<PAGE>

                                                                     EXHIBIT 4.5

--------------------------------------------------------------------------------


                         SKYLANDS PARK MANAGEMENT, INC.

                                       AND

                   CONTINENTAL STOCK TRANSFER & TRUST COMPANY

                                WARRANT AGREEMENT

                          Dated as of February 6, 1997


--------------------------------------------------------------------------------
<PAGE>

     AGREEMENT, dated as of this 6th day of February, 1997, between SKYLANDS
PARK MANAGEMENT, INC., a New Jersey corporation (the "Company"), and CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, a New York corporation, as Warrant Agent (the
"Warrant Agent").

                              W I T N E S S E T H:

     WHEREAS, on the date hereof, the Securities and Exchange Commission has
declared effective the Company's registration statement in respect of, among
other securities, (a) 13,000,000 non-redeemable Class D Common Stock Purchase
Warrants of the Company (the "Warrants"), each to purchase one share of common
stock, no par value, of the Company (the "Common Stock"), and (b) 13,000,000
shares of Common Stock issuable upon exercise of the Warrants; and

     WHEREAS, the Company desires to provide for the issuance from time to time
of certificates representing the Warrants; and

     WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer and exchange of certificates representing the
Warrants and the exercise of the Warrants.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter set forth and for the purpose of defining the terms and provisions
of the Warrants and the certificates representing the Warrants and the
respective rights and obligations thereunder of the Company, the holders of
certificates representing the Warrants, and the Warrant Agent, the parties
hereto agree as follows:


                                      -2-
<PAGE>

         1. Definitions. As used herein, the following terms shall have the
            -----------
following meanings, unless the context shall otherwise require:

              (a) "Common Stock" shall mean stock of the Company of any class,
whether now or hereafter authorized, which has the right to participate in the
voting and in the distribution of earnings and assets of the Company without
limit as to amount or percentage.

              (b) "Corporate Office" shall mean the office of the Warrant Agent
(or its successor) at which at any particular time its principal business in New
York, New York, shall be administered, which office is located on the date
hereof at 2 Broadway, New York, New York 10004.

              (c) "Exercise Date" shall mean, subject to the provisions of
Section 5(b) hereof, as to any Warrant, the date on which the Warrant Agent
shall have received both (i) the Warrant Certificate representing such Warrant,
with the exercise form thereon duly executed by the Registered Holder thereof or
his attorney duly authorized in writing, and (ii) payment in cash or by check
made payable to the Warrant Agent for the account of the Company, of the amount
in lawful money of the United States of America equal to the applicable Purchase
Price.

              (d) "Initial Warrant Exercise Date" shall mean February 6, 1997.

              (e) "Purchase Price" shall mean, subject to modification and
adjustment as provided in Section 8, fifty cents ($.50), and further subject to
Company's right, in its sole discretion, to decrease the Purchase Price for a
period of not less than 30 days on not less than 30 days' prior written notice
to the Registered Holders.


                                      -3-
<PAGE>

     (f) "Registered Holder" shall mean the person in whose name any certificate
representing the Warrants shall be registered on the books maintained by the
Warrant Agent pursuant to Section 6.

     (g) "Subsidiary" or "Subsidiaries" shall mean any corporation or
corporations, as the case may be, of which stock having ordinary power to elect
a majority of the Board of Directors of such corporation (regardless of whether
or not at the time stock of any other class or classes of such corporation shall
have or may have voting power by reason of the happening of any contingency) is
at the time directly or indirectly owned by the Company or by one or more
Subsidiaries, or by the Company and one or more Subsidiaries.

     (h) "Transfer Agent" shall mean Continental Stock Transfer & Trust Company,
New York, New York, or its authorized successor.

     (i) "Warrant Certificate" shall mean a certificate representing each of the
Warrants substantially in the form annexed hereto as Exhibit A.
                                                     ---------

     (j) "Warrant Expiration Date" shall mean 5:00 p.m. (New York time) on
December 31, 1997 or, if such date shall in the State of New York be a holiday
or a day on which banks are authorized to close, then 5:00 p.m. (New York time)
on the next following day which in the State of New York is not a holiday or a
day on which banks are authorized to close, subject to the Company's right,
prior to the Warrant Expiration Date, in its sole discretion, to extend such
Warrant Expiration Date on five business days' prior written notice to the
Registered Holders.

     (k) "Warrant Agent" shall mean Continental Stock Transfer & Trust Company,
New York, New York or its authorized successor.


                                      -4-
<PAGE>

     SECTION 2. Warrants and Issuance of Warrant Certificates.
                ---------------------------------------------

                  (a) One Warrant shall initially entitle the Registered Holder
of the Warrant Certificate representing such Warrant to purchase at the Purchase
Price therefor from the Initial Warrant Exercise Date until the Warrant
Expiration Date one share of Common Stock upon the exercise thereof, subject to
modification and adjustment as provided in Section 8.

                  (b) From time to time up to the Warrant Expiration Date, the
Warrant Agent shall effect the original issuance of Warrants by countersigning
and delivering Warrant Certificates to such persons and in such amounts as the
Company shall direct in writing.

                  (c) From time to time up to the Warrant Expiration Date, the
Warrant Agent shall countersign and deliver Warrant Certificates in required
denominations of one or whole number multiples thereof to the person entitled
thereto in connection with any transfer or exchange permitted under this
Agreement. Except as provided in Section 7 hereof, no Warrant Certificates shall
be issued except (i) Warrant Certificates initially issued hereunder, (ii)
Warrant Certificates issued upon any transfer or exchange of Warrants
(including, without limitation, Warrant Certificates representing the
unexercised portion of any Warrant Certificates exercised only in part), (iii)
Warrant Certificates issued in replacement of lost, stolen, destroyed or
mutilated Warrant Certificates pursuant to Section 7, and (iv) at the option of
the Company, Warrant Certificates in such form as may be approved by its Board
of Directors, to reflect any adjustment or change in the Purchase Price, the
number of shares of Common Stock purchasable upon exercise of the Warrants or
the Redemption Price therefor made pursuant to Section 8 hereof.


                                      -5-
<PAGE>

     SECTION 3. Form and Execution of Warrant Certificates.
                ------------------------------------------
          (a)   The Warrant Certificates shall be substantially in the form
annexed hereto as Exhibit A (the provisions of which are hereby incorporated
herein) and may have such letters, numbers or other marks of identification or
designation and such legends, summaries or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement, or as may be required to comply with any
law or with any rule or regulation made pursuant thereto or with any rule or
regulation of any stock exchange on which the Warrants may be listed, or to
conform to usage. The Warrant Certificates shall be dated the date of issuance
thereof (whether upon initial issuance, transfer, exchange or in lieu of
mutilated, lost, stolen or destroyed Warrant Certificates).


                                      -6-
<PAGE>

     (b) Warrant Certificates shall be executed on behalf of the Company by its
Chairman of the Board, President or any Vice President and by its Treasurer or
an Assistant Treasurer or its Secretary or an Assistant Secretary, by manual
signatures or by facsimile signatures printed thereon, and shall have imprinted
thereon a facsimile of the Company's seal. Warrant Certificates shall be
manually countersigned by the Warrant Agent and shall not be valid for any
purpose unless so countersigned. In case any officer of the Company who shall
have signed any of the Warrant Certificates shall cease to be such officer of
the Company before the date of issuance of the Warrant Certificates or before
countersignature by the Warrant Agent and issue and delivery thereof, such
Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent,
issued and delivered with the same force and effect as though the person who
signed such Warrant Certificates had not ceased to be such officer of the
Company.

     SECTION 4. Exercise.
                --------

         (a) Warrants in denominations of one or whole number multiples thereof
may be exercised commencing at any time on or after the Initial Warrant Exercise
Date, but not after the Warrant Expiration Date, upon the terms and subject to
the conditions set forth herein (including the provisions set forth in Section 5
hereof) and in the applicable Warrant Certificate. A Warrant shall be deemed to
have been exercised immediately prior to the close of business on the Exercise
Date, provided that the Warrant Certificate representing such Warrant, with the
exercise form thereon duly executed by the Registered Holder thereof or his
attorney duly authorized in writing, together with payment in cash or by check
made payable to the Warrant Agent for the account of the Company, of an amount
in lawful money of the United


                                      -7-
<PAGE>

States of America equal to the applicable Purchase Price has been received in
good funds by the Warrant Agent. The person entitled to receive the securities
deliverable upon such exercise shall be treated for all purposes as the holder
of such securities as of the close of business on the Exercise Date. As soon as
practicable on or after the Exercise Date, if any Warrants have been exercised,
the Warrant Agent on behalf of the Company shall cause to be issued to the
person or persons entitled to receive the same a Common Stock certificate or
certificates for the shares of Common Stock deliverable upon such exercise, and
the Warrant Agent shall deliver the same to the person or persons entitled
thereto. Upon the exercise of any Warrants, the Warrant Agent shall promptly
notify the Company in writing of such fact and of the number of securities
delivered upon such exercise and shall cause all payments of an amount in cash
or by check made payable to the order of the Company, equal to the Purchase
Price, to be deposited promptly in the Company's bank account.

     (b) The Company shall not be obligated to issue any fractional share
interests or fractional warrant interests upon the exercise of any Warrant or
Warrants, nor shall it be obligated to issue scrip or pay cash in lieu of
fractional interests. Any fraction equal to or greater than one-half shall be
rounded up to the next full share or Warrant, as the case may be, and any
fraction less than one-half shall be eliminated.

     SECTION 5. Reservation of Shares; Listing; Payment of Taxes; etc.
                -----------------------------------------------------

         (a)    The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the purpose of issue
upon exercise of Warrants, such number of shares of Common Stock as shall then
be issuable upon the exercise of all outstanding Warrants. The Company covenants
that all shares of Common Stock which shall



                                      -8-
<PAGE>

be issuable upon exercise of the Warrants shall, at the time of delivery thereof
following payment therefor in accordance herewith and therewith, be duly and
validly issued and fully paid and nonassessable and free from all preemptive or
similar rights, taxes, liens and charges with respect to the issue thereof, and
that upon issuance such shares shall be listed on each securities exchange, if
any, on which the other shares of outstanding Common Stock of the Company are
then listed.

     (b) The Company covenants that if any securities to be reserved for the
purpose of exercise of Warrants hereunder require registration with, or approval
of, any governmental authority under any federal securities law before such
securities may be validly issued or delivered upon such exercise, then the
Company will file a registration statement under the federal securities laws or
a post-effective amendment, use its best efforts to cause the same to become
effective, keep such registration statement current while any of the Warrants
are outstanding and deliver a prospectus which complies with Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act"), to the Registered Holder
exercising the Warrant (except, if in the opinion of counsel to the Company,
such registration is not required under the federal securities law or if the
Company receives a letter from the staff of the Securities and Exchange
Commission (the "Commission") stating that it would not take any enforcement
action if such registration is not effected). The Company will use best efforts
to obtain appropriate approvals or registrations under applicable state "blue
sky" securities laws, provided that, the Company shall not be required in
connection therewith to qualify as a foreign corporation, subject itself to
taxation or consent to service of process generally in those jurisdictions. With
respect to any


                                      -9-
<PAGE>

such securities, however, Warrants may not be exercised by, or shares of Common
Stock issued to, any Registered Holder in any state in which such exercise would
be unlawful.

          (c) The Company shall pay all documentary, stamp or similar taxes and
other governmental charges that may be imposed with respect to the issuance of
Warrants or the issuance or delivery of any shares of Common Stock upon exercise
of the Warrants; provided, however, that if shares of Common Stock are to be
delivered in a name other than the name of the Registered Holder of the Warrant
Certificate representing any Warrant being exercised, then no such delivery
shall be made unless the person requesting the same has paid to the Warrant
Agent the amount of transfer taxes or charges incident thereto, if any.

          (d) The Warrant Agent is hereby irrevocably authorized as the Transfer
Agent to requisition from time to time certificates representing shares of
Common Stock or other securities required upon exercise of the Warrants, and the
Company will comply with all such requisitions.

     SECTION 6. Exchange and Registration of Transfer.
                -------------------------------------

          (a) Warrant Certificates may be exchanged for other Warrant
Certificates representing an equal aggregate number of Warrants or may be
transferred in whole or in part. Warrant Certificates to be so exchanged shall
be surrendered to the Warrant Agent at its Corporate Office, and the Company
shall execute and the Warrant Agent shall countersign, issue and deliver in
exchange therefor the Warrant Certificate or Certificates which the Registered
Holder making the exchange shall be entitled to receive.

          (b) The Warrant Agent shall keep, at such office, books in which,
subject to such reasonable regulations as it may prescribe, it shall register
Warrant Certificates


                                      -10-
<PAGE>

and the transfer thereof. Upon due presentment for registration of transfer of
any Warrant Certificate at such office, the Company shall execute and the
Warrant Agent shall issue and deliver to the transferee or transferees a new
Warrant Certificate or Certificates representing an equal aggregate number of
Warrants.

     (c) With respect to any Warrant Certificates presented for registration of
transfer, or for exchange or exercise, the subscription or exercise form, as the
case may be, on the reverse thereof shall be duly endorsed or be accompanied by
a written instrument or instruments of transfer and subscription, in form
satisfactory to the Company and the Warrant Agent, duly executed by the
Registered Holder thereof or his attorney duly authorized in writing with such
signature appropriately executed thereon as required by the Warrant Agent.

     (d) No service charge shall be made for any exchange or registration of
transfer of Warrant Certificates. However, the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

     (e) All Warrant Certificates surrendered for exercise or for exchange shall
be promptly cancelled by the Warrant Agent.

     (f) Prior to due presentment for registration or transfer thereof, the
Company and the Warrant Agent may deem and treat the Registered Holder of any
Warrant Certificate as the absolute owner thereof of each Warrant represented
thereby (notwithstanding any notations of ownership or writing thereon made by
anyone other than the Company or the Warrant Agent) for all purposes and shall
not be affected by any notice to the contrary.


                                      -11-
<PAGE>

     SECTION 7. Loss or Mutilation. Upon receipt by the Company and the Warrant
                ------------------
Agent of evidence satisfactory to them of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and (in the case of loss,
theft or destruction) of indemnity satisfactory to them, and (in case of
mutilation) upon surrender and cancellation thereof, the Company shall execute
and the Warrant Agent shall countersign and deliver in lieu thereof a new
Warrant Certificate representing an equal aggregate number of Warrants.
Applicants for a substitute Warrant Certificate shall also comply with such
other reasonable regulations and pay such other reasonable charges as the
Warrant Agent may prescribe.

     SECTION 8. Adjustment of Purchase Price and Number of Shares of Common
                -----------------------------------------------------------
Stock Deliverable.
-----------------

     (a) In the event that, at any time or from time to time after the date
hereof, there shall occur any change in the outstanding Common Stock of the
Company by reason of the declaration of stock dividends, through
recapitalization, or from stock splits or combinations of shares, without the
payment of any compensation therefor in money, services or property, then the
number of shares of Common Stock issuable upon exercise of the Warrants and the
Purchase Price, as in effect immediately prior thereto, shall be appropriately
adjusted (but without regard to fractions) to reflect such changes.

     (b) In the event that, at any time or from time to time after the date
hereof, there shall occur any consolidation of the Company with, or merger of
the Company with, or merger of the Company into, another corporation (other than
a consolidation or merger which does not result in any reclassification or
change of the outstanding Common Stock), then the Registered Holder of each
Warrant Certificate at the time of such event shall have the right


                                      12
<PAGE>

thereafter to receive, upon exercise of the subject Warrants, the kind and
amount of shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock for
which such Warrant might have been exercised immediately prior to such
consolidation or merger.

     (c) The foregoing Sections 8(a) and 8(b) shall similarly apply to
successive changes in the outstanding Common Stock and to successive
consolidations or mergers.

     (d) Irrespective of any adjustments or changes in the Purchase Price or the
number of shares of Common Stock purchasable upon exercise of the Warrants, the
Warrant Certificates theretofore and thereafter issued shall, unless the Company
shall exercise its option to issue new Warrant Certificates pursuant to Section
2(c) hereof, continue to express the Purchase Price per share and the number of
shares purchasable thereunder as the Purchase Price per share and the number of
shares purchasable thereunder were expressed in the Warrant Certificates when
the same were originally issued.

     (e) After each adjustment of the Purchase Price pursuant to this Section 8,
the Company will promptly prepare a certificate signed by the Chairman or
President or a Vice President, and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary, of the Company setting forth: (i) the
Purchase Price as so adjusted, (ii) the number of shares of Common Stock
purchasable upon exercise of each Warrant, after such adjustment, and (iii) a
brief statement of the facts accounting for such adjustment. The Company will
promptly file such certificate with the Warrant Agent and cause a brief summary
thereof to be sent by ordinary first class mail to each Registered Holder at his
last address as it shall appear



                                      -13-
<PAGE>

on the registry books of the Warrant Agent. No failure to mail such notice nor
any defect therein or in the mailing thereof shall affect the validity thereof
except as to the holder to whom the Company failed to mail such notice, or
except as to the holder whose notice was defective. The affidavit of an officer
of the Warrant Agent or the Secretary or an Assistant Secretary of the Company
that such notice has been mailed shall, in the absence of fraud, be prima facie
evidence of the facts stated therein.

     SECTION 9. Concerning the Warrant Agent.
                ----------------------------
     (a) The Warrant Agent acts hereunder as agent and in a ministerial capacity
for the Company, and its duties shall be determined solely by the provisions
hereof. The Warrant Agent shall not, by issuing and delivering Warrant
Certificates or by any other act hereunder, be deemed to make any
representations as to the validity or value or authorization of the Warrant
Certificates or the Warrants represented thereby or of any securities or other
property delivered upon exercise of any Warrant or whether any stock issued upon
exercise of any Warrant is fully paid and nonassessable.


                                      -14-
<PAGE>

     (b) The Warrant Agent shall not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Purchase Price provided in this Agreement, or to determine
whether any fact exists which may require any such adjustment, or with respect
to the nature or extent of any such adjustment, when made, or with respect to
the method employed in making the same. It shall not (i) be liable for any
recital or statement of fact contained herein or for any action taken, suffered
or omitted by it in reliance on any Warrant Certificate or other document or
instrument believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties, (ii) be responsible for any failure on
the part of the Company to comply with any of its covenants and obligations
contained in this Agreement or in any Warrant Certificate, or (iii) be liable
for any act or omission in connection with this Agreement except for its own
gross negligence or willful misconduct.

     (c) The Warrant Agent may at any time consult with counsel satisfactory to
it (who may be counsel for the Company) and shall incur no liability or
responsibility for any action taken, suffered or omitted by it in good faith in
accordance with the opinion or advice of such counsel.

     (d) Any notice, statement, instruction, request, direction, order or demand
of the Company shall be sufficiently evidenced by an instrument signed by the
Chairman of the Board of Directors, President or any Vice President (unless
other evidence in respect thereof is herein specifically prescribed). The
Warrant Agent shall not be liable for any action taken, suffered or omitted by
it in accordance with such notice, statement, instruction, request, direction,
order or demand.


                                      -15-
<PAGE>

     (e) The Company agrees to pay the Warrant Agent reasonable compensation for
its services hereunder and to reimburse it for its reasonable expenses
hereunder; the Company further agrees to indemnify the Warrant Agent and save it
harmless against any and all losses, expenses and liabilities, including
judgments, costs and counsel fees, for anything done or omitted by the Warrant
Agent in the execution of its duties and powers hereunder except losses,
expenses and liabilities arising as a result of the Warrant Agent's gross
negligence or willful misconduct.

     (f) The Warrant Agent may resign its duties and be discharged from all
further duties and liabilities hereunder (except liabilities arising as a result
of the Warrant Agent's own gross negligence or willful misconduct), after giving
30 days' prior written notice to the Company. At least 15 days prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to the Registered Holder of each Warrant
Certificate at the Company's expense. Upon such resignation the Company shall
appoint in writing a new warrant agent. If the Company shall fail to make such
appointment within a period of 30 days after it has been notified in writing of
such resignation by the resigning Warrant Agent, then the Registered Holder of
any Warrant Certificate may apply to any court of competent jurisdiction for the
appointment of a new warrant agent. Any new warrant agent, whether appointed by
the Company or by such a court, shall be a bank or trust company having a
capital and surplus, as shown by its last published report to its stockholders,
of not less than $10,000,000, or a stock transfer company doing business in New
York, New York. After acceptance in writing of such appointment by the new
warrant agent is received by the Company, such new warrant agent shall be vested
with the same powers, rights, duties and



                                      -16-
<PAGE>

responsibilities as if it had been originally named herein as the warrant agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary or expedient to execute and deliver any further assurance,
conveyance, act or deed, the same shall be done at the expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent. Not later than the effective date of any such appointment, the Company
shall file notice thereof with the resigning Warrant Agent and shall forthwith
cause a copy of such notice to be mailed to the Registered Holder of each
Warrant Certificate.

     (g) Any corporation into which the Warrant Agent or any new warrant agent
may be converted or merged, any corporation resulting from any consolidation to
which the Warrant Agent or any new warrant agent shall be a party, or any
corporation succeeding to the corporate trust business of the Warrant Agent or
any new warrant agent shall be a successor warrant agent under this Agreement
without any further act, provided that such corporation is eligible for
appointment as successor to the Warrant Agent under the provisions of the
preceding paragraph. Any such successor warrant agent shall promptly cause
notice of its succession as warrant agent to be mailed to the Company and to the
Registered Holder of each Warrant Certificate.

     (h) The Warrant Agent, its subsidiaries and affiliates, and any of its or
their officers or directors, may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same extent and with like effect as though it were not Warrant Agent.
Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.


                                      -17-
<PAGE>

        (i) The Warrant Agent shall retain for a period of two years from the
date of exercise any Warrant Certificate received by it upon such exercise.

     SECTION 10. Modification of Agreement.
                 -------------------------
     The Warrant Agent and the Company may by supplemental agreement make any
changes or corrections in this Agreement (a) that they shall deem appropriate to
cure any ambiguity or to correct any defective or inconsistent provision or
manifest mistake or error herein contained; or (b) that they may deem necessary
or desirable and which shall not adversely affect the interests of the holders
of Warrant Certificates; provided, however, that this Agreement shall not
otherwise be modified, supplemented or altered in any respect except with the
consent in writing of the Registered Holders representing not less than 66-2/3%
of the Warrants then outstanding; provided, further, that no change in the
number or nature of the securities purchasable upon the exercise of any Warrant,
or to increase the Purchase Price therefor, shall be made without the consent in
writing of the Registered Holders representing not less than 66-2/3% of the
Warrants then outstanding other than such changes as are specifically prescribed
by this Agreement as originally executed or as hereafter amended in accordance
herewith.

     SECTION 11. Notices.
                 -------
     All notices, requests, consents and other communications hereunder shall be
in writing and shall be deemed to have been made when delivered or mailed
first-class postage prepaid, or delivered to a telegraph office for transmission
if to the Registered Holder of a Warrant Certificate, at the address of such
holder as shown on the registry books maintained by the Warrant Agent; if to the
Company at P.O. Box 117, Augusta, New Jersey 07822-0117,



                                      -18-
<PAGE>

Attention: Barry M. Levine, or at such other address as may have been furnished
to the Warrant Agent in writing by the Company; and if to the Warrant Agent, at
its Corporate Office.

     SECTION 12. Governing Law.
                 -------------

     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York without giving effect to conflicts of laws.

     SECTION 13. Binding Effect.
                 --------------

     This Agreement shall be binding upon and inure to the benefit of the
Company, the Warrant Agent and their respective successors and assigns and the
holders from time to time of Warrant Certificates or any of them. Except as
hereinafter stated, nothing in this Agreement is intended or shall be construed
to confer upon any other person any right, remedy or claim or to impose upon any
other person any duty, liability or obligation.

     SECTION 14. Counterparts.
                 ------------

     This Agreement may be executed in several counterparts, which taken
together shall constitute a single document.


                                      -19-
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the first date first above written.

[SEAL]

SKYLANDS PARK MANAGEMENT,                    CONTINENTAL STOCK TRANSFER
INC.                                         & TRUST COMPANY
                                             As Warrant Agent

By:                                          By:
   ----------------------                        -----------------------
   Barry M. Levine                               Name:
   President                                     Title:

By:
   ----------------------------
   Robert H. Stoffel, Jr.
   Secretary



                                      -20-
<PAGE>

                                                                       Exhibit A
                                                                       ---------


No. WD-__                                                  _____Class D Warrants

                                                           CUSIP___________

                         Warrant Certificate for Class D
                         Common Stock Purchase Warrants

                         SKYLANDS PARK MANAGEMENT, INC.

     THIS CERTIFIES THAT, FOR VALUE RECEIVED, ______, or registered assigns (the
"Holder") is the owner of the number of Class D Warrants (the "Class D
Warrants") specified above. Each Class D Warrant initially entitles the Holder
to purchase, subject to the terms and conditions set forth in this Certificate,
one fully paid and nonassessable share (a "Share") of Common Stock, no par
value, of Skylands Park Management, Inc., a New Jersey corporation (the
"Company"), at any time prior to 5:00 p.m. (New York time) on December 31, 1997
upon the presentation and surrender of this Certificate with the subscription
form on the reverse hereof duly executed, at the corporate office of Continental
Stock Transfer & Trust Company, 2 Broadway, New York, New York 10004, as Warrant
Agent, or its successors (the "Warrant Agent"), accompanied by payment of $.50
per share, subject to adjustment (the "Purchase Price"), in lawful money of the
United States of America in cash or by check made payable to the Warrant Agent
for the account of the Company.
<PAGE>

     1. Exercise of Class D Warrants. The purchase rights represented by the
        ----------------------------
Class D Warrants are exercisable at the option of the Holder hereof, in whole or
in part (but not as to fractional Shares underlying the Class D Warrants),
during any period in which the Class D Warrants may be exercised as set forth
above. In the case of the purchase of less than all the Shares purchasable under
this Certificate, the Company shall cancel this Certificate upon the surrender
hereof and shall execute and deliver a new Certificate of like tenor, which the
Warrant Agent shall countersign, for the balance of the Shares purchasable
hereunder.

     2. Issuance of Certificates. Upon the exercise of the Class D Warrants, the
        ------------------------
issuance of certificates for Shares underlying such Class D Warrants shall be
made forthwith (and in any event as soon as practicable thereafter) without
charge to the Holder hereof, including, without limitation, any tax which may be
payable in respect of the issuance thereof, and such certificates shall be
issued in the name of, or in such names as may be directed by, the Holder
hereof; provided, however, that the Company shall not be required to pay any tax
        --------  -------
which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the Holder, and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

     3. Exercise Price. The initial exercise price under each Class D Warrant
        --------------
shall be $.50 per Share. The adjusted exercise price shall be the price which
shall result from time to time from any and all adjustments of the initial
exercise price in accordance with the provisions
<PAGE>

of Section 4 hereof and subject to Section 4 hereof. The term "Exercise Price"
shall mean the initial exercise price or the adjusted exercise price, depending
upon the context.

     4. Adjustments of Exercise Price and Number of Shares. In the event that,
        --------------------------------------------------
prior to the issuance by the Company of all the Shares issuable upon exercise of
the Class D Warrants represented by this Certificate, there shall be any change
in the outstanding Common Stock of the Company by reason of the declaration of
stock dividends, through recapitalization, or from stock splits or combinations
of shares, without the payment of any compensation therefor in money, services
or property, the remaining Shares still subject to the Class D Warrants and the
exercise price therefor shall be appropriately adjusted (but without regard to
fractions) by the Board of Directors of the Company to reflect such change.
Notwithstanding any such adjustments from time to time, the Class D Warrants may
continue to be represented by this Certificate, provided that the Company has
caused to be given to the Holder, at the time of the event giving rise to such
adjustment(s), a written notice setting forth the nature and extent of the
adjustment(s) required hereunder.

     5. Merger or Consolidation. In case of any consolidation of the Company
        -----------------------
with, or merger of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the corporation
formed by such consolidation or merger shall execute and deliver to the Holder a
supplemental warrant agreement providing that the holder of each Class D Warrant
then outstanding or to be outstanding shall have the right thereafter (until the
expiration of such Class D Warrant) to receive, upon exercise of such warrant,
the kind and
<PAGE>

amount of shares of stock and other securities and property receivable upon such
consolidation or merger, by a holder of the number of shares of Common Stock of
the Company for which such warrant might have been exercised immediately prior
to such consolidation or merger. Such supplemental warrant agreement shall
provide for adjustments which shall be identical to the adjustments provided in
Section 4 hereof. This Section 5 shall similarly apply to successive
consolidations or mergers.

     6. Exchange and Replacement of Certificate.
        ---------------------------------------
     (a) This Certificate is exchangeable without expense, upon the surrender
hereof by the registered Holder at the office of the Warrant Agent, for a new
Certificate of like tenor representing in the aggregate the right to purchase
the same number of Shares as are purchasable hereunder in such denominations as
shall be designated by the Holder hereof at the time of such surrender.
<PAGE>

     (b) Upon receipt by the Warrant Agent of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Certificate, and, in
case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of this Certificate, if
mutilated, the Company will make and deliver a new Certificate of like tenor, in
lieu of this Certificate.

     7. Elimination of Fractional Interests. The Company shall not be required
        -----------------------------------
to issue certificates representing fractions of Shares on the exercise of Class
D Warrants, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests, it being the intent that all fractional interests shall be
eliminated.

     8. Reservation of Securities. The Company shall at all times reserve and
        -------------------------
keep available out of its authorized Common Stock, solely for the purpose of
issuance upon the exercise of the Class B Warrants, such number of Shares as
shall be issuable upon the exercise thereof. Upon exercise of the Class D
Warrants represented by this Certificate, and payment of the Exercise Price
therefor, all Shares issuable upon such exercise shall be duly and validly
issued, fully paid and nonassessable.

     9. Rights of Class D Warrant Holders. The Class D Warrants do not confer
        ---------------------------------
upon the Holder hereof the right to vote or to consent or to receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company, prior to exercise of the Class D Warrants.
<PAGE>

     10. Headings. The headings in this Certificate are inserted for purposes of
         --------
convenience only and shall have no substantive effect.

     11. Law Governing. This Class D Warrant shall be construed and enforced in
         -------------
accordance with, and governed by, the laws of the State of New Jersey, without
giving effect to conflicts of law principles.

     12. Countersignature. This Certificate is not valid unless countersigned by
         ----------------
the Warrant Agent.

     IN WITNESS WHEREOF, the Company has caused this Certificate to be duly
executed, manually or in facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

Dated:_____________

                                             SKYLANDS PARK MANAGEMENT, INC.

                                             By:_______________________