PRIME RETAIL INC/BD/
EXHIBIT 10.3 2ND AMENDMENT TO R E SALE AGREEMENT
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<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex103.txt
<DESCRIPTION>EXHIBIT 10.3 2ND AMENDMENT TO R E SALE AGREEMENT
<TEXT>
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                 SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT

     THIS SECOND AMENDMENT TO REAL ESTASTE SALE AGREEMENT  ("Agreement") is made
and entered into as of the 5th day of April,  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:

        A.      The  Seller  and  the  Purchaser entered into a Real Estate Sale
Agreemnt date the 9th day of January, 2002,  as  amended by a First Amendment to
Real Estate Sale  Agreement dated the  27th day of March 2002 (the Agreement, as
amended, is hereinafter referred to as the "Agreement").

        B.      The  Seller  and  the  Purchaser now desire to further 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 of which are
hereby acknowledged, the parties agree as follows:

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

        2.      The Purchase Price set forth in Section 2(A) of the Agreement is
hereby reduced from $120,250,000 to $118,650,000.

        3.      The date  "April 5, 2002"  contained  in  Section  3(A)  of  the
Agreement  shall  be deemed  deleted, and  the date  "April 26, 2002"  shall  be
substituted therefor.

        4.      Section 4(B) shall be deleted in its entirety, and the following
shall be substituted therefor:  "The Closing shall take place on a date mutually
agreed upon by the parties, which date shall be no later than May 6, 2002."

        5.      $100,000 of the Earnest Money shall be released to the Saller by
the Escrow Holder immediately following  the full execution and delivery of this
Amendment.  Said $100,000 will be  non-refundable to the Purchaser unless Seller
fails to close title in accordance with the Agreement.

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        6.      An additional $100,000 of the Earnest Money shall be released to
the  Seller by the Escrow Holder on  April 22, 2002 unless Purchaser  terminates
the  Agreement on or before  April 19, 2002.   Said  additional $100,000 will be
non-refundable to the Purchaser unless Seller fails to close title in accordance
with the Agreement.

        7.      Within  three  (3)  business  days  of  the  full  execution and
delivery hereof, Purchaser shall deposit an additional  $500,000 with the Escrow
Holder so that the Earnest  Money shall then total $1,500,000.   Said additional
$500,000 (like the original $1,000,000 but  for the $100,000 now being released)
shall  also  be refundable  to Purchaser if  Purchaser does not elect to proceed
with the transaction at the end of the Feasibility Period.

        8.      Exhibit T  to the Agreement (Form of Management Agreement) shall
be modified by adding a  provision stating that, if the overall occupancy of the
portfolio of Properties  falls below 75% of the gross leasable square footage of
the  portfolio  of  Properties  for  a period of six (6) consecutive months, the
Owner may thereafter terminate the  Management Agreement on ten (10) days' prior
written notice to Agent, at anytime before the occupancy shall once again exceed
75% of  the  gross  leasable  square footage, said termination being without the
 payment of any premium or penalty.

        9.      Exhibit T to the Agreement  (Form of Management Agreement) shall
be further modified as follows:  In Article VI; Early Termination in Section 6.1
(b) the sentence "Owner sells all,  or substantially all, of the Project." shall
be  deleted  and  the sentence "Owner elects in its sole discretion to terminate
this Agreement on 10 days' prior written notice." shall be substituted therefor.

        10.     The  following  sentence  shall  be  added  to Section 39"  "The
affiliate of Seller that shall  act  as  property manager of each Property shall
enter into an Assignment of Management Agreement and Subordination of Management
Fees  Agreement  with  Purchaser's  lender,  in  form  and  substance reasonably
acceptable to Seller."

        11.     The   parties  furthermore   agree  to  enter  into  a  mutually
acceptable escrow agreement at Closing, the  terms and conditions of which shall
be  agreed  upon by Seller  and  Purchaser  on  or  before the conclusion of the
Feasibility  Period, which shall generally provide for the creation of an escrow
account at  Closing,  to  be funded  by the Seller,  into which account will  be
deposited the sum of $650,000  and  which  will  be  held by Purchaser's counsel
Herrick, Feinstein LLP.   Such escrow  shall  be for the purpose of implementing
the Optimization  Plan agreed  upon by Seller and Purchaser and related to "most
favored nation" clauses contained in various
tenant leases.

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

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        IN WITNESS WHEREOF,  the  parties hereto 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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02



                       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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02

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                       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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02



                       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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02

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                       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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02



                       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\ Robert A. Brvenik             (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02


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                       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\ Robert A. Brvenik              (SEAL)
                                  Name:  ROBERT A. BRVENIK
                                  Title:  EXECUTIVE VICE PRESIDENT
                                  Date:   4/5/02



                       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:   4-5-02

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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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


THE PRIME OUTLETS AT CALHOUN 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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


PRIME RETAIL, L.P., 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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer


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
Name:  GLENN D. RESCHKE
Title: President and Chief Executive Officer

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