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                                                                    EXHIBIT 10.2


                                              As of February 22, 2001

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:

The Odyssey Holdings, L.L.C. Amended and Restated Company Agreement, dated as of
November 13, 1998, (the "Odyssey LLC Agreement") and the Crown Media Holdings,
Inc. Shareholders Agreement of January 27, 2000 ("Crown Shareholders
Agreement"), both contain terms relating to the production and broadcast over
the Odyssey Channel of certain National Interfaith Cable Coalition ("NICC")
Programming and Faith and Values Programming. We have agreed to amend the
Odyssey LLC Agreement and the Crown Shareholders Agreement with new terms
designed to improve the quality and reach of the NICC and Faith and Values
programs while enabling Odyssey Channel to significantly strengthen its
programming schedule, ratings and distribution. With the programming changes
provided for in this Amendment, we also hope that Odyssey will be able to obtain
the needed consents to re-brand itself as the "Hallmark Channel". It is our
intention that this Amendment will serve as a starting point for a closer and
more collaborative relationship between NICC and Odyssey, one which will expand
beyond the bounds of the provisions set out below. The terms which we have
agreed upon are as follows:

     1. Programming

     The terms relating to NICC and Faith and Values Programming set out in the
     Odyssey LLC Agreement and the Crown Shareholders Agreement, are amended to
     provide for a commitment by Odyssey and NICC to the following programming:

          a)   A NICC-controlled programming block from 6:00 a.m. to 1:00 p.m.
               on Sundays. (All time periods set out in this and the subsequent
               subparagraphs refer to local LA and NY time, as applicable, in
               Odyssey's East and West Coast programming feeds). NICC will own,
               produce and have the final say on all matters relating to the
               programming in this block, subject to Odyssey's "standards and
               practices" and technical standards. The "standards and
               practices" are


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               those already incorporated in the Odyssey LLC agreement, which
               currently govern the NICC programming on Odyssey. The technical
               standards are those currently applied by Odyssey to the
               programming produced by NICC and its members for the Sunday
               morning block, however, NICC and its members will endeavor to
               comply with the standards applied to other Odyssey programming,
               if possible. In NICC's discretion, the block may consist in part
               of up to three hours of worship services, airing in contiguous
               hours before noon.

          b)   A NICC-controlled, daily, one-half hour programming segment to be
               aired either at 6:30 a.m. or 7:00 a.m., Monday through Friday.
               NICC and Odyssey have agreed that this segment will initially run
               from 7 a.m. to 7:30 a.m. and that its effectiveness in this time
               period will be reexamined after the first full year of its
               broadcast. NICC will own, produce and have the final say on all
               matters relating to the programming in this block, subject to
               Odyssey's "standards and practices" and technical standards and
               the understanding that the programming will deal with faith and
               values issues, rather than worship programs.

          c)   A NICC "Signature" series owned by NICC and co-produced by NICC
               and Odyssey. This series will be one hour in length and will be
               aired between 8:00 a.m. and 1:00 p.m., Monday through Friday.
               NICC and Odyssey have agreed that this series will initially run
               from noon to 1 p.m. and that its effectiveness in this time
               period will be re-examined after the first broadcast year. As
               co-producers, NICC and Odyssey will each have all the customary
               rights of co-producers including:

                    i)   Approval over the executive producer and other key
                         "above-the-line" personnel;

                    ii)  Approval over script and other key creative elements:

                    iii) Budget approval (for purposes of the budget, Odyssey
                         agrees to a reasonable NICC "overhead" fee, to be
                         negotiated in good faith, but such fee will be at least
                         10% of the budget);

                    iv)  Credit as co-producer both on-screen and in advertising
                         and publicity.

               As this Signature Show will be closely identified with NICC, NICC
               will have the right to initially determine the subject matter of
               the show, however, Odyssey will have the right to veto any
               subject matter that does not meet its current program standards
               or violates the current guidelines in its trademark licenses with
               Hallmark Cards, Inc.


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          d)   Up to six NICC "Holiday Specials", to be broadcast in primetime
               during holiday seasons. The number of Holiday Specials, as well
               as the holidays they focus upon, will be determined by NICC. If
               the specials are non-dramatic in nature, they will be solely
               owned and produced by NICC, in "meaningful consultation" (as
               described below) with Odyssey. If the specials are "dramatic",
               for example a Christmas or Easter movie, NICC will co-produce and
               co-own the specials with Hallmark Entertainment, Inc. ("HEI").
               All business and creative matters on the co-produced, dramatic
               specials will be jointly agreed to by HEI and NICC, i.e., each
               will have the rights of co-producer described above. NICC will
               determine how many of the "Holiday Specials" are dramatic
               specials. HEI will act as distributor of the dramatic Holiday
               Specials it co-produces with NICC for a period of 25 years,
               pursuant to its standard distribution agreement. The agreement
               will provide for HEI's "off-the-top" recovery of the production
               financing it has provided for the dramatic specials plus a 20%
               distribution fee. NICC will have broadcast rights to these
               specials, at no license fee, for the digital channel described
               below. As with the "signature" series, with respect to these
               co-produced holiday specials, Odyssey agrees to a reasonable NICC
               "overhead" fee, to be negotiated in good faith, but such fee
               will be at least 10% of the budget.

          e)   HEI will produce a "Faith and Values" weekly one-hour series, in
               meaningful consultation with NICC ("meaningful consultation" will
               include consultation on show content, scripts, on-air talent,
               budget, producers, directors and writers and the right to view
               and comment upon the "rough cut" of each program.) This series
               will be aired once per week between 7:00 p.m. and 11:00 p.m.
               Odyssey will have final say on all creative matters regarding
               this programming and it will be owned by HEI.

     The initial broadcast dates of all the foregoing programs and series
     (except for the Sunday morning program block described in Paragraph 1(a)
     which is expected to be implemented as soon as possible), will be
     determined by mutual agreement, however, it is anticipated that most of
     these programs will debut at the latest in the first quarter of 2002 and
     that the holiday specials would debut throughout 2002. The number of
     original episodes of each series required to be produced will be negotiated
     in good faith based on industry norms for the type of series (generally 130
     episodes for "talk shows" or similar formats and no less than 65 episodes
     in any case).

     2. Financial Commitment for Programming:

     Odyssey and HEI will commit to the following financial contributions to the
     programming described above:


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          a)   Odyssey will pay NICC a total license fee of $5,300,000 per year
               for the entire Sunday morning block and daily one-half hour
               program, with the CPI escalations currently provided for in
               Paragraph 6.6 the Odyssey LLC Agreement. This license fee will be
               paid in equal quarterly installments of one-quarter of the total
               yearly fee. Any termination of Odyssey's obligation to make
               payments pursuant to this subparagraph, will not effect its
               obligations for payment of the "Additional NICC Budget", in
               accordance with the terms of Paragraph 6.6 of the Odyssey LLC
               Agreement, so long as VMC holds its Preferred Interest, as
               defined in the Odyssey LLC Agreement. Until Odyssey's payment
               obligations under this subparagraph a) end, however, the payments
               hereunder will be in lieu of any payment obligations under
               Paragraph 6.6 of the Odyssey LLC Agreement.

          b)   Odyssey and HEI will pay license fees or production financing
               equal to the agreed upon production costs for the Signature
               Series, up to a cap of $10,000,000 per year. The license fees or
               production financing will be paid in accordance with a payment
               schedule to be mutually agreed upon.

          c)   Odyssey will pay a license fee equal to NICC's production costs
               for the non-dramatic Holiday Specials, up to a cap of $600,000
               per special. This license fee will be paid in the customary
               installments of one-sixth on Odyssey's approval of preliminary
               treatment and budget, one-third at the start of production,
               one-third on completion of principal photography and one-sixth on
               delivery. For the dramatic Holiday Specials, Odyssey will pay
               NICC a license fee equal to production costs up to a cap of
               $1,000,000 per special. If the production costs for any of these
               dramatic specials exceed $1,000,000, HEI will pick up the
               production costs in excess of this license fee, up to a maximum
               additional amount of $1,500,000 per special.

          d)   HEI will fund the production costs, up to a maximum of
               $25,000,000, for the production of the weekly, one hour "Faith
               and Values" series.

     3. Digital Channel

     Odyssey will provide turnkey management and operations services for a NICC
     digital channel, which will launch within 36 months of the Effective Date
     provided for below. (If the NICC digital channel does not launch within 36
     months, either N1CC or Odyssey may, on written notice to the other,
     terminate all provisions of this Paragraph 3). NICC will own the digital
     channel and Odyssey will perform its management and operations services
     under the direction and control of NICC. Odyssey's fee and the other terms
     and conditions under which Odyssey will provide these management services
     will


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     be negotiated in good faith. For purposes of these negotiations, however,
     Odyssey has specifically agreed to provide the following elements at no
     cost or at rates indicated:

          a)   Playback and uplink facilities at no charge for at least three
               years. (Odyssey will provide assistance in securing satellite
               transponder space, however, the cost of the transponder will be
               borne by NICC.)

          b)   Representation services in selling advertising for the digital
               channel at a 15% commission.

          c)   25 hours per week at no charge of dedicated assistance from
               executive in Odyssey's affiliate sales group in securing
               distribution for the digital channel;

          d)   Non-exclusive rights to 63 two-hour movies, six mini-series, and
               3 series each year from the Hallmark Entertainment and Odyssey
               libraries at no charge;

          e)   Broadcast and Internet (i.e. digital broadband and narrowband)
               rights to any Faith and Values programming which Odyssey
               controls, following its exclusive broadcast window on Odyssey.
               This will include all Holiday Specials.

          f)   If Hallmark Cards approves the re-branding of the Odyssey Channel
               to the "Hallmark Channel", the Hallmark Channel will transfer its
               rights to the Odyssey trademark and related domain names to NICC.
               This will permit NICC, at its election, to use this mark as the
               name for either or both the digital channel and its Sunday
               morning programming block on the Hallmark Channel.

NICC will have the right to terminate any services or facilities provided by
Odyssey for the NICC digital channel upon 90 days written notice, provided that
the terminated service or facility can be separated from the other services or
facilities still provided by Odyssey (i.e. the continuing services are not
dependent or priced based upon Odyssey also handling the terminated service) and
Odyssey will not incur any continuing third party expense or obligation for the
service or facility following the effective date of termination.

     4. Marketing and Promotional Support:

     Odyssey will provide marketing and promotional support for all NICC
     Programs and the Faith and Values Programs no less favorable than what it
     provides other programming in the same day parts. The nature of this
     promotion is described in Attachment A.


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     5. Consultation with NICC on Odyssey Programming Schedule

     Odyssey's President and CEO would meet with NICC, once per quarter, to
     review the Odyssey schedule. Odyssey would give serious consideration to
     any views expressed by NICC regarding the schedule. Odyssey will use its
     best efforts to ensure that any non-NICC programming placed by Odyssey
     adjacent to the NICC and Faith and Values programming is appropriate in
     nature as a transition into or out of the NICC and Faith and Values
     programming, although the selection of such programming will be entirely in
     Odyssey's discretion.

     6. Consideration of Programming Proposals from NICC Members

     In addition to the programs described above to be produced or co-produced
     by NICC, Odyssey will give good faith, meaningful consideration to
     broadcasting other programming concepts proposed by NICC or by NICC members
     through NICC.

     7. Term of Commitments

          a)   Except where specified to the contrary, the commitments described
               in Paragraphs 1 through 6 above will have a term of five years,
               measured from March 26, 2001 (the "Effective Date").

          b)   As to the programming and financing commitments described in
               Paragraphs 1 and 2 above (the "Programming Commitments"), six
               months prior to the end of the five year period, Odyssey will
               negotiate in good faith with NICC regarding continuation of these
               Programming Commitments. If, at the end of the negotiations, the
               parties have not reached agreement and Odyssey is not willing to
               continue the Programming Commitments at the same levels, NICC may
               compel Odyssey's parent company, Crown Media Holdings, Inc.
               ("Crown"), to buy all of NICC's outstanding shares of Crown at
               their then-current market value, by written notice given no later
               than 60 days following the end of the five year period. The
               market value of the shares will be calculated based on the
               average share price during the 30 day period prior to and
               following the date of notice.

          c)   In the event NICC sells more than 50% of its shares of Crown
               Media Holdings, Inc. Class A common stock which it owns as of the
               date hereof, the commitments described in Paragraphs 1, 2, 4 and
               5 above will cease at the end of the then-current broadcast
               season (approximately August 31st). Odyssey may terminate its
               commitment to provide management services for the digital
               channel, described in Paragraph 3, at any time after NICC sells
               50% or more of its Crown interest, on one year's written notice.


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          d)   In the event there is a change of control of Crown, Crown will
               require the buyer of the controlling interest to assume the
               commitments in Paragraphs 1 through 6 for the remainder of three
               year period measured from the Effective Date and will use
               reasonable efforts to convince the buyer to accept the
               commitments for the remainder of the five year period, measured
               from the Effective Date. If the buyer does not agree to accept
               all such commitments for the remainder of the five year period,
               the buyer will be required, if NICC so elects, to buy the shares
               of Crown stock held by NICC at their then current market value,
               in the manner described in Paragraph 7(b) above.

     If the foregoing accurately sets out the terms we have agreed upon, please
     confirm your agreement to this amendment by countersigning where provided
     below.

                                       Odyssey Holdings, L.L.C.


                                       By /s/ MARGARET A. LOESCH
                                          --------------------------------------
                                          President and CEO              3-29-01

     Accepted and Agreed to:

     National Interfaith Cable Coalition, Inc.


     By /s/ EDWARD J. MURRAY
        --------------------------------------
        President and CEO              3/26/01

     VISN Management Corp.

     By /s/ WILFORD V. BANE
        --------------------------------------
        Chairman                       3/27/01


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                                  ATTACHMENT A

March 20, 2001
Draft #4

                    ODYSSEY MARKETING AND PROMOTIONAL SUPPORT
                    FOR NICC AND FAITH-AND-VALUE PROGRAMMING

Marketing and promotional activities for NICC and co-produced programming may be
initiated and implemented by either Odyssey or NICC. In that regard, both
parties will have the right to sign-off on specific pieces. Marketing personnel
from Odyssey and NICC will meet on a quarterly basis to review strategic
marketing opportunities.


     ON-AIR SUPPORT

PSAs (produced or presented by NICC)

     Minimum of 80 :30 units per month

     Effectiveness of campaign to be evaluated on a bi-quarterly basis

     Recommended Schedule: The PSAs would average approximately 3 per day and
would air throughout the channel's schedule, at least one between 6 PM and
midnight.

PROGRAMMING TUNE-IN (NICC AND CO-PRODUCED PROGRAMMING)

     Minimum of 35 :30 promo units per month (produced by Odyssey in
consultation with NICC)

     Effectiveness of campaign to be evaluated on a bi-quarterly basis

     Recommended Schedule; The promos would average approximately 1 per day and
would air throughout the channel's schedule, at least two per week between 6 PM
and midnight.

                                DIRECT MARKETING

Promoting NICC programming within existing or future direct marketing pieces
will be determined based on programming priorities. Co-Produced programming will
be promoted in a manner proportionate with that done for programming in similar
day parts. Exclusive programming grids highlighting NICC and Faith-and-Values
programming will be produced on a as requested basis for promotional and event
usage, subject to budgetary constraints.


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     MARKETING MATERIALS

Sell-sheets for at least 5 NICC or co-produced programs will be prepared
specifically for NICC promotional usage and made available to the channels Ad
Sales Division. Odyssey usage of these sell-sheets will be determined on an
ongoing basis and subject to current business needs. All co-production sell
sheets produced will be represented at national and international shows (NAPTE,
MIP, etc.) to the extent Odyssey participates in these shows.

Odyssey will provide current/approved artwork and logo usage at no additional
charge (i.e., usage fees for existing key art). Usage of the channel's logo is
subject to prior approval by the channel. Furthermore, if additional production
is required, appropriate fees will be charged on a case-by-case basis (i.e., net
cost with no associated mark-up).

     ONLINE

Odyssey will transfer all related Odyssey domain names, listed on the attached
page, to NICC. Odyssey will provide to NICC the odysseychannel.com web-site
which includes: all related web-graphics, web-pages, source code and odyssey
store infrastructure. NICC will be responsible for establishing Affiliate
partnerships with e-commerce partners of their choice such as Amazon.com or
other direct commerce providers such as Video Library. The odysseychannel.com
site is built to run on a Windows NT web-server. NICC will be responsible for
establishing a Web-Hosting solution for the odysseychannel.com site, which will
need to be a Windows NT web-server. The odysseychannel.com web-site can also run
on a UNIX server with minor modifications.

Odyssey will continue to provide online promotional support for NICC Programming
and Co-Produced Programming to include: program specific Web pages for
Co-Produced Programming; hotlinks to www.faithandvalues.com; hotlinks to NICC
program specific Web pages which may include video and audio streaming of
program segments. NICC may also hotlink to Odyssey websites from NICC and NICC
member sites.

Odyssey will create and manage Web Pages for Co-Produced Programming. NICC will
create and manage Web Pages for NICC Programming.

Odyssey will continue to utilize the e-mail newsletter to promote NICC
productions and co-productions as appropriate.


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     PUBLICITY

NICC productions and co-productions will be represented in program publicity
initiatives as appropriate. This Includes public relations, program publicity
and media relations initiatives. NICC will be responsible for implementing
publicity initiatives for NICC programming. Odyssey will represent co-produced
programming in future press kits and media guides as determined to be
appropriate by the channel and based on current business needs. Odyssey will
work with NICC to assure that available photos of NICC programming and
co-produced programming are accessible to both parties and available to the
press.

Odyssey will manage the distribution of press materials developed by the network
for publicity campaigns as determined by the network, including absorbing the
expenses associated with postage, fulfillment (press material mailings and
contact lists) and clipping service fees (i.e., for capturing related articles,
stories).

All non-scheduling questions regarding NICC programming will be forwarded to
NICC for direct response. NICC will be provided a record of all NICC-related
viewer inquiries.

                                  MAILING LISTS

NICC will have the right to receive names, addresses or other contact
information for all viewers inquiries about NICC programming or co-produced
programming.


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                         DOMAIN NAMES OWNED BY ODYSSEY

     DIGITALODYSSEY.NET
     MYFAMILYODYSSEY.COM
     MYFAMILYODYSSEY.NET
     MYODYSSEY.NET
     MYODYSSEYFAMILY.COM
     MYODYSSEYFAMILY.NET
     ODYSSEYAFFILIATE.COM
     ODYSSEYAFFILIATE.NET
     ODYSSEYANYWHERE.COM
     ODYSSEYANYWHERE.NET
     ODYSSEYBREAKFAST.COM
     ODYSSEYBREAKFAST.NET
     ODYSSEYBROADBAND.COM
     ODYSSEYBROADBAND.NET
     ODYSSEYCHANNEL.COM
     ODYSSEYCHANNEL.NET
     ODYSSEYCOMMUNICATIONS.COM
     ODYSSEYCOMMUNICATIONS.NET
     ODYSSEYCOMMUNITY.COM
     ODYSSEYCOMMUNITY.NET
     ODYSSEYCONNECT.COM
     ODYSSEYCONNECT.NET
     ODYSSEYDIGITAL.NET
     ODYSSEYENTERTAINMENT.NET
     ODYSSEYFAMILY.COM
     ODYSSEYFAMILY.NET
     ODYSSEYFAMILYBREAKFAST.COM
     ODYSSEYFAMILYBREAKFAST.NET
     ODYSSEYFAMILYMEDIA.COM
     ODYSSEYFAMILYMEDIA.NET
     ODYSSEYFAMILYNETWORK.COM
     ODYSSEYFAMILYNETWORK.NET


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     ODYSSEYHOLDINGS.COM
     ODYSSEYHOLDINGS.NET
     ODYSSEYJR.COM
     ODYSSEYJR.NET
     ODYSSEYJUNIOR.COM
     ODYSSEYJUNIOR.NET
     ODYSSEYKIDS.COM
     ODYSSEYKIDS.NET
     ODYSSEYLIFESTYLE.COM
     ODYSSEYLIFESTYLE.NET
     ODYSSEYLIVE.COM
     ODYSSEYLIVE.NET
     ODYSSEYNEWMEDIA.COM
     ODYSSEYNEWMEDIA.NET
     ODYSSEYNEWS.COM
     ODYSSEYNEWS.NET
     ODYSSEYNOW.COM
     ODYSSEYNOW.NET
     ODYSSEYONLINE.COM
     ODYSSEYSHOWCASE.COM
     ODYSSEYSHOWCASE.NET
     ODYSSEYTHEATER.NET
     ODYSSEYTODAY.COM
     ODYSSEYTODAY.NET
     OURFAMILYODYSSEY.COM
     OURFAMILYODYSSEY.NET
     YOURFAMILYODYSSEY.COM
     YOURFAMILYODYSSEY.NET


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