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                                                                    EXHIBIT 10.5

                                LICENSE AGREEMENT


         This License Agreement (the "Agreement") is effective on the 14th day
of March, 2000 and is by and between THE JIM HENSON COMPANY, INC., a New York
corporation having offices at 1416 North La Brea Avenue, Hollywood, California
90028 (hereinafter referred to as "HENSON"), and ODYSSEY HOLDINGS, LLC, a
[Delaware] limited liability corporation having its principle offices at
_________ ("ODYSSEY").

         WHEREAS, HENSON is the owner of certain rights in and to the trademark
KERMIT, the trademark and character KERMIT THE FROG, and other marks and
characters, throughout the world;

         WHEREAS, ODYSSEY owns and operates the Odyssey Channel, a high quality,
family-oriented subscription television service for distribution over cable,
satellite and other non-standard television systems in the United States (the
"Service");

         WHEREAS, HENSON has previously granted a limited license to use
portions of its programming library on the Service pursuant to an agreement
dated as of November 13, 1998, as amended as of May 20, 2000 (the "Henson
Program License");

         WHEREAS, HENSON's parent company, EM.TV & Merchandising AG ("EM.TV"),
is granting ODYSSEY a limited license to use portions of its programming library
pursuant to an agreement of even date herewith (the "EM.TV Program License");

         WHEREAS, ODYSSEY desires to license from HENSON the right to use the
name THE KERMIT BLOCK and, in conjunction therewith, to license a likeness of
the character KERMIT THE FROG, as the name and logo for a regular block of
television programming delivered solely via the Service, to feature programming
provided pursuant to the Henson Program License and other programming expressly
approved by Henson hereunder, including certain programming provided pursuant to
the EM.TV Program License;

         WHEREAS, ODYSSEY also desires to license from HENSON the right to
transmit as part of such program block certain interstitial programming
incorporating certain characters and related marks owned by HENSON; and

         WHEREAS, HENSON is willing to grant a license pursuant to the terms and
conditions set forth below;

         NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is acknowledged, and in consideration of the respective
covenants and agreements of the parties herein contained, the parties agree as
follows:


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1. DEFINITIONS.

         In this Agreement, the following terms shall have the meanings set
forth below:

         a. "Licensed Kermit Marks" shall mean the trademark and/or service mark
KERMIT and the likeness of the character KERMIT THE FROG depicted in Exhibit A
hereto, as used solely as elements of the Approved Program Block Marks (as
defined below).

         b. "Approved Program Block Name" shall mean the word mark THE KERMIT
BLOCK or mutually-agreed upon variation using the KERMIT mark, as used solely as
a trademark or service mark for the Program Block delivered via the Service
subject to the terms of this Agreement, provided that neither party may
unreasonably withhold its approval of any proposed name variation.

         c. "Approved Program Block Logo" shall mean the logo, and any
variations thereof, created and approved in writing by HENSON pursuant to
paragraph 3 of this Agreement, as used solely as a service mark for the Program
Block delivered via the Service subject to the terms of this Agreement.

         d. "Approved Program Block Marks" shall mean the Approved Program Block
Name and the Approved Program Block Logo.

         e. "Licensed Henson Characters" shall mean those characters, including
all names and likenesses thereof and trademarks, service marks, rights under
copyright and other rights therein, created and/or owned by HENSON, solely as
incorporated into any Interstitial Programming produced pursuant to paragraph 5
hereof and defined therein.

         f. "Licensed Materials" shall mean the Approved Program Block Marks,
Licensed Henson Characters, and Interstitial Programming.

         g. "Licensed Use" shall mean use by ODYSSEY of the Licensed Materials
solely as expressly permitted pursuant to paragraph 4 or 5 of this Agreement (as
applicable).

         h. "Prohibited Henson Materials" shall mean the names "Sesame Street,"
"Muppet(s)," "Jim Henson," "Henson," and all trademark and other rights therein;
the Muppet characters (including, without limitation, any such characters
appearing in the television program "Sesame Street") and likenesses thereof and
all rights therein (except for Licensed Use of the Licensed Kermit Marks and
Licensed Henson Characters); and any other trademarks, service marks, trade
names, characters or other materials owned by or associated with HENSON the use
of which is not specifically licensed to ODYSSEY herein.

         i. "Licensed Territory" shall mean the United States, its possessions
and territories.

         j. The "Program Block" shall mean the regular (i.e., daily, weekly,
etc.) block of programming to be identified pursuant to the terms hereof by the
Approved Program Block Name, not to exceed six (6) hours per block, to be
delivered via the Service, and to


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be comprised solely of Approved Programming and Interstitial Programming (as
defined below).

         k. "Approved Programming" shall mean programming expressly approved by
HENSON for inclusion in the Program Block pursuant to paragraph 6 of this
Agreement.

2. ACKNOWLEDGMENTS AND UNDERTAKINGS OF ODYSSEY.

         a. ODYSSEY acknowledges that KERMIT is a famous mark known throughout
the world for many years, and that KERMIT THE FROG is a famous character known
throughout the world for many years. ODYSSEY further acknowledges that the
KERMIT and KERMIT THE FROG marks and character are widely acclaimed throughout
the world, and have become extremely valuable symbols of the enormous good will
associated with HENSON, HENSON's name, and HENSON's Muppet characters.

         b. ODYSSEY acknowledges HENSON's exclusive rights in the KERMIT and
KERMIT THE FROG marks and character (as well as in the Licensed Henson
Characters) in the Territory and throughout the world, and further acknowledges
that such marks and characters are associated exclusively with HENSON in the
Territory and throughout the world.

         c. ODYSSEY acknowledges that, in light of the great value of the KERMIT
trademark and KERMIT THE FROG character, which have come to signify to the
public and to the entertainment community family-oriented products and services
of high quality originating with HENSON, HENSON would not enter into this
Agreement if ODYSSEY were not a company that has produced or has broadcast high
quality, wholesome, family-oriented programming and other goods and services and
has become associated with goods and services of such quality throughout the
world.

         d. Maintaining the image and reputation carefully cultivated and
maintained by HENSON in the Licensed Kermit Marks and Licensed Henson Characters
is a key condition of the continuation of the licenses granted herein throughout
the term of this Agreement, and therefore ODYSSEY will be held to strict
compliance with the approval and consent requirements and limitations on the
manner of use permitted under this Agreement.

         e. ODYSSEY acknowledges that the high quality of the Program Block
offered in connection with the Approved Program Block Marks, and the high
quality of the Service and of all Licensed Use, are essential to maintaining the
image and reputation carefully cultivated and maintained by HENSON in the
Licensed Kermit Marks and Licensed Henson Characters. ODYSSEY undertakes and
agrees to maintain a high quality of Licensed Use consistent with the
aforementioned exceptionally well-known reputation of HENSON, and to maintain
the Service as a high quality service emphasizing wholesome, family-oriented
programming, and not to take any action which brings or is likely to bring the
Licensed Materials, the Program Block, HENSON or the Service into disrepute.


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3. APPROVED PROGRAM BLOCK LOGO.

         a. Promptly after execution of this agreement, the parties hereto shall
engage the services of a mutually agreed upon graphics production company which,
working together with the parties hereto, shall create the so-called "Hero
identification package," including, without limitation, a logo consisting
substantially of the Approved Program Block Name, and a depiction of HENSON's
KERMIT THE FROG character as shown on Exhibit A hereto, and a style guide
containing a number of variations thereof, for use as the Approved Program Block
Logo; provided that: (i) ODYSSEY must pay the fees charged by such graphics
production company (provided it has approved the budget for such work in
advance) for such work as well as for any pre-approved costs incurred by and
fees payable in connection therewith to HENSON (including charges incurred in
connection with the exercise by HENSON of its approval rights provided for
herein, all such charges and fees to HENSON to be in accordance with HENSON's
customary rates and charges for such work at that time); and (ii) the logo and
all other elements of the Hero identification package must be approved in
writing by HENSON prior to any use thereof, such approval not to be unreasonably
withheld. If ODYSSEY elects, it may itself design the Approved Block Logo and
style guide provided that:(i) it consults regularly with HENSON during the
respective design phases of each; and (ii) all such materials remain subject to
HENSON'S written approval as provided for herein.

         b. Notwithstanding anything to the contrary contained in this
Agreement, ODYSSEY shall not use any variation of the Approved Program Block
Logo not created in its entirety and approved in writing in accordance with the
terms of paragraph 3(a) hereof.

         c. ODYSSEY shall not use the Approved Program Block Logo in any manner
except as specifically provided in this Agreement or as otherwise specifically
approved in writing in advance by HENSON.

4. GRANT OF LICENSE TO USE APPROVED PROGRAM BLOCK MARKS.

         a. HENSON hereby grants to ODYSSEY, and ODYSSEY hereby accepts, a
royalty-free non-exclusive license to use the Approved Program Block Marks
(including elements of the Licensed Kermit Marks, solely to the extent that such
elements are incorporated into the Approved Program Block Marks), throughout the
Licensed Territory, during the term of this Agreement, solely in connection with
Approved Programming and solely in the manners identified herein, subject to the
terms, conditions and restrictions contained in this Agreement. Notwithstanding
anything to the contrary contained in the immediately preceding sentence,
nothing in this paragraph shall be deemed to grant ODYSSEY any right to use any
Licensed Kermit Marks except to the extent that elements thereof are
incorporated into the Approved Program Block Marks or any right to use any such
elements apart from Approved Program Block Marks which incorporate such
elements.

         b. Without limiting any other conditions or restrictions on ODYSSEY's
use of Approved Program Block Marks hereunder:


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                  (i) ODYSSEY shall not use the Approved Program Block Marks
except as service marks identifying the Program Block delivered via the Service,
and shall not use any Approved Program Block Marks in any manner or for any
purpose not specifically provided for in paragraph 4(d) or 4(e) (as applicable)
hereof;

                  (ii) ODYSSEY shall not exercise any rights it may have under
paragraph 4(d) or 4(e) to transmit, display or otherwise disseminate any
Approved Program Block Marks (or materials, including without limitation
advertising materials, containing such marks) without HENSON's prior written
approval (including specifically approval with respect to the size, placement,
appearance and context of the Approved Program Block Marks as they will actually
appear), not to be unreasonably withheld, prior to such use; provided that such
approval shall be deemed granted with respect to a particular use if HENSON does
not notify ODYSSEY, within 14 days of receipt of a written request for approval
accompanied by an accurate reproduction of the material and description of the
use to be approved, that HENSON disapproves of such use. Any use of the Approved
Program Block Marks will be deemed approved by HENSON if the same materials or
uses have been previously approved in writing.

                  (iii) ODYSSEY shall not use any Approved Program Block Marks
unless ODYSSEY uses proper legal notices in connection therewith as specified in
writing by HENSON, taking into account the nature of the use of the Approved
Program Block Marks and applicable law.

         c. If ODYSSEY requests in writing that HENSON create, and HENSON in its
sole discretion agrees to create, advertising or other materials which include
Approved Program Block Marks (including, without limitation, voice-overs for use
in radio or television advertisements) for uses permitted hereunder, HENSON
shall provide such materials, provided that HENSON is remunerated by ODYSSEY in
accordance with HENSON's customary rates and charges for such work which are
disclosed to and agreed by ODYSSEY prior to commencement of such work.

         d. Subject to the other terms, conditions and restrictions contained in
this Agreement, ODYSSEY may use the Approved Program Block Name solely in the
following manners:

                  (i) written and/or spoken in announcements to (A) identify the
Program Block during breaks in the Program Block and (B) to promote the Program
Block during breaks in other programming transmitted on the Service, broadcast
or transmitted solely within the Licensed Territory;

                  (ii) written and/or spoken in television advertisements
broadcast or transmitted solely within the Licensed Territory, provided that all
such advertisements must advertise only the Program Block (although the same may
make reference to the Service as the service on which viewers may find the
Program Block and may incidentally refer to other programming on the Service);


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                  (iii) spoken in radio advertisements broadcast or transmitted
solely within the Licensed Territory, provided that all such advertisements must
advertise only the Program Block (although the same may make reference to the
Service as the service on which listeners may find the Program Block and may
incidentally refer to other programming on the Service);

                  (iv) written in advertisements appearing in editions of
printed magazines and newspapers distributed solely within the Licensed
Territory, provided that all such advertisements must advertise only the Program
Block (although the same may make reference to the Service as the service on
which viewers may find the Program Block and may incidentally refer to other
programs on the Service);

                  (v) written on billboards solely within the Licensed
Territory, provided that all such billboards must promote only the Program Block
(although the same may make reference to the Service as the service on which
viewers may find the Program Block and may incidentally refer to other programs
on the Service);

                  (vi) written in press releases to be published and distributed
solely within the Licensed Territory concerning the Program Block (although the
same may make reference to the Service as the service on which readers may find
the Program Block and may incidentally refer to the Service):


         e. Subject to the other terms, conditions and restrictions contained in
this Agreement, ODYSSEY may use the Approved Program Block Logo solely in the
following manners:

                  (i) as a "bug" appearing in a corner of the television screen
overlaid on the Program Block transmitted on the Service broadcast or
transmitted solely within the Licensed Territory;

                  (ii) to (A) identify the Program Block during breaks in the
Program Block, and (B) promote the Program Block during breaks in other
programming transmitted on the Service, broadcast or transmitted solely within
the Licensed Territory;

                  (iii) in television advertisements broadcast or transmitted
solely within the Licensed Territory, provided that all such advertisements must
advertise only the Program Block (although the same may make reference to the
Service as the service on which viewers may find the Program Block and may
incidentally refer to other programming on the Service);

                  (iv) in advertisements appearing in editions of printed
magazines and newspapers distributed solely within the Licensed Territory,
provided that all such advertisements must advertise only the Program Block
(although the same may make reference to the Service as the service on which
viewers may find the Program Block and may incidentally refer to other programs
on the Service); and


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                  (v) on billboards solely within the Licensed Territory,
provided that all such billboards must promote only the Program Block (although
the same may make reference to the Service as the service on which viewers may
find the Program Block and may incidentally refer to other programs on the
Service).

         f. Notwithstanding anything to the contrary contained in this
Agreement, and without limiting any other conditions or restrictions with
respect to ODYSSEY's use of Licensed Materials hereunder, nothing in this
Agreement shall permit ODYSSEY, without the prior express written consent of
HENSON

                  (i) to use the Approved Program Block Marks on any products or
merchandise, including, without limitation, promotional products or merchandise;

                  (ii) to use the Approved Program Block Marks in any manner in
which any such mark is itself altered or merged with any other marks or elements
(including, without limitation, Licensed Henson Characters, any other marks
owned by HENSON, or any marks or characters owned by EM.TV, ODYSSEY or any other
party); or

                  (iii) to use the Approved Program Block Marks to otherwise
promote any goods or services or in any other manner not expressly set forth in
paragraphs 4(d) and (e) above.

         g. For the purpose of clarification, CROWN shall have no right to
engage in or authorize the manufacture, sale or distribution of any products or
merchandise (including without limitation, promotional merchandise) bearing the
Approved Program Block Marks in the absence of a written approval signed in
advance by an officer of HENSON. Notwithstanding anything to the contrary
contained herein, HENSON will not engage in or authorize the manufacture, sale
or distribution of any products or merchandise (including, without limitation,
promotional merchandise) bearing any Approved Program Block Marks that were
specially designed or created for the Program Block and incorporate protectable
elements not previously owned or controlled by HENSON ("Specially Designed
Marks") in the absence of a written approval signed in advance by an officer of
CROWN, provided that nothing in this Agreement shall be deemed in any way to
limit HENSON, during the term or at any time thereafter, from engaging in or
authorizing the manufacture, sale or distribution of any products or merchandise
bearing any intellectual property owned, controlled or separately developed by
HENSON, including, without limitation, the name KERMIT and/or the likeness of
HENSON'S character KERMIT THE FROG, even if same are elements of a Specially
Designed Mark. Notwithstanding the foregoing, CROWN shall be entitled from time
to time to submit to HENSON for its approval, which approval HENSON agrees shall
not be unreasonably withheld, a reasonable number of items of promotional
merchandise designed generally to promote the presence of the Block on the
Service.


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5. GRANT OF LICENSE TO USE LICENSED HENSON CHARACTERS AND INTERSTITIAL
   PROGRAMMING.

         a. The parties hereto contemplate that during the term of this
Agreement ODYSSEY may wish to transmit interstitial programming segments (e.g.,
"bumpers") containing Licensed Henson Characters, which segments shall last
approximately two (2) minutes or less in duration, and shall be created and used
solely for transmission on the Service (either during the Program Block or at
other times specified by ODYSSEY) to promote the Program Block ("Interstitial
Programming"). ODYSSEY may also utilize for Interstitial Programming any
pre-existing interstitials previously created or approved by HENSON for the
Kermit Channel. HENSON hereby grants to ODYSSEY, and ODYSSEY hereby accepts, a
royalty-free license to use, solely for the purpose of promotion of the Program
Block (and not of the Service generally), Interstitial Programming, and Licensed
Henson Characters solely as and to the extent that they are included therein,
throughout the Licensed Territory, during the term of this Agreement, solely in
the manners identified in and subject to the terms, conditions and restrictions
contained in this Agreement.

         b. Without limiting any other conditions or restrictions on ODYSSEY's
use of Interstitial Programming (and Licensed Henson Characters included
therein) hereunder:

                  (i) ODYSSEY shall not use Interstitial Programming (or
Licensed Henson Characters included therein) in any manner or for any purpose
not specifically provided for in this paragraph 5;

                  (ii) ODYSSEY shall not exercise its rights under this
paragraph 5 to transmit Interstitial Programming on the Service or its right to
include Licensed Henson Characters therein unless the Interstitial Programming
has been approved by HENSON in writing (or such written approval has been
previously obtained in the case of pre-existing Interstitials from the Kermit
Channel), such approval not be unreasonably withheld; and

                  (iii) ODYSSEY shall not use any Interstitial Programming
unless it uses proper legal notices in connection therewith (including, without
limitation, in connection with the Licensed Henson Characters included therein)
as submitted to and approved in writing by HENSON , such approval not to be
unreasonably withheld taking into account the nature of the use of the Approved
Program Block Marks and applicable law.

         c. Notwithstanding anything to the contrary contained herein, except to
the extent included in Interstitial Programming (or, solely with respect to the
KERMIT THE FROG character, included in the Approved Program Block Marks) as
expressly permitted pursuant to specific provisions of this Agreement, nothing
in this Agreement grants any right to ODYSSEY, without the prior express written
consent of HENSON (subject to the last sentence of Paragraph 4(g) hereof), to
use, depict or display any Licensed Henson Characters in any manner whatsoever,
including, without limitation, on any products or merchandise (including,
without limitation, any promotional materials, products or merchandise). ODYSSEY
hereby acknowledges that nothing contained in this Agreement shall in any way
restrict HENSON from using or authorizing third parties to use, both during the
term of this

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Agreement and at all times thereafter, and throughout the world (including,
without limitation, the Licensed Territory), the Licensed Henson Characters in
any manner and to retain for itself any and all revenues derived therefrom.

         d. The parties hereto agree that:

                  (i) all Interstitial Programming which contains newly rendered
performances, newly rendered character appearances (including animated or drawn
versions of the characters)or newly rendered character voicings must be produced
solely by HENSON, and HENSON agrees to produce such Interstitial Programming as
reasonably requested in writing by ODYSSEY therefor, provided that ODYSSEY shall
remunerate HENSON for HENSON's costs and shall pay fees for services rendered in
connection with Interstitial Programming, such charges to be mutually agreed
upon by ODYSSEY and HENSON in advance of the commencement of the work and in
accordance with HENSON's customary rates and charges for such services at that
time; and

                  (ii) subject to the provisions of paragraph 5(e) hereof,
ODYSSEY may itself produce Interstitial Programming created from pre-existing
materials produced and supplied by HENSON (e.g., "clips" from programming
licensed by HENSON pursuant to the Henson Program License), provided that,
notwithstanding anything to the contrary contained in this Agreement, ODYSSEY
must obtain a Hired Worker Agreement from each person who is not a regular, full
time employee of ODYSSEY who participates in the creation, development or
production of each Interstitial Programming segment and/or script therefor
pursuant to paragraph 11(c) of this Agreement before such person renders any
services in connection with such segment.

         e. HENSON shall have artistic approvals and creative control over all
Interstitial Programming. Without limiting the generality of the foregoing:

                  (i) a script for each Interstitial Programming segment must be
submitted to and specifically approved in writing by HENSON prior to
commencement of production of such segment, such approval not to be unreasonably
withheld;

                  (ii) each person participating in the creation, development or
production of each Interstitial Programming segment and/or script therefor must
be specifically approved in writing by HENSON prior to commencement of
production of and development of the script for such segment, such approval not
be unreasonably withheld;

                  (iii) no Interstitial Programming segment may be transmitted
on the Service unless and until HENSON has specifically approved in writing such
segment in its final produced form, such approval not to be unreasonably
withheld; and

                  (iv) no Interstitial Programming segment may be transmitted on
the Service except in the form specifically approved in writing by HENSON prior
to such transmission.


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         f. Without limiting the generality of the foregoing, ODYSSEY may not
use any interstitial programming that was created prior to the effective date of
this Agreement unless ODYSSEY has first obtained the express written consent of
HENSON with respect to each such use. HENSON hereby approves of the use of
interstitials which were created or previously approved by it in writing for the
Kermit Channel.

         g. Notwithstanding anything to the contrary contained herein, each of
the parties hereto agrees and expressly acknowledges that either party's
withholding of any approval required pursuant to this paragraph 5 or any other
provision of this Agreement will not be considered unreasonable unless it is
done to frustrate the purposes of this Agreement. Without limiting the
foregoing, the withholding of any such required approval will not be considered
unreasonable if it is due to (i) bona fide creative considerations which the
disapproving party can articulate or (ii) considerations with respect to
copyright, trademark or other applicable law or a party's interest or rights
pursuant to such law including, without limitation, its interest in avoiding the
dilution or diminution of such rights (e.g., through combining any of its marks
or properties with others).

6. APPROVED PROGRAMMING.

         Notwithstanding anything to the contrary contained herein, and without
limiting any other conditions or restrictions on ODYSSEY's use of Licensed
Materials hereunder:

         a. The Licensed Materials shall not be used by ODYSSEY hereunder except
in connection with Approved Programming or Interstitial Programming;

         b. No programming may be included in the Program Block unless it has
been expressly approved in writing in advance by HENSON as content appropriate
for inclusion in the Program Block, such approval to be granted or withheld by
HENSON at its sole discretion;

         c. All programming provided to ODYSSEY by HENSON pursuant to the Henson
Program License is hereby approved by HENSON as content appropriate for
inclusion in the Program Block;

         d. All programming which is currently available and is provided to
ODYSSEY by EM.TV pursuant to the EM.TV Program License is hereby approved by
HENSON as content appropriate for inclusion in the Program Block; and

         e. ODYSSEY must obtain HENSON's written approval prior to including in
the Program Block any programming provided to ODYSSEY by EM.TV pursuant to the
EM.TV Program License which is produced after the date hereof provided that, (A)
HENSON's approval thereof shall not be unreasonably withheld, and (B) HENSON
specifically represents that it will not withhold such approval if such
programming is of like content, quality and suitability for the intended
audience of the Program Block to that currently being made available to Odyssey
by EM.TV pursuant to the EM.TV Program License. If HENSON disapproves any EM.TV
program that EM.TV has made available for the Program


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Block, and replacement programming, approved by HENSON and acceptable to
ODYSSEY, is not made available by EM.TV in a timely fashion, ODYSSEY's
obligations under the EM.TV Program License to purchase a minimum number of
EM.TV supplied programs will be reduced accordingly.


7. PROHIBITED HENSON MATERIALS.

         ODYSSEY shall not use or purport to authorize the use of, and nothing
in this Agreement shall be construed to authorize or permit the use by ODYSSEY
or any third party of, any Prohibited Henson Materials in any manner.

8. LICENSE TERM.

         a. The licenses granted by HENSON in this Agreement shall commence on
the date hereof and shall expire three (3) years from that date, unless
terminated sooner pursuant to paragraph 18 hereof, or renewed by a written
instrument signed by both parties.

         b. Upon expiration of the term of this Agreement, ODYSSEY's right to
use the Licensed Materials shall forthwith cease, and ODYSSEY shall immediately
cease all use thereof.

         c. Without limiting any other obligations of ODYSSEY that survive
expiration hereunder, the indemnification obligations pursuant to paragraph 16
hereof shall survive termination of this Agreement.

9. REPRESENTATIONS AND WARRANTIES OF ODYSSEY.

         ODYSSEY represents and warrants that:

         a. ODYSSEY has the right, ability and authority to enter into this
Agreement and to carry out the terms hereof;

         b. All Licensed Use will be in compliance with all applicable laws and
regulations of any governmental or other governing entity or authority within
the Licensed Territory;

         c. ODYSSEY has not entered into any assignments, licenses, franchise
agreements, distribution agreements or any other agreements giving third parties
any right to use the Licensed Materials (other than affiliation agreements in
connection with transmission in the Licensed Territory of the Service) and the
execution of this Agreement by ODYSSEY does not breach or conflict with any
other agreement between ODYSSEY and any third party;


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         d. No Licensed Use will be advertised, distributed or provided in
contravention of any applicable laws of any governmental or other governing
entity or authority within the Licensed Territory;

         e. No Licensed Use will be advertised, distributed or provided in a
manner that is not in good taste, would in any way distort or degrade the
Licensed Materials or other property of HENSON, or bring same into public
disrespect, contempt, scorn or ridicule, or may shock, insult or offend any
community or public morals or decency or detract from the reputation of any of
the Licensed Materials as associated with suitable family entertainment; and

         f. ODYSSEY shall maintain a high level of quality in connection with
its Service, which shall be family-oriented.

10. REPRESENTATIONS AND WARRANTIES OF HENSON.

         HENSON represents and warrants that, to the best of its knowledge, it
owns all rights licensed to ODYSSEY herein in the Licensed Materials and has the
right, ability and authority to enter into this Agreement and to carry out the
terms hereof. HENSON further represents and warrants that as of the date hereof
it knows of no presently existing claims by third parties that would prevent
Licensed Use of the Licensed Materials by ODYSSEY hereunder.

11. OWNERSHIP OF LICENSED MATERIALS.

         a. HENSON, and not ODYSSEY, shall own all right, title and interest in
the Licensed Materials (including, without limitation, all rights under
copyright relating to the Licensed Materials, and all other rights in any
Licensed Materials including in marks newly created hereunder incorporating any
Licensed Materials) both during the term of this Agreement and at all times
thereafter, subject only to the specific licenses granted to ODYSSEY in this
Agreement, and all use of Licensed Materials by ODYSSEY hereunder shall inure
solely to the benefit of HENSON. Any right, title or interest in or relating to
the Licensed Materials, or good will therein, which comes into existence during
the term of the Agreement as a result of the exercise by ODYSSEY of any right
granted to it hereunder, shall immediately and automatically vest in HENSON.
ODYSSEY shall not at any time acquire or claim any right, title, or interest of
any nature whatsoever in any Licensed Materials or any mark similar thereto
(including, without limitation, any mark consisting in whole or in part of the
name "Kermit" or the depiction of KERMIT THE FROG) by virtue of this Agreement
or by virtue of ODYSSEY's use of the Licensed Materials hereunder.

         b. Notwithstanding the clear intention under paragraph 11(a) hereof
that all intellectual property rights of any kind shall initially vest in
HENSON, if any such rights at any time initially legally vest in ODYSSEY, then
ODYSSEY hereby transfers to HENSON any rights, including copyright, trademark
and all other intellectual property rights, in or relating to the Licensed
Materials which it obtains during the term of this Agreement as a result of the
exercise by ODYSSEY of any right granted to it hereunder.


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         c. ODYSSEY shall obtain, from any person who is not a full-time,
regular employee of ODYSSEY and who, pursuant to the terms of this Agreement,
participates in the creation of any materials which use or incorporate any
Licensed Materials (a "Hired Worker"), a written agreement ("Hired Worker
Agreement"), in a form approved in advance in writing by an officer of HENSON,
signed by the Hired Worker, providing that (i) any such created materials
("Hired Worker Materials") shall be deemed a "work made for hire" within the
meaning of Section 101 of the United States Copyright Act or any successor
provision, the rights for which shall be owned exclusively by ODYSSEY, (ii) the
Hired Worker thereby irrevocably transfers all right, title and interest he or
she may have in such materials to ODYSSEY pursuant to Section 201(d) of the
United States Copyright Act. Notwithstanding anything to the contrary contained
herein, ODYSSEY shall not employ or use as a Hired Worker any person unless an
agreement ensuring that all Hired Worker Materials, including all right, title
and interest therein, shall be assigned in their entirety to HENSON, can be and
has been obtained prior to rendering of any services in connection therewith by
the Hired Worker. All rights, titles and interests acquired by ODYSSEY pursuant
to this paragraph 11(c) are hereby automatically transferred in their entirety
to HENSON, subject only to ODYSSEY's right to use Hired Worker Materials solely
as specifically provided in this Agreement. Notwithstanding HENSON's ownership
of the Hired Worker Materials or any other materials prepared by or for ODYSSEY
under the terms of this Agreement which incorporate Licensed Materials, HENSON
shall, prior to making any commercial use of such materials, re-imburse Odyssey
for its reasonable, out-of-pocket costs incurred in connection with the creation
of same.

12. VALIDITY AND REGISTRATION OF THE LICENSED MATERIALS.

         a. HENSON shall have the exclusive right to seek and obtain trademark,
service mark, copyright, Internet domain name or other registrations for any or
all of the Licensed Materials within the Licensed Territory and throughout the
world, during the term of this Agreement or thereafter, at its sole discretion.

         b. ODYSSEY shall provide any documents, information or assistance
reasonably requested by HENSON in connection with any efforts by HENSON to seek
or obtain registrations for any Licensed Materials, and ODYSSEY shall not,
during the term of the Agreement or thereafter, impede or challenge, directly or
indirectly, the property rights of HENSON in the Licensed Materials, the
validity of HENSON's rights in and to the Licensed Materials, or HENSON's
efforts to register any or all of the Licensed Materials.

         c. ODYSSEY shall not apply to register as a trademark, service mark,
domain name or copyrighted matter, in any jurisdiction, during the term of this
Agreement or thereafter, any Licensed Materials or any mark or material similar
to any Licensed Materials (including, without limitation, any mark that includes
in whole or in part the name "Kermit" or the depiction of KERMIT THE FROG).


                                       13
<PAGE>   14

13. ENDORSEMENTS AND SPONSORSHIPS.

         ODYSSEY may not seek out or accept any over-all sponsors or endorsers
of the Program Block, other than with respect to advertising to be transmitted
on the Service, unless it obtains express prior written consent from HENSON, not
to be unreasonably withheld. Notwithstanding anything to the contrary contained
in the immediately preceding sentence, ODYSSEY may sell advertising time for
transmission on the Service during the Program Block to third parties without
HENSON's prior written consent, provided that, in connection therewith: (i)
ODYSSEY shall not seek out or accept as an advertiser any publisher of
pornographic or adult materials, or any manufacturer, seller or distributor of
alcohol or tobacco products; and (ii) ODYSSEY shall use its best efforts to seek
out as advertisers only high quality companies whose reputation and products are
not inimical to the reputation or character of HENSON and its services,
including its reputation as being family-oriented, and, if HENSON requests that
ODYSSEY discontinue transmitting any advertisement(s) of any advertiser on the
Program Block based upon a good faith belief that such transmission is inimical
to HENSON's character and services then ODYSSEY shall consider and act upon such
request in good faith.

14. REQUIRED TRADEMARK AND COPYRIGHT NOTICES.

         ODYSSEY agrees to use proper trademark and copyright notices as
specified by HENSON in connection with ODYSSEY's use of the Licensed Materials.
Specifically, whenever any Licensed Material is used by ODYSSEY, ODYSSEY will
print thereon, of a sufficient size and/or duration to be readable by an
ordinary viewer, the notices for all Licensed Materials as instructed by HENSON
upon written request from ODYSSEY to HENSON. ODYSSEY shall not use any Licensed
Materials unless ODYSSEY uses proper legal notices in connection therewith as
designated by HENSON, taking into account the nature of the use of the Licensed
Materials and applicable law.

15. LEGAL ACTIONS.

         a. ODYSSEY shall promptly notify HENSON in writing of any
infringements, claims or actions by others ("Infringers") in derogation of the
Licensed Materials (hereinafter "Infringements") of which it becomes aware.
HENSON shall have the sole right to determine whether it shall take any action
on account of such Infringements.

         b. In the event HENSON initiates any legal proceedings on account of
any Infringements, ODYSSEY agrees to cooperate with and assist HENSON to the
extent reasonably requested to protect any of the Licensed Materials or HENSON's
claimed rights in marks or matter related thereto, including, but not limited
to, being joined as a necessary or desirable party to such proceedings.


                                       14
<PAGE>   15

16. INDEMNIFICATION.

         a. ODYSSEY will at all times indemnify and hold HENSON and any related
entity including without limitation its parent EM.TV, their officers, directors
and employees and those with whom HENSON and/or a related entity has contractual
arrangements with respect to the Licensed Materials, harmless from and against
any and all claims, liabilities, costs and expenses (including, without
limitation, reasonable attorneys' fees) arising out of or related to the
Licensed Use or any services or activities of ODYSSEY in connection with which
the Licensed Materials are used, except to the extent the same is covered by
paragraph 16(b) hereof.

         b. HENSON will at all times indemnify and hold ODYSSEY, its officers
and employees and those with whom ODYSSEY has contractual arrangements with
respect to the Licensed Materials, harmless from and against any and all claims,
liabilities, costs and expenses (including, without limitation, attorneys' fees)
arising out of or related to any breach by HENSON of any representation or
warranty in this Agreement or with respect to any services it performs or
materials it supplies for the creation of the Approved Program Block Logo, the
Approved Program Block Marks and the Interstitial Programming or in connection
with any actions which it directs ODYSSEY to take with respect to the foregoing.

17. INSURANCE.

         ODYSSEY shall purchase and keep in full force and effect, during the
term of this Agreement and thereafter (as specified below), commercial general
liability insurance covering all claims that could or may arise out of the
operation of the Service or any other Licensed Use (including, without
limitation, any permitted advertising and promotional activity in connection
therewith). Such insurance shall have endorsements or coverage with combined
single limits of not less than $3,000,000.00 and shall name HENSON as an
additional insured thereunder for claims arising from the acts, errors or
omissions of ODYSSEY. ODYSSEY shall provide HENSON with a certificate showing
proof that such policy of insurance is in effect, and shall give HENSON twenty
(20) days prior written notice of any termination of such policy of insurance,
or of any intention on the part of ODYSSEY not to pay the premium thereof. Such
insurance policy shall stay in effect for as long as ODYSSEY uses any Licensed
Materials. Failure to maintain insurance meeting the requirements set forth in
this paragraph 17 shall result in the immediate termination of this Agreement.

18. TERMINATION.

         a. Notwithstanding anything to the contrary contained in any provision
of this or any other agreement, HENSON shall be entitled to terminate this
Agreement at its own discretion upon written notice (but without any prior
notice) to ODYSSEY upon the happening of any of the following events:

                  (i) the appointment of a receiver or manager of all or
substantially all of the assets of ODYSSEY or seizure of the principal assets of
the ODYSSEY by a secured


                                       15
<PAGE>   16


creditor, directly or through an agent, which appointment or seizure is not
vacated or otherwise terminated within ninety (90) days of the date thereof;

                  (ii) the commencement of any proceedings under any insolvency
law by or against ODYSSEY which are not discharged or dismissed within ninety
(90) days of the granting of an order of relief;

                  (iii) a transfer of ownership of ODYSSEY (a "Transfer"); for
purposes hereof a "Transfer" shall include (A) a transfer (by any means, whether
direct or indirect, voluntary or involuntary) of shares of stock or other
ownership interest, whether direct or indirect, such that control of ODYSSEY is
altered, (B) a transfer of or change in effective control of, (C) a transfer of
all or substantially all of its assets, (D) its dissolution or (E) the cessation
of its regular business activities.

                  (iv) if, at any time, ODYSSEY breaches any of the
representations and warranties in paragraph 9 hereof; fails to obtain any prior
written approval or consent as required for Licensed Use hereunder; makes any
use of Licensed Materials that is not a Licensed Use; makes any use of any
Prohibited Henson Materials; fails timely to obtain a Hired Worker Agreement and
binding assignment as required pursuant to paragraph 11(c) hereof in connection
with the creation or other preparation of any material creative element; or
otherwise defaults or fails to fulfill any of its material obligations hereunder
or to comply with the terms, conditions and restrictions herein;

                  (v) upon expiration or earlier termination of the Henson
Program License or the EM.TV Program License or if, at any time, ODYSSEY is in
material breach of such license agreements.

         b. If ODYSSEY ceases all use of the Licensed Materials, ODYSSEY must
inform HENSON in writing within six (6) months after cessation. If ODYSSEY
ceases its use of the Licensed Materials, with no intent to resume, either party
shall be entitled to terminate this Agreement upon written notice to the other
party;

         c. Notwithstanding anything to the contrary contained herein, any
failure by ODYSSEY to maintain the insurance required under paragraph 17 hereof
shall result in the immediate termination of this Agreement.

19. CONTINUING OBLIGATIONS ON TERMINATION.

         a. Upon termination of this Agreement ODYSSEY's right to use the
Licensed Materials shall forthwith cease, and ODYSSEY shall immediately cease
all use thereof.

         b. Without limiting any other obligations of ODYSSEY that survive
termination hereunder, the indemnification obligations of both parties pursuant
to paragraph 16 hereof shall survive termination of this Agreement.


                                       16
<PAGE>   17

20. IRREPARABLE HARM.

         ODYSSEY acknowledges and agrees that any use of the Licensed Materials
other than as expressly authorized herein, and/or any use of the Prohibited
Henson Materials by ODYSSEY, shall result in irreparable harm to HENSON which,
without limitation to any other relief to which HENSON may be entitled, shall
entitle HENSON to immediate urgent injunctive relief with respect to such use.

21. RESERVATION OF RIGHTS.

         HENSON expressly retains all rights not expressly licensed to ODYSSEY
hereunder, including, without limitation, all rights in the Prohibited Henson
Materials.

22. NOTICES.

         All notices, requests, and other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing (which shall include notice by telecopy or like transmission) and shall
be deemed given when delivered personally against receipt, upon receipt of
transmittal confirmation if sent by telecopy or like transmission, on the next
business day when sent by overnight Federal Express, Express Mail or similar
service guaranteeing next business day delivery, and on the fifth business day
after mailed by certified first class mail, return receipt requested, to the
parties at the following addresses (or to such other addresses as a party may
have specified by notice given to the other party pursuant to this provision):

         a.       If to HENSON, to:
                  The Jim Henson Company, Inc.
                  1416 North La Brea Avenue
                  Hollywood, California  90028
                  Telecopy No.: 323-802-1849
                  Attention: General Counsel

                  With copy to:
                  Fross Zelnick Lehrman & Zissu, P.C.
                  866 United Nations Plaza
                  at First Avenue and 48th Street
                  New York, New York  10017
                  Telecopy No.: 212-813-5901
                  Attention: Carol F. Simkin, Esq.
                             Craig S. Mende, Esq.

         b.       If to ODYSSEY, to:
                  President
                  Odyssey
                  12700 Ventura Blvd., Suite 100
                  Studio City, CA 91604


                                       17
<PAGE>   18

                  With a copy to:

                  General Counsel
                  Crown Media Holdings, Inc.
                  6430 South Fiddlers Green Circle, Suite 500
                  Greenwood Village, CO 80111

23. SUCCESSORS AND ASSIGNS.

         This Agreement shall inure to the benefits of and be binding upon the
parties hereto. However, it is expressly understood and agreed that ODYSSEY
shall not have the right to sublicense or transfer the rights granted herein to
any third party without the express written approval of HENSON, and that any
such sublicense or transfer shall otherwise be null and void.

24. APPLICABLE LAW AND VENUE.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of New York applicable to agreements made and to be
performed entirely within such state, without regard to its rules, principles or
policies relating to conflicts of law. The parties hereto agree that any action,
suit or proceeding based upon any matter, claim or controversy arising hereunder
or relating hereto shall be brought solely in the courts of the County of New
York in the State of New York or the United States federal courts sitting in the
Southern District of New York. The parties hereto irrevocably waive any
objection to the venue of the above-mentioned courts, including any claim that
such action, suit or proceeding has been brought in an inconvenient forum.

25. NO WAIVER.

         No failure to enforce any obligation hereunder shall prejudice or be a
waiver of any of the rights or terms of this Agreement.

26. PARTIES AS INDEPENDENT ENTITIES.

         It is agreed and understood that nothing in this Agreement shall be
deemed to create, either express or implied, the power of either party to bind
the other and nothing herein shall create a partnership or joint venture between
the parties hereto. Neither party shall be bound by the actions of the other,
shall be liable for the debts of the other, or shall have the right to share in
the profits of the other, as a result of anything contained in this Agreement.


                                       18
<PAGE>   19

27. NO VARIATIONS.

         This Agreement constitutes the entire agreement between the parties
concerning the subject matter hereof, and supersedes all prior and
contemporaneous agreements, whether written or oral, between the parties hereto.
This Agreement may be amended only by an instrument in writing which expressly
refers to this Agreement and specifically states that it is intended to amend
this Agreement. No party is relying on any warranties, representations, or
inducements not set forth herein.

28. CONSTRUCTION OF DOCUMENTS.

         The parties hereto agree that each has had an opportunity to review
this Agreement with counsel and to make any changes or modifications necessary
prior to signing. Accordingly, the parties hereto waive any rule of construction
that would require any term of the Agreement to be interpreted adversely to the
drafting party. If the terms of any other agreement between the parties conflict
with the terms herein with respect to use by ODYSSEY of the Licensed Materials
or any other matter herein, the terms of this Agreement shall control.

29. ADDITIONAL DOCUMENTS.

         The parties hereto agree to execute any and all additional documents
necessary to effectuate the terms of this Agreement.



                                       19
<PAGE>   20

30. HEADINGS.

         The captions of the paragraphs of this Agreement are inserted for
convenience only and are not intended to constitute a part of, or affect the
interpretation of, this Agreement.


         IN WITNESS WHEREOF, the parties have caused this Agreement to be
effective as of the date and year first above written.

                                            THE JIM HENSON COMPANY, INC.


                                       By:   /s/ PETER SCHUBE
                                            ------------------------------------
                                            Name:   Peter Schube
                                            Title:  Exec. V.P.

                                            --------------------
                                            Date:   3/14/01



                                            ODYSSEY HOLDINGS, LLC


                                       By:    /s/ MARGARET A. LOESCH
                                            ------------------------------------
                                            Name:   Margaret A. Loesch
                                            Title:  President & CEO

                                            --------------------
                                            Date:   3/15/01


                                       20