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                                                                    EXHIBIT 10.1


         AMENDMENTS, made as of May 15, 2002 to those certain Amended and
Restated Program License Agreements ("Agreements") dated as of January 1, 2001
between Hallmark Entertainment Distribution, LLC ("HED" or "Licensor") and Crown
Media United States, LLC (formerly known as Odyssey Holdings, LLC) ("CMUS" and
the "CMUS License") and between Licensor and Crown Media International, Inc.
("CMI" and the "CMI License").

         For good and valuable consideration, the receipt and sufficiency of
which are being acknowledged HED and CMUS and CMI hereby agree to amend the
Agreements as follows:

         1.       Whereas, (a) Pursuant to Paragraph 9 of the CMUS License, CMUS
                  may sublicense and transfer its rights in the Library Pictures
                  and New Pictures (the "Pictures") to a third party; and (b)
                  CMUS is desirous of engaging HED on a non-exclusive basis to
                  solicit and] enter into third party license agreements ("Third
                  Party License Agreements"), therefore CMUS hereby authorizes
                  HED, (a) to enter into Third Party License Agreements in its
                  own name covering rights controlled by CMUS in respect of
                  those titles set forth on Schedule A ("Schedule A Titles")
                  attached hereto and incorporated herein by reference; (b) if
                  requested and approved in writing by CMUS, to enter into Third
                  Party License Agreements in CMUS' name as its agent in respect
                  of the Pictures; and, (c) to collect all monies due in respect
                  of the Schedule A Titles (and the Pictures, if requested by
                  CMUS) and to remit one hundred percent (100%) of the amount
                  collected (the "Third Party License Fees") to CMUS (or in the
                  alternative, to direct that such Third Party License Fees be
                  paid directly to CMUS or CMI as applicable). With respect to
                  Schedule A Titles, and Pictures, if applicable, which are the
                  subject of Third Party License Agreements with terms which
                  extend beyond the Picture Term and the Second Picture Term, if
                  any, CMUS and HED shall share the Third Party License Fees.
                  HED's share shall be calculated by multiplying the Third Party
                  License Fee by a fraction, the numerator of which is the
                  number of days in that portion of the term of the Third Party
                  License Agreement which extends beyond the end of the Picture
                  Term and if extended, the Second Picture Term, and the
                  denominator of which shall be the length of the Third Party
                  License Agreement term (expressed in number of days). Any
                  payment due HED in respect of the foregoing is in addition to,
                  and not in lieu of, HED's 50% share, as provided for in
                  Paragraph 9 ("HED's Share"). The balance remaining after
                  deducting HED's Share will be CMUS' Share to which HED will be
                  entitled to such portion thereof, if any, as provided for in
                  Paragraph 9.

         2.       In addition, pursuant to Paragraph 11 of the CMI License, CMI
                  may sublicense and transfer its rights to the Pictures
                  licensed under the CMI License to third parties, subject to
                  the consent of HED. CMI hereby authorizes HED, on a
                  non-exclusive basis, to enter into Third Party License
                  Agreements for Pictures covered by the CMI License under terms
                  approved in advance in writing by CMI and to collect and remit
                  the Third Party License Fees therefrom to CMI in the same
                  manner as described in Paragraph 1 above.



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                  Any Third Party License Fees which exceed the license fees
                  paid HED by CMI for any Picture or are attributable to terms
                  exceeding CMI's Picture Terms will be allocated between CMI
                  and HED in the same manner as described in Paragraph 1. To the
                  extent HED enters into Third Party License Agreements for
                  Pictures covered by the CMI License, it will be deemed to have
                  consented to such Third Party Licenses.

         3.       Paragraph 10 [New] Accounting/Audit Rights - CMUS, CMI and
                  HED, as applicable shall with respect to the Schedule A Titles
                  and Pictures and to the extent either receives Third Party
                  License Fees, pay the other its allocable share of the Third
                  Party License Fees (if any) as calculated pursuant to
                  Paragraph 1 above within thirty (30) days of its receipt by
                  the collecting party. CMUS, CMI and HED shall each maintain
                  full, true, separate and accurate books and records of
                  accounts, including without limitation a record of all Third
                  Party License Fees they have invoiced and collected. Upon no
                  less than two (2) weeks advance written notice (or any shorter
                  period of time that may be agreed upon by the parties), either
                  party, at its sole cost and expense, shall have the right,
                  during reasonable business hours, at the other's principal
                  place of business within the continental United States (or
                  such other location that may be agreed upon by the parties) to
                  have it's agents or representatives audit, inspect and copy
                  the books and records of the other or the other's corporate
                  affiliates related to the Schedule A Titles and Pictures which
                  are subject to this provision. At no time shall either party
                  require the other to audit any documents at a location that is
                  outside of the continental United States. Each party shall, in
                  good faith, assist and cooperate with the other party in
                  connection with any such audit. Neither party may audit the
                  other's books and records relating to the Schedule A Titles
                  and Pictures more than once during any twelve (12) month
                  period.

         Except as amended hereby, the terms and conditions of the Agreement
shall be unaffected hereby and the Agreement shall remain in full force and
effect.

Agreed and Accepted:                        Agreed and Accepted:

Hallmark Entertainment Distribution, LLC    Crown Media United States, LLC

By: /s/ J. Ringler                          By: /s/ C. Stanford
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Agreed and Accepted:

Crown Media International, LLC.



By: /s/ C. Stanford
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