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Exhibit 10.4

AMENDMENT NO. 1

Amendment No. 1 dated as of August 5, 2003 (the Amendment) is to that
certain Federal Income Tax Sharing Agreement (the Agreement) between Hallmark
Cards, Incorporated, a Missouri corporation (Hallmark) and Crown Media
Holdings, Inc., a Delaware corporation (Crown).

WHEREAS, HC Crown Corp, an affiliate of Hallmark, will purchase a $400
million Senior Unsecured Note dated August 5, 2003 from Crown (the
Transaction); and

WHEREAS, the parties desire to amend the Agreement in anticipation of the
Transaction.

NOW, THEREFORE, the parties hereto agree as follows:



| | 1. |  | The following provision shall be added at the end of Section
1(a):                                                                                                                                                                                                                                                                                                                                                     
| | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |    |  | ; provided, however, that for purposes of computing the
Crown Tax Liability, no interest expenses or interest income
related to that certain Senior Unsecured Note dated August
5, 2003, by and between Crown and HC Crown Corp (the Note)
shall be included in the calculation of (i) or (ii) above
until such time (and only to the extent) that payments
pursuant to the Note are made to HC Crown Corp in cash.
|
| | 2. |  | The following provision shall be added to the end of Section
1(b):                                                                                                                                                                                                                                                                                                                                                     
|
| |    |  | ; provided, however, that for purposes of computing the
Crown Tax Benefit, no interest expenses or interest income
related to the Note shall be included in the calculation of
(i) or (ii) above until such time (and only to the extent)
that payments pursuant to the Note are made to HC Crown Corp
in cash.                                                                                                      

3.     All terms and conditions of the Agreement shall remain in full force
and effect except to the extent modified herein.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.

| |  |                              |  |                       |  | 
| |  | ---------------------------- |  | --------------------- |  | 
| |  | HALLMARK CARDS, INCORPORATED
| |  |                              |  |                       |  | 
| |  | By                           |  | /s/ ROBERT J. DRUTEN 
| |  |                              |  |                       | 
| |  | Title                       
| |  |                              |  |                       |  | 
| |  |                              |  |                       |  | 
| |  |                              |  |                       |  | 
| |  | CROWN MEDIA HOLDINGS, INC.  
| |  |                              |  |                       |  | 
| |  | By                           |  | /s/ WILLIAM J. ALIBER
| |  |                              |  |                       | 
| |  | Title                       
| |  |                              |  |                       |  |