Execution Copy

                                  AMENDMENT TO
                              EMPLOYMENT AGREEMENT

     The EMPLOYMENT  AGREEMENT (the  "Agreement"),  dated as of June 6, 2002, by
and between Prime Retail, Inc., a Maryland corporation  ("Prime"),  and the sole
general  partner of Prime  Retail,  L.P., a Delaware  limited  partnership  (the
"Operating Partnership"),  and Frederick J. Meno IV (the "Executive"), is hereby
amended by this Amendment, effective August 12, 2002, in the following respects:

        1.      Subpart (B) of Section 4(a)(1) is hereby deleted in its entirety
and replaced with the following:

                (B)     if  such  termination occurs during the Original Term, a
                termination payment in an amount equal to the product of (x) the
                number of full and partial years remaining in the Original Term,
                and (y) the sum of (i) Executive's  then current Base Salary and
                (ii) a bonus payment equal to 100% of  the average  annual bonus
                (which term shall exclude awards  received pursuant to the Prime
                Retail, Inc. 2002  Long-Term  Incentive  Plan) paid to Executive
                for the two most recent  calendar years  in  which he received a
                bonus,  or if no  such  bonus payments were made to Executive, a
                bonus payment equal to 50%  of his then current Base Salary (the
                sum  of the amounts determined by adding clauses (i) and (ii) is
                in the  aggregate  hereinafter referred to as the  "One-Year Pay
                Equivalent"),  and  the  product of (x) and (y) shall be payable
                within thirty (30) days of the effective date of termination;

        2.      The following  subpart (E) is hereby added to Section 4(a)(1) of
the Agreement:

                (E) all vested but undistributed awards  under the Prime Retail,
                Inc. 2002  Long-Term  Incentive  Plan,  payable  to Executive in
                accordance with the provisions of that plan.

        3.      The following subpart (D) is hereby  added to Section 4(a)(2) of
the Agreement:

                (D) receive all vested but  undistributed awards under the Prime
                Retail, Inc. 2002 Long-Term Incentive Plan, payable to Executive
                in accordance with the provisions of that plan.

        4.      The  following  subpart (E) is  added  to Section 4(a)(4) of the
Agreement:

                (E) all vested but undistributed awards  under the Prime Retail,
                Inc. 2002 Long-Term  Incentive  Plan,  payable  to  Executive in
                accordance with the provisions of that plan.


                                    Page (2)


        5.      Subpart (B) of Section 4(b)(1) is hereby deleted in its entirety
and replaced with the following:

                (B) any earned and unpaid bonus(es) otherwise  payable to him in
                accordance with Section 3(b),  and  all vested but undistributed
                awards  under the  Prime Retail, Inc. 2002  Long-Term  Incentive
                Plan,  payable to Executive in accordance with the provisions of
                that plan;

        6.      The  following  sentence  is  hereby added at the end of Section
4(c), "Death":

                In addition, the Executive's estate shall be entitled to receive
                all vested but undistributed awards under the Prime Retail, Inc.
                2002   Long-Term  Incentive  Plan,  payable  to  the  estate  in
                accordance with the provisions of that plan.

        7.      Subpart (2) of Section 4(d), "Termination  Following a Change of
Control," is hereby deleted in its entirety and replaced with the following:

                (2)     a  termination  payment  in an amount equal to 1.5 times
                the One-Year  Pay  Equivalent,  which  amount  shall  be payable
                within  thirty (30)  days  of the effective date of termination;
                provided,  however,  that  if Executive has received a milestone
                bonus under the Prime Retail, Inc. 2002 Long-Term Incentive Plan
                the vesting of which  was accelerated pursuant to Section 5.3(a)
                (iv) thereof but the amount of which was not reduced pursuant to
                the last sentence of Section 5.4 thereof (the "Change of Control
                Accelerated Award"),  the termination  payment described in this
                subpart (2) shall  be  reduced by the amount that such Change of
                Control Accelerated Award  would  have  been reduced pursuant to
                the last sentence of  Section 5.4 of the Prime Retail, Inc. 2002
                Long-Term  Incentive  Plan  had the termination payment been due
                and  owing under  this  Section  4(d)  at the time the Change of
                Control Accelerated Award was distributed to Executive;

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

EXECUTIVE:

/s/ Frederick J. Meno, IV
------------------------------
         Frederick J. Meno IV


PRIME RETAIL, INC., a Maryland            PRIME RETAIL, L.P., a Delaware limited
corporation                               partnership


By:     /s/ Glenn D. Reschke               By:    Prime Retail, Inc.
        --------------------
Name:   GLENN D. RESCHKE                   Its:   Sole General Partner
Title:  CHAIRMAN AND CEO                   By:    /s/ Glenn D. Reschke
                                                  -----------------------
                                           Name:  GLENN D. RESCHKE
                                           Title: CHAIRMAN AND CEO