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                                                                    EXHIBIT 10.5


                                                                   March 5, 2003

VISN Management Corp.
810 Twelfth Avenue South
Nashville, TN  37203
Attention: Wilford V. Bane

National Interfaith Cable Coalition, Inc.
74 Trinity Place
Suite 1550
New York, NY  10006
Attention: Ed Murray

Gentlemen:

This will confirm our agreement to further amend the Agreement between Odyssey
Holdings, LLC (now known as Crown Media United States, LLC, hereinafter "Crown")
and the National Interfaith Cable Coalition, Inc. ("NICC") dated as of November
13, 1998 (the "Programming Agreement"), which was previously amended by an
amendment dated as of February 22, 2001 between Crown, NICC and VISN Management
Corp. (the "Amendment"), as follows:

       1.     Paragraphs 1(c) and 2(b) of the Amendment provided for payment of
              license fees or production funding by Crown of up to $10,000,000
              per year for a Signature Series (the "Series"), co-produced by
              Crown and NICC. In view of the fact that production of the Series
              has not commenced in either 2002 or 2003 and accordingly NICC has
              not realized any "overhead fees" from the Series, Crown has agreed
              to pay NICC the sum of $3,000,000 in each of 2002 and 2003 to
              defer NICC's cost of maintaining its production operations during
              these years. As of the date of this Amendment, $3,750,000 of this
              amount has been paid. The remainder will be payable, upon receipt
              of invoice, in three installments of $750,000 each on April 1,
              2003, July 1, 2003 and October 1, 2003, provided that production
              of the Series has not commenced. Once production of the Series
              commences or the Programming Agreement or Amendment are terminated
              pursuant to their terms, Crown's obligation to make these payments
              will end and Crown will be entitled to recover the previous
              amounts paid pursuant to this paragraph from any future amounts
              payable by Crown or HEI to NICC or its affiliated companies under
              the license agreements or production budgets for the Series.

       2.     Under the Programming Agreement, NICC granted Crown certain
              exclusive broadcast rights to new programming produced pursuant to
              the Programming Agreement. These provisions in the Programming
              Agreement regarding exclusivity and license term (the "Program
              License Term") also governed programs produced pursuant to the
              Amendment. Notwithstanding the terms of the Programming Agreement,
              NICC and Crown have agreed that the period of Crown's exclusivity
              to the "non-dramatic" Holiday Specials described in Paragraph 1(d)
              of the Amendment will be determined as follows: At any time
              following the 60th day after the Hallmark Channel's initial
              telecast of a "non-dramatic" Holiday Special, NICC may submit a
              written request to Crown, asking that Crown waive its exclusivity
              to that Holiday Special. Crown will advise NICC within 15 days of
              receiving such request, whether it intends to rebroadcast the
              Special and, if so, the period during which Crown believes, in
              good faith, that it will need to retain its exclusivity to the
              Special. If Crown advises NICC that it wishes to retain
              exclusivity for a specified period, then Crown's rights to the
              Special will remain exclusive for that period and then following
              the specified period, will become non-exclusive for the remainder
              of the Program License Term. If Crown advises NICC that it does
              not require further exclusivity or does not respond within the 15
              day period, then Crown's rights to the Special will become
              non-exclusive for the remainder of the Program License Term.





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Except as amended herein, the terms of the Programming Agreement and Amendment
will remain in full force and effect.

Please confirm your agreement to the foregoing by countersignature where
provided below.


                                               Very truly yours,
                                               Crown Media United States, LLC


                                               By: /s/ DAVID J. EVANS
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Accepted and Agreed to
VISN Management Corp.


By:  /s/ WILFORD V. BANE, JR.
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National Interfaith Cable Coalition, Inc.


By:  /s/ EDWARD J. MURRAY
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