FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT

     THIS FIRST  AMENDMENT TO REAL ESTATE SALE AGREEMENT  ("Agreement")  is made
and entered into as of the 27th day of March,  2002 by and between Shasta Outlet
Center Limited Partnership,  a Delware limited partnership doing business in the
State of California as Anderson Outlet Center Limited Partnership (the "Anderson
Seller"),  The Prime Outlets at Calhoun Limited Partnership,  a Delaware limited
partnership, (the "Calhoun Seller"), Carolina Factory Shops Limited Partnership,
a Delaware  limited  partnership (the "Gaffney  Seller"),  Latham Factory Stores
Limited Partnership,  a Delaware limited partnership (the "Latham Seller"),  The
Prime  Outlets at Lee Limited  Partnership,  and Prime Lee  Development  Limited
Partnershikp,  both Delaware limited partnerships,  (together, the "Lee Seller")
and Buckeye Factory Shops Limited Partgnership,  a Delaware limited partnership,
("Lodi Seller") (the Anderson  Seller,  the Calhoun Seller,  the Gaffney Seller,
the Latham Seller, the Lee Seller and the Lodi Seller are collectively  referred
to herein as  "Seller")  and PWG  Capital,  LLC.  a Delaware  limited  liability
company the ("Purchaser").

                                   RECITALS:

1.      The  Seller  and the Purchaser entered into a Real Estate Sale Agreement
(the "Agreement") dated the 9th day of January, 2002.

2.      The Seller and the Purchaser now desire to amend the Agreement.

        NOW, THEREFORE,  in  consideration  of the mutual covenants, agreements,
representations  and  warranties set forth in  this Agreement, and for the other
good and valuable  consideration, the receipt and legal sufficiency fo which are
hereby acknowledged, the parties agree as follows:

1.      All  terms  capitalized herein, shall have the same meanings as provided
in the Agreement.

        1.      The words "thirty five days after the  Effective Date" contained
in  the  fifth line of Section 3(A) of the Agreement shall be deemed deleted and
the date "April 5, 2002" shall be substituted therefor.

        2.      Except as modified hereby all of terms, covenants and conditions
set forth in the Agreement shall remain in full force and effect.

        IN WITNESS WHEREOF,  the parties here to have executed this Amendment as
of the date set forth above.


                       ANDERSON SELLER:

                       SHASTA OUTLET CENTER LIMITED PARTNERSHIP, a Delaware
                       limited partnership (doing business in California as
                       Anderson Outlet Center Limited Partnership)

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

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


                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:



                       CALHOUN SELLER:

                        THE PRIME OUTLETS AT CALHOUN LIMITED PARTNERSHIP, a
                        Delaware limited partnership

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


                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:


                       GAFFNEY SELLER:

                       CAROLINA FACTORY SHOPS LIMITED PARTNERSHIP, a Delaware
                       limited partnership

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

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

                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:



                       LATHAM SELLER:

                       LATHAM FACTORY STORES LIMITED PARTNERSHIP, a Delaware
                       limited partnership

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

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

                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:


                       LEE SELLERS:

                       THE PRIME OUTLETS AT LEE LIMITED PARTNERSHIP, a Delaware
                       limited partnership

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

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

                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:



                       PRIME LEE DEVELOPEMENT LIMITED PARTNERSHIP, a Delaware
                       limited partnership

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

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

                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:




                       LODI SELLER:

                       BUCKEYE FACTORY SHOPS LIMITED PARTNERSHIP, a Delaware
                       limited partnership

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

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

                                  By:  \s\ Glenn D. Reschke               (SEAL)
                                  Name:  GLENN D. RESCHKE
                                  Title:  PRESIDENT, CHIEF EXECUTIVE OFFICER
                                  Date:



                       PURCHASER:

                       PWG CAPITAL, LLC,
                       a Delaware limited liability company

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

                                  By:  \s\ David A. Pearson               (SEAL)
                                  Name:  DAVID A. PEARSON
                                  Title:  AUTHORIZED SIGNATORY
                                  Date:   3-27-02