**Exhibit10.6**

**COPYRIGHTSECURITY AGREEMENT**

This CopyrightSecurity Agreement (this “Copyright Security Agreement”) is entered into as ofJuly 27, 2007.

WHEREAS, CrownMedia Holdings, Inc. (the “Borrower”), and the Guarantors signatory hereto)(the Borrower and the Guarantors being collectively referred to herein as the “Grantors,”and individually as a “Grantor”) now own or hold and/or may hereafter acquireor hold certain copyrights and rights under copyright with respect to certainmotion pictures, films or video tapes or any episodes thereof produced fortheatrical, non-theatrical or television release or for release in any othermedium, in each case whether recorded on film, videotape, cassette, cartridge,disc or other optical or electronic media or on or by any other means, method,process or device whether now known or hereafter developed, including, withoutlimitation, those listed on Schedule 1 hereto (all of the foregoing items beingcollectively called the “items of Product” and each item individually an “itemof Product”) as such Schedule 1 may be amended from time to time by theaddition of copyrights subsequently arising or acquired;

WHEREAS, pursuantto that certain Waiver and Standstill Agreement dated as of March 21, 2006 (asthe same has been and may be amended, supplemented or otherwise modified,renewed or replaced from time to time, the “Waiver Agreement”), among theGrantors, Hallmark Cards, Incorporated (“Hallmark”) and various of itssubsidiaries (collectively the “Hallmark Lenders”), Hallmark has agreed todefer certain payments and to modify certain terms of the Subject Obligations(as defined in the Waiver Agreement);

WHEREAS, pursuantto the terms of a Security and Pledge Agreement dated as of the date hereof (the“Security and Pledge Agreement”), each of the Grantors has granted to Hallmark(for the benefit of Hallmark and the Hallmark Lenders) a security interest inall personal property of the Grantors whether now owned, presently existing orhereafter acquired or created, including, without limitation, all right, titleand interest of the Grantors in, to and under any copyright or copyrightlicense, whether now existing or hereafter arising, acquired or created, andall proceeds thereof or income therefrom, to secure, in the case of theBorrower, the payment and performance of the Subject Obligations (as defined inthe Waiver Agreement) and in connection with the guaranty of the SubjectObligations pursuant to the Security and Pledge Agreement;

NOW, THEREFORE,for good and valuable consideration the receipt and sufficiency of which ishereby acknowledged, each of the Grantors does hereby grant to Hallmark (forthe benefit of Hallmark and the Hallmark Lenders), as security and for theguaranty thereof pursuant to the Security and Pledge Agreement, a continuingsecurity interest in all of such Grantor’s right, title and interest in and toall personal property, tangible and intangible, wherever located or situatedand whether now owned, presently existing or hereafter acquired or created,including, but not limited to, all goods, accounts, instruments, intercompanyobligations, contract rights, partnership and joint venture interests,documents, chattel paper, general intangibles, 

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goodwill, equipment,machinery, inventory, investment property, copyrights, trademarks, trade names,insurance proceeds, cash, deposit accounts and the securities pledged toHallmark (on behalf of Hallmark and the Hallmark Lenders), pursuant to theSecurity and Pledge Agreement and any proceeds thereof, products thereof orincome therefrom, further including, but not limited to, all of such Grantor’sright, title and interest in and to each and every item and type of Product,the scenario, screenplay or script upon which an item of Product is based, allof the properties thereof, tangible and intangible, and all domestic andforeign copyrights and all other rights therein and thereto, of every kind andcharacter, whether now in existence or hereafter to be made or produced, andwhether or not in possession of such Grantor, including with respect to eachand every item of Product and without limiting the foregoing language, each andall of the following particular rights and properties (to the extent they arenow owned or hereafter owned by such Grantor):

(i)            allscenarios, screenplays and/or scripts at every stage thereof;

(ii)           all common law and/or statutorycopyright and other rights in all literary and other properties (hereinaftercalled “said literary properties”) which form the basis of such item ofProduct and/or which are or will be incorporated into such item of Product, allcomponent parts of such item of Product consisting of said literary properties,all motion picture rights in and to the story, all treatments of said story andsaid literary properties, together with all preliminary and final screenplaysused and to be used in connection with such item of Product, and all otherliterary material upon which such item of Product is based or from which it isadapted;

(iii)          all motion picture rights in and toall music and musical compositions used and to be used in such item of Product,if any, including, each without limitation, all rights to record, rerecord,produce, reproduce or synchronize all of said music and musical compositions inand in connection with motion pictures;

(iv)          all tangible personal propertyrelating to such item of Product, including, without limitation, all exposedfilm, developed film, positives, negatives, prints, positive prints, answerprints, special effects, preparing materials (including interpositives,duplicate negatives, internegatives, color reversals, intermediates, lavenders,fine grain master prints and matrices, and all other forms of pre-printelements), sound tracks, cutouts, trims and any and all other physical propertiesof every kind and nature relating to such item of Product whether in completedform or in some state of completion, and all masters, duplicates, drafts,versions, variations and copies of each thereof, in all formats whether onfilm, videotape, disk or other optical or electronic media or otherwise and allmusic sheets and promotional materials relating to such item of Product(collectively, the “Physical Materials”);

(v)           all collateral, allied, subsidiaryand merchandising rights appurtenant or related to such item of Productincluding, without limitation, the following rights:  all rights to produce remakes, sequels orprequels to such item of Product, based upon such item of Product, saidliterary properties or the theme of such item of Product and/or the text or anypart of said literary properties; all rights throughout the world to broadcast,transmit and/or reproduce by means of television (including commerciallysponsored, 

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sustaining and subscription or “pay” television) or bystreaming video or by other means over the internet or any other open or closedphysical or wireless network or by any process analogous to any of theforegoing, now known or hereafter devised, such item of Product or any remake,sequel or prequel to the item of Product; all rights to produce primarily fortelevision or similar use, a motion picture or series of motion pictures, byuse of film or any other recording device or medium now known or hereafterdevised, based upon such item of Product, said literary properties or any partthereof, including, without limitation, based upon any script, scenario or thelike used in such item of Product; all merchandising rights including, withoutlimitation, all rights to use, exploit and license others to use and exploitany and all commercial tie-ups of any kind arising out of or connected withsaid literary properties, such item of Product, the title or titles of suchitem of Product, the characters of such item of Product and/or said literaryproperties and/or the names or characteristics of said characters and includingfurther, without limitation, any and all commercial exploitation in connectionwith or related to such item of Product, any remake, sequel or prequel thereofand/or said literary properties;

(vi)          all statutory copyrights, domestic andforeign, obtained or to be obtained on such item of Product, together with anyand all copyrights obtained or to be obtained in connection with such item ofProduct or any underlying or component elements of such item of Product, including,in each case without limitation, all copyrights on the property described insubparagraphs (i) through (v) inclusive, of this definition, together with theright to copyright (and all rights to renew or extend such copyrights) and theright to sue in the name of any of the Credit Parties for past, present andfuture infringements of copyright;

(vii)         all insurance policies and completionguaranties connected with such item of Product and all proceeds which may bederived therefrom;

(viii)        all rights to distribute, sell, rent,license the exhibition of and otherwise exploit and turn to account such itemof Product, the Physical Materials, the motion picture rights in and to thestory and/or other literary material upon which such item of Product is based orfrom which it is adapted, and the music and musical compositions used or to beused in such item of Product;

(ix)           any and all sums, proceeds, money,products, profits or increases, including money profits or increases (as thoseterms are used in the UCC or otherwise) or other property obtained or to beobtained from the distribution, exhibition, sale or other uses or dispositionsof such item of Product or any part of such item of Product, including, withoutlimitation, all sums, proceeds, profits, products and increases, whether inmoney or otherwise, from the sale, rental or licensing of such item of Productand/or any of the elements of such item of Product including, withoutlimitation, from collateral, allied, subsidiary and merchandising rights, andfurther including, without limitation, all monies held in any CollectionAccount;

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(x)            the dramatic, nondramatic, stage,television, radio and publishing rights, title and interest in and to such itemof Product, and the right to obtain copyrights and renewals of copyrightstherein;

(xi)           the name or title of such item ofProduct and all rights of such Borrower to the use thereof, including, withoutlimitation, rights protected pursuant to trademark, service mark, unfaircompetition and/or any other applicable statutes, common law, or other rule orprinciple of law;

(xii)          any and all contract rights and/orchattel paper which may arise in connection with such item of Product;

(xiii)         all accounts and/or other rights topayment which such Borrower presently owns or which may arise in favor of suchBorrower in the future, including, without limitation, any refund or rebate inconnection with a completion guaranty or otherwise, all accounts and/or rightsto payment due from Persons in connection with the distribution of such item ofProduct, or from the exploitation of any and all of the collateral, allied,subsidiary, merchandising and other rights in connection with such item ofProduct;

(xiv)        any and all “general intangibles” (asthat term is defined in the UCC) not elsewhere included in this definition,including, without limitation, any and all general intangibles consisting ofany right to payment which may arise in connection with the distribution orexploitation of any of the rights set out herein, and any and all generalintangible rights in favor of such Borrower for services or other performancesby any third parties, including actors, writers, directors, individualproducers and/or any and all other performing or nonperforming artists in anyway connected with such item of Product, any and all general intangible rightsin favor of such Borrower relating to licenses of sound or other equipment, orlicenses for any photograph or photographic or other processes, and any and allgeneral intangibles related to the distribution or exploitation of such item ofProduct including general intangibles related to or which grow out of theexhibition of such item of Product and the exploitation of any and all otherrights in such item of Product set out in this definition;

(xv)         any and all goods including, withoutlimitation, inventory (as that term is defined in the UCC) which may arise inconnection with the creation, production or delivery of such item of Productand which goods pursuant to any production or distribution agreement orotherwise are owned by such Borrower;

(xvi)        all and each of the rights, regardlessof denomination, which arise in connection with the acquisition, creation,production, completion of production, delivery, distribution, or otherexploitation of such item of Product, including, without limitation, any andall rights in favor of such Borrower, the ownership or control of which are ormay become necessary or desirable, in the opinion of Hallmark, in order tocomplete production of such item of Product in the event that Hallmarkexercises any rights it may have to take over and complete production of suchitem of Product;

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(xvii)       any and all documents issued by anypledgeholder or bailee with respect to such item of Product or any PhysicalMaterials (whether or not in completed form) with respect thereto;

(xviii)      any and all Collection Accounts or otherbank accounts established by such Borrower with respect to such item ofProduct;

(xix)         any and all rights of such Borrowerunder any License Agreements or Platform Agreements relating to such item ofProduct; and

(xx)          any and all rights of such Borrowerunder contracts relating to the production or acquisition of such item ofProduct.

(all of the foregoing items or types of property,whether presently existing or hereafter arising or acquired, shall be referredto herein collectively as the “Collateral”).

Each of the Grantors agrees that if any person, firmor corporation shall do or perform any act(s) which Hallmark believesconstitute a copyright infringement of the screenplay or of any of theliterary, dramatic or musical material contained in any item of Product or uponwhich any item of Product is based, or constitute a plagiarism, or violate orinfringe any right of any Grantor, the Hallmark Lenders or Hallmark therein, orif any person, firm or corporation shall do or perform any act(s) whichHallmark believes constitute an unauthorized or unlawful distribution,exhibition, or use thereof, then Hallmark (on behalf of Hallmark and theHallmark Lenders) may and shall have the right to take such steps and institutesuch suits or proceedings as Hallmark may reasonably deem advisable ornecessary to prevent such act(s) and/or conduct and to secure damages and otherrelief by reason thereof, and to generally take such steps as may be advisableor necessary or proper for the full protection of the rights of theparties.  Hallmark may take such steps orinstitute such suits or proceedings in its own name or in the name of theGrantors or in the names of the parties jointly.  Hallmark agrees to give Grantor notice of anyaction taken by Hallmark hereunder.

This security interest is granted in conjunction withthe security interests granted to Hallmark (for the benefit of Hallmark and theHallmark Lenders) pursuant to the Security and Pledge Agreement.  Each Grantor and Hallmark hereby furtheracknowledges and affirms that the rights and remedies of Hallmark (for thebenefit of Hallmark and the Hallmark Lenders) with respect to the securityinterest made and granted hereby are more fully set forth in the Security andPledge Agreement and are subject to the limitations (including certain rightsof quiet enjoyment in favor of licensees), the terms and provisions of whichare incorporated by reference herein as if fully set forth herein.

So long as no Event of Default shall have occurred andbe continuing, and subject always to the various provisions of this CopyrightSecurity Agreement, the Security and Pledge Agreement and the Waiver Agreementexecuted by the Grantors, the Grantors may use, license and exploit theCollateral in any lawful manner permitted hereunder, under the Security andPledge Agreement and the Waiver Agreement.

**THIS COPYRIGHT SECURITY AGREEMENTSHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATEOF**

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**MISSOURI APPLICABLE TO CONTRACTS MADE AND TO BEPERFORMED WHOLLY WITHIN THE STATE OF MISSOURI.**

Capitalized terms used herein and not otherwisedefined shall have the meaning given such terms in the Security and Pledge Agreement.

IN WITNESS WHEREOF, each of the Grantors has dulyexecuted this Copyright Security Agreement as of the date first written above.
|   | CROWN MEDIA HOLDINGS, INC.       |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   | By                               | /s/ Charles L.  Stanford |
|   | Name: Charles L.  Stanford       |
|   | Title: Executive  Vice President |
|   |                             |
|   | GUARANTORS:                      |
|   | CROWN MEDIA  UNITED STATES, LLC  |
|   | HM INTERMEDIARY,  LLC            |
|   | CITI TEEVEE, LLC                 |
|   | DOONE CITY  PICTURES, LLC        |
|   |                             |
|   |                             |
|   | By                               | /s/ Charles L.  Stanford |
|   | Name: Charles L.  Stanford       |
|   | Title: Vice  President           |

 

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