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                                                                   EXHIBIT 10.11


                         SKYLANDS PARK MANAGEMENT, INC.
                                  P.O. Box 117
                         Augusta, New Jersey 07822-0117


                                                               December __, 1996


Mr. Robert A. Hilliard
26 Eric Trail
Sussex, New Jersey  07461

                Re:  Amendment of Employment Agreement
                     ---------------------------------
Dear Rob:

     This will confirm our agreement with respect to the amendment and phase-out
of your existing employment agreement with Skylands Park Management, Inc. (the
"Company").

     Specifically, we have agreed that the term of your employment agreement
will end on and as of December 31, 1996, after which date you will no longer be
expected to render services to the Company, and all compensation will cease to
accrue. The termination of your employment will not affect or impair your status
as a Director of the Company, and it is expected that you will continue to serve
as a member of the Board and be available for and participate in Board meetings
(either in person or by telephonic conference call).

     The Company hereby recognizes your rights and standing as a creditor of the
Company, and this agreement in no way alters your rights and standing as a
creditor of the Company, including but not limited to your right to receive
unpaid salary, loan amounts due, and agreed-upon interest on such loans, as
defined by the Company's Plan of Reorganization which was approved by the
Creditors' Committee and confirmed by the United States Bankruptcy Court for the
District of New Jersey.

     The Company also recognizes its obligation to pay your accrued
post-petition salary, up to the agreed-upon amount permitted under the Company's
Plan of Reorganization, within the context of existing state and federal labor
law.

     With respect to such compensation and other obligations owed and to be owed
to you by the Company, the Company will pay its accrued obligations to you on a
ratable basis along with the Company's other outstanding insider pre-petition
and post-petition liabilities, as and to the extent that funds are available for
such payments within the Company's budget. The foregoing is without prejudice to
your rights to receive payment of any pre-petition obligations
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through the issuance to you of shares of common stock of the Company valued at
the fair market value of such shares at the time of their issuance.

     The Company would like to take this opportunity to thank you for the many
years of conscientious effect that you have put into the planning and
development of the Company, and the Company wishes you the utmost success in all
of your future endeavors. We will continue to value your input as a member of
the Board, and look forward to seeing you at future games and events at Skylands
Park.

     Kindly confirm your agreement to the foregoing by countersigning a
counterpart copy of this letter, whereupon this letter will become an agreement
which will be binding upon and inure to the benefit of each of us and our
respective heirs, executors, administrators, personal representatives,
successors and assigns.

                                              Very truly yours,

                                              SKYLANDS PARK MANAGEMENT, INC.


                                              By:
                                                 -----------------------------
                                                  Barry M. Levine, President

Acknowledged, Confirmed and
Agreed To:


---------------------------------
Robert A. Hilliard