for by Landlord in
        accordance with the Lease and to the satisfaction of Tenant.

6.      Tenant has no offsets, deductions  or  defenses to its obligations under
        the  Lease  and  Tenant  is  not entitled to any free rent or other rent
        concessions    after    the    date   hereof,    except    as   follows:
        _______________________________________________________________________,
        (if the preceding space is left blank, there are none).

7.      Tenant  is  not in  default in the performance of any of its obligations
        under the Lease,  and Tenant has not received any notice of a default by
        Tenant under the Lease which has not been cured.

8.      Tenant has not given the  Landlord any notice  of a default  on the part
        of the Landlord under the Lease which has not been cured,  and there are
        no defaults or conditions which with the giving of notice or the passage
        of time or both, will become  a default by Landlord  or under any of the
        terms    or    provisions    of    the   Lease,   except   as   follows:
        _______________________________________________________________________,
        (if the preceding space is left blank, there are none).

9.      Landlord is holding a security  deposit under the Lease in the amount of
        $_______________  (if the preceding is left blank, there is no security
        deposit).

10.     Tenant  has  no  purchase options, rights  to  purchase, rights of first
        refusal to purchase, or first offer  rights to  purchase with respect to
        the Shopping Center or any part thereof or  any interest therein, except
        as follows:____________________________________________________________.

11.     There  are currently no actions, whether voluntary or otherwise, pending
        against  Tenant  under  the  bankruptcy laws of the United States or any
        other state thereof.

12.     This  Certificate  is  being  executed  and delivered by Tenant with the
        understanding  that  this  Certificate may be relied upon by the parties
        identified above and their respective successors and assigns.
<PAGE>
13.     Tenant acknowledges that Purchaser has assigned or will assign to Lender
        all of its rights in the Lease, including the right to collect rents and
        any  other payments from Tenant, and that Lender will waive its right to
        collect  such  payments until such time as Purchaser is in default under
        the  mortgage.  In  consideration  of  Lender  making  its  loan  to the
        Purchaser, Tenant shall make all such payments to Lender, its successors
        or assigns  upon  receiving written notice from Lender that Purchaser is
        in default under the mortgage loan.

14.     Tenant  has paid in full all sums due or owing in connection with tenant
        improvements  made to the Demised Premises by or on behalf of Tenant and
        there are no mechanics' or materialmen lien rights with respect thereto.

15.     The  signatory  to  this  Certificate has full and complete authority to
        sign on behalf of Tenant.

16.     Faxed signatures hereon shall be binding as originals.

                               TENANT:

                               ___________________________________(Name)


                               By:________________________________
                                  Title:

                               Date:______________________________

     __________________________,  the Purchaser  hereby joins in this  Agreement
for the purpose of consenting to the provisions of paragraph 13 hereof.

                               PURCHASER:

                               ___________________________________


                               By:  ______________________________

                               By:  ______________________________
<PAGE>
                                  EXHIBIT VIII

                             Description of Project


Approximately 485,471 square feet of gross leasable area and approximately 2,720
parking spaces situated on 61.635 acres.
<PAGE>
                                   EXHIBIT XV

    RESTRICTIONS TO BE INCLUDED IN DECLARATIONS(S) OF RESTRICTIONS AND EASEMENTS


1.      Reasonable Signage Limitations

2.      Height Limitations on Buildings

3.      Architectural   and   Design   Harmony   with   the  Project,  Including
        Landscaping.

4.      No use for  discount or off price retail, including, without limitation,
        flea markets and factory outlets

5.      No  use  with  excessive  parking  requirements  such as theaters, bingo
        halls, houses of worship, etc.

6.      The outparcels  will  be provided with appropriate easements for access,
        utilities, etc. subject  to  reasonably  appropriate  controls to assure
        that there is no  material adverse impact on the Project  and the owners
        of  the outparcels agree to share  maintenance of  the easement areas on
        an appropriate basis with H'TOWN.

7.      Such other provisions as are reasonably acceptable to both parties.

        All  holders  of mortgages or deeds of trust on the properties which are
        subject to  the  Declaration(s)  of  Restrictions must subordinate their
        rights  to  the  Declaration(s).  The  form  of  the  Declarations(s) of
        Easements  and  Restrictions  is  to  be agreed upon by Buyer and Seller
        during the Investigative Period.
<PAGE>
                                   EXHIBIT IV

                          ALLOCATION OF PURCHASE PRICE


     An amount equal to the remaining  principal balance of the Bonds (the "Bond
Amount"),  as prorated in accordance  with Article 13, shall be allocated to the
Bonds.

     The following components will be allocated the following dollar amounts:

                  Covenant Not To Compete                         $1,250,000

                  Use of Name                                     $1,500,000

         The total of the Bond Amount and the two items listed above will be
subtracted from $80,500,000, with the remainder being called "Remaining Price"
in this Exhibit. Each of the following components will be allocated its
designated percentage of the Remaining Price:

                  Component                           Percent of Remaining Price

                  Land                                      7.35%
                  Land Improvements                        11.00%
                  Building & Improvements                  80.70%
                  Furniture & Fixtures                       .95%
                                                          -------

                                             Total        100.00%