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                                                                    EXHIBIT 10.7

                              TAX SHARING AGREEMENT

         TAX SHARING AGREEMENT (the "Agreement") dated as of [ ] by and among
Hallmark Entertainment, Inc., a Delaware corporation ("HEI"), Crown Media, Inc.,
a Delaware corporation, Crown Media Holdings, Inc., a Delaware corporation
("Newco"), the subsidiaries of Newco that are signatories hereto, the other
members of the Newco Group (as defined below) and any entities which become
parties hereto pursuant to Section 20 hereof (the "Parties"; each, a "Party").

         WHEREAS, Newco and certain of its Subsidiaries may be included in the
filing of consolidated, combined or unitary income or franchise Tax Returns that
also include members of the Hallmark Group (as defined below);

         WHEREAS, the Newco Group and the Hallmark Group wish to allocate and
settle amongst themselves in an equitable manner the Tax liability in connection
with such consolidated, combined or unitary income or franchise Tax Returns; and

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Parties hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall be
   defined as follows:




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(a)      "Affiliated Group" shall mean any affiliated, combined, consolidated or
         unitary group for state, local or foreign Tax purposes that files Joint
         Returns.

(b)      "After-Acquired Subsidiary" shall mean any Subsidiary of Newco acquired
         after the Contribution Agreement Closing Date and not as part of the
         transactions contemplated by the Contribution Agreement.

(c)      "Contribution Agreement" shall mean the Contribution Agreement by and
         among HEI, Crown Media, Inc., Liberty Media Corporation, Vision Group
         Incorporated, VISN Management Corp., National Interfaith Cable
         Coalition, Inc., Chase Equity Associates, L.L.C., and Newco, dated as
         of [ ].

(d)      "Contribution Agreement Closing Date" shall mean the "Closing Date" as
         defined in the Contribution Agreement.


(e)      "Final Determination" shall mean a closing agreement with the Internal
         Revenue Service or the relevant state, local of foreign Taxing
         authorities, an agreement contained in Internal Revenue Service Form
         870-AD or other comparable form, an agreement that constitutes a
         determination under Section 1313(a)(4) of the Internal Revenue Code, a
         claim for refund of Taxes which has been allowed, a Tax





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         deficiency notice with respect to which the period for filing a
         petition with the Tax Court or the relevant state, local or foreign
         tribunal has expired, or a decision of any court of competent
         jurisdiction that is not subject to appeal or as to which the time for
         appeal has expired.

(f)      "Governmental Authority" shall have the meaning set forth in the
         definition of "Tax".


(g)      "Group" shall mean either the Hallmark Group or the Newco Group.


(h)      "Hallmark" shall mean Hallmark Cards, Incorporated, a Missouri
         corporation.


(i)      "Hallmark Group" shall mean Hallmark and each of the other Legal
         Entities that is or was at any time owned directly or indirectly by
         Hallmark, other than any member of the Newco Group.

(j)      "Hallmark Indemnitees" shall have the meaning set forth in Section 7.


(k)      "Joint Return" shall mean any Tax Return that includes at least two
         Legal Entities, of which one Legal Entity is a member of one Group and
         the other Legal Entity is a member of the other Group.





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(l)      "Legal Entity" shall mean a corporation, partnership, limited liability
         company or other legal entity under the corporation, partnership,
         limited liability company or other organizational laws of a state or
         other jurisdiction.

(m)      "Losses" shall mean costs, expenses, fees, liabilities, obligations and
         losses.

(n)      "Newco Group" shall mean (i) Newco and (ii) each other Legal Entity
         that is or was at any time owned, directly or indirectly, by Newco or
         any of its Subsidiaries (in the case of (ii), other than (a) a Legal
         Entity that was never owned, directly or indirectly, by Newco or any of
         its Subsidiaries on or after the Contribution Agreement Closing Date
         and (b) for taxable periods (or portions thereof) beginning after the
         date that a Legal Entity is transferred by Newco or any of its
         Subsidiaries to a member of the Hallmark Group, the transferred Legal
         Entity).

(o)      "Newco Indemnitees" shall have the meaning set forth in Section 7.

(p)      "Party" and "Parties" shall have the meanings set forth in the recitals
         hereto.




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(q)      "Person" means any individual or corporation, company, partnership,
         trust, incorporated or unincorporated association, joint venture or
         other entity of any kind.

(r)      "Post-Closing Period" shall mean a taxable period beginning after the
         Contribution Agreement Closing Date and the portion, beginning after
         and excluding the Contribution Agreement Closing Date, of any taxable
         period which includes but does not end on the Contribution Agreement
         Closing Date.

(s)      "Separate Return" shall mean any Tax Return that is not a Joint Return.


(t)      "Subsidiary" means, as to any Person, any other Person of which at
         least (i) 50% of the equity and (ii) 50% of the voting interests are
         owned, directly or indirectly, by such first Person.

(u)      "Tax" shall mean any tax, fee, levy or other like governmental
         assessment or charge of any kind whatsoever, wherever created or
         imposed, and whether of the United States or elsewhere, and whether
         imposed by a local, municipal, governmental, state, foreign, federation
         or other governmental body (a "Governmental Authority"), and, without
         limiting the generality of the foregoing, shall






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         include income, gross receipts, property, sales, use, license, excise,
         franchise, employment, payroll, unemployment insurance, social
         security, stamp, environmental, value added, alternative or added
         minimum, ad valorem, trade, recording, withholding, occupation or
         transfer tax, custom or duty, together with any related interest,
         penalties and additions imposed by any Governmental Authority.

(v)      "Tax Item" shall mean any item of income, gain, loss, deduction,
         credit, recapture of credit or any other item which increases or
         decreases Taxes paid or payable.

(w)      "Tax Proceeding" shall mean any Tax audit, examination, controversy or
         litigation by, with or against any Governmental Authority.

(x)      "Tax Return" shall mean any Tax report, return or other information
         (including any attached schedules or any amendments to such report,
         return or other information) required to be supplied to or filed with a
         Governmental Authority, including an information return, claim for
         refund, amended return or declaration or estimated tax return.





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2.       Filing of Joint Returns. HEI (and each member of the Hallmark Group)
         may file any combined, consolidated or unitary state, local or foreign
         income Tax Returns as HEI (or such member of the Hallmark Group)
         determines appropriate; provided, however, that for Post-Closing
         Periods, a member of the Newco Group shall join in the filing of such
         Tax Return only if (i) HEI (or such other member of the Hallmark Group
         as is the common parent or comparable entity of the relevant Affiliated
         Group) reasonably determines that (A) including such member of the
         Newco Group in the filing of such Tax Return is required under
         applicable law or (B) including such member of the Newco Group in the
         filing of such Tax Return will not increase the aggregate Tax liability
         of the Newco Group (taking into account the effect of this Agreement)
         or (ii) Newco consents to such member joining in such filing. HEI (or
         such other member of the Hallmark Group as is the common parent or
         comparable entity of the relevant Affiliated Group) and the Newco Group
         shall execute and file such consents, elections and other documents
         that HEI (or such other member) determines may be required, desirable
         or appropriate for the proper filing of such Joint Returns. HEI (or
         such other member of the Hallmark Group as is the common parent or
         comparable entity of an Affiliated Group)





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         shall determine whether any Joint Return shall be filed and the
         entities to be included in a Joint Return, make or revoke any Tax
         elections, adopt or change any accounting methods and determine any
         other positions taken on or in respect of any Joint Return; provided,
         however, that, for Post-Closing Periods, to the extent such filing,
         election, revocation, adoption, change or determination, as the case
         may be, is reasonably expected to affect the Newco Group, such filing,
         election, revocation, adoption, change or determination shall be made
         only if (i) HEI (or such other member of the Hallmark Group as is the
         common parent or comparable entity of the relevant Affiliated Group)
         reasonably determines that (A) such filing, election, revocation,
         adoption, change or determination is required under applicable law or
         (B) such filing, election, revocation, adoption, change or
         determination will not increase the aggregate Tax liability of the
         Newco Group (taking into account the effect of this Agreement) or (ii)
         Newco consents to such filing, election, revocation, adoption, change
         or determination. HEI (or such other member of the Hallmark Group as is
         the common parent or comparable entity of an Affiliated Group) shall
         timely pay, or cause to be paid, the amount of Tax shown as due on any
         Joint Return.






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3.       Tax Sharing Payments. For each Post-Closing Period in which any member
         of an Affiliated Group files a Joint Return, Newco shall (i) make Tax
         sharing payments to HEI (or such other member of the Hallmark Group as
         is the common parent or comparable entity of the Affiliated Group)
         equal to the Taxes that the Newco Group Legal Entities included in the
         Joint Return would have been required to pay if they filed a Separate
         Return with respect to the type of Tax and the jurisdiction of the
         Joint Return for such Post-Closing Period and (ii) be entitled to Tax
         sharing payments from HEI (or such other member of the Hallmark Group
         as is the common parent or comparable entity of the Affiliated Group)
         equal to the Tax refunds to which the Newco Group Legal Entities
         included in the Joint Return would have been entitled if they had filed
         a Separate Return with respect to the type of Tax and the jurisdiction
         of the Joint Return for such Post-Closing Period. The Separate Return
         Tax payments and refunds of such Newco Group Legal Entities shall be
         based on such Legal Entities' income, gain, loss, deduction and credit
         for taxable periods (or portions thereof) beginning on or after the day
         following the Contribution Agreement Closing Date (or, in the case of
         an After-Acquired Subsidiary, the day following the date such
         Subsidiary is acquired), and (except in the case of an After-Acquired






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         Subsidiary) such payments and refunds shall be calculated without
         regard to any carryforward of loss, deduction or credit from a
         Pre-Closing Period or utilization of loss, deduction or credit arising
         in a Pre-Closing Period. The Newco Group shall not be entitled to any
         payment under this Section 3 (nor shall any payment by Newco under this
         Section 3 be reduced) to take account of any refund or credit of Taxes
         for any taxable period (or portion thereof) ending on or prior to the
         Contribution Agreement Closing Date arising from any Joint Return or to
         which the Newco Group would have been entitled if it had filed a
         Separate Return. The Newco Group shall not be required to make any
         payment under this Section 3 for any Taxes for any taxable period (or
         portion thereof) ending on or prior to the Contribution Agreement
         Closing Date arising from any Joint Return. The Hallmark Group and the
         Newco Group shall make any Tax sharing payments required pursuant to
         this Section 3 no later than two business days prior to the due date
         (including extensions) of any Joint Return of the Affiliated Group.

4.       Subsidiary Payments. Each of the Subsidiaries of Newco agrees to pay to
         Newco or, at Newco's discretion, to HEI (or such other member of the
         Hallmark Group as is the common parent or comparable entity of the
         Affiliated Group), its





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         share of each of the payments for which Newco is responsible hereunder
         no later than one business day prior to the date upon which the
         relevant payment by Newco is required to be made hereunder.

5.       Adjustments. In the event of any redetermination of the consolidated,
         combined or unitary income or franchise Tax liability of the Affiliated
         Group as the result of a Tax Proceeding, a claim for refund (including
         a refund resulting from a carryback) or otherwise, the amounts required
         to be paid pursuant to Section 3 for such taxable period and any prior
         and subsequent taxable periods shall be recomputed to take into account
         such redetermination, and payments pursuant to Section 3 hereof shall
         be appropriately adjusted. Any payment by HEI, Newco, the Hallmark
         Group, or the Newco Group required by such adjustment shall be paid
         within fifteen days after the date of a Final Determination with
         respect to such redetermination.

6.       Separate Returns. Any Separate Return that includes only a member or
         members of the Newco Group and any Taxes with respect to such Separate
         Return shall be the responsibility of the Newco Group. If, pursuant to
         Section 2, HEI determines to include (or not include) a member of the
         Newco Group in a Joint Return for a taxable period, then Newco




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         shall not, and shall cause such member not to, take a position on a Tax
         Return or otherwise that is contrary to such determination to include
         (or not include) such member.

7.       Indemnification. From and after the Contribution Agreement Closing
         Date: (a) HEI shall indemnify and hold harmless each Legal Entity that
         is a member of the Newco Group and their respective directors,
         officers, employees, affiliates, agents, successors and assigns (the
         "Newco Indemnitees") from and against (i) any Joint Return Taxes to the
         extent the Hallmark Group is required to make a payment hereunder to
         the Newco Group in respect of such Taxes, (ii) any Separate Return
         Taxes of a member or members of the Hallmark Group, (iii) any Taxes
         imposed without the filing of any Tax Return, to the extent such Taxes
         are the responsibility of, and measured by reference to, a member or
         members of the Hallmark Group and (iv) any Losses incurred by any Newco
         Indemnitee by reason of a breach by any member of the Hallmark Group of
         its obligations or covenants hereunder (including the obligation to
         pay, or cause to be paid, subject to any applicable right of
         reimbursement, to the relevant Governmental Authority amounts shown as
         due on any Joint Return); and




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         (b) Each Legal Entity that is a member of the Newco Group shall
         indemnify and hold harmless each Legal Entity that is a member of the
         Hallmark Group and their respective directors, officers, employees,
         affiliates, agents, successors and assigns (the "Hallmark Indemnitees")
         from and against (i) any Joint Return Taxes to the extent the Newco
         Group is required to make payment hereunder to the Hallmark Group in
         respect of such Taxes, (ii) any Separate Return Taxes of a member or
         members of the Newco Group, (iii) any Taxes imposed without the filing
         of any Tax Return, to the extent such Taxes are the responsibility of,
         and measured by reference to, a member or members of the Newco Group
         and (iv) any Losses incurred by any Hallmark Indemnitee by reason of a
         breach by any member of the Newco Group of its obligations or covenants
         hereunder.

8.       Contests. HEI (or such other member of the Hallmark Group as HEI shall
         designate) shall have the right to control in all respects all Tax
         Proceedings with respect to any Joint Return; provided, however, that,
         with respect to taxable periods ending after the Contribution Agreement
         Closing Date, (A) Newco shall be entitled to participate in any such
         Tax Proceeding at its expense to the extent relating solely to the Tax
         liabilities of the Newco Group (including the




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         Newco Group's obligation to make payments pursuant to this Agreement),
         (B) HEI (or such other member) shall keep Newco updated and informed,
         and shall consult with Newco, with respect to any Tax Item of the Newco
         Group that is a subject of such Tax Proceeding, and (C) HEI (or such
         other member) shall not enter into any settlement of any Tax Proceeding
         with respect to any Tax Item of the Newco Group without Newco's prior
         written consent, which shall not be unreasonably withheld.

9.       Appointment of HEI as Agent. Newco and each of the Subsidiaries in the
         Newco Group hereby appoint HEI (and any other member of the Hallmark
         Group as HEI may designate) as their agent for the purpose of filing
         any Joint Return and making any election or application or taking any
         action in connection with any such Joint Return on behalf of Newco and
         each Subsidiary in the Newco Group. Newco and each of the Subsidiaries
         in the Newco Group hereby consent to the filing of such Joint Returns
         and to the making of such elections and applications.

10.      Cooperation. The Parties shall cooperate with one another in all
         matters relating to the Taxes covered in this Agreement. The Newco
         Group will provide the Hallmark Group with such cooperation and
         information as is necessary in







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         order to enable the Hallmark Group to satisfy its Tax requirements.
         Such cooperation and information by the members of the Newco Group
         shall include making their respective knowledgeable employees available
         during normal business hours, providing the information relating to the
         Tax Items of the Newco Group that is necessary or reasonably useful for
         HEI (or any other member of the Hallmark Group) to satisfy its
         obligations with respect to any Tax Return or to make any calculations
         or determinations in connection with this Agreement, maintaining such
         books and records and providing such information as may be necessary or
         useful in the filing of Joint Returns, and executing any documents and
         taking any actions which the Hallmark Group may reasonably request in
         connection therewith. HEI shall provide Newco, upon request, with
         copies of relevant parts of any Joint Returns, not later than five
         business days prior to the date such Joint Returns are filed and with
         copies of relevant parts of schedules and workpapers used to prepare
         such Joint Returns and to determine payments pursuant to this
         Agreement. Notwithstanding any other provision, none of Newco, the
         Newco Group or any other Person (other than the members of the Hallmark
         Group) shall have any right to receive or obtain any information
         relating to, or have any rights with respect to, any consolidated,
         combined or





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         unitary Taxes of HEI, Hallmark, the Hallmark Group or any member of the
         Hallmark Group, other than information and rights relating solely to
         Tax Items of Newco, the Newco Group or a member of the Newco Group.

11.      Confidentiality. Any information obtained by any Party under this
         Agreement shall be kept confidential, except as may be necessary in
         connection with the filing of Tax Returns or claims for refund or in
         connection with an audit, dispute, proceeding, suit or action
         concerning any of the matters addressed in this Agreement, or unless a
         Party is compelled to disclose information by judicial or
         administrative process or, in the opinion of its counsel, by other
         requirements of law. This Section 11 shall not prevent the sharing of
         information by the Parties with their respective legal advisors or
         accountants.

12.      Calculation of Tax Sharing Payments and Disputes. Each calculation of
         Tax sharing payments pursuant to this Agreement shall be made in good
         faith. If the Hallmark Group or the Newco Group disputes the
         administration or interpretation of, or calculation of Tax sharing
         payments pursuant to, this Agreement with respect to any taxable period
         covered by this Agreement (hereinafter, for purposes of this Section
         12, a "Disputing Party"), it shall within





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         the later of (i) one year following the close of such taxable year, or
         (ii) in the event of any adjustment to Tax liability described in
         Section 5 of this Agreement, within three months of receiving written
         notice of such adjustment, give written notice to the other Group,
         specifying the reason for such dispute. Failure by the Hallmark Group
         or the Newco Group to so notify shall constitute acceptance and
         approval of the application of the Agreement to such Group for such
         taxable year. In the event of any such dispute between the Hallmark
         Group and the Newco Group with respect to the operation or
         interpretation of this Agreement, HEI and Newco shall in good faith
         confer with each other to resolve amicably the dispute. If, after a
         period of sixty (60) days following the date on which the Disputing
         Party gave notice of any such dispute, as set forth above, such dispute
         cannot be resolved in good faith by such Parties, it shall be resolved
         by an independent certified public accounting firm or law firm that is
         mutually reasonably satisfactory to HEI and Newco in a manner that best
         conforms with the intent of the Parties reflected in this Agreement.
         The judgment of the independent public accounting firm shall be (i)
         based solely on the terms of this Agreement and on presentations made
         by the Parties in dispute, (ii) made within thirty (30) days following
         the date on which the






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         dispute is submitted, (iii) set forth in a written statement delivered
         to the Parties in dispute and (iv) conclusive and binding upon the
         Parties, in the absence of mathematical error. All costs, fees and
         expenses of the independent certified public accounting firm or law
         firm that are attributable to services rendered under this Section 12
         shall be borne half by the Hallmark Group and half by the Newco Group.

13.      Binding Effect; Successors and Assigns. This Agreement shall be binding
         upon HEI, Newco, each Subsidiary that is a signatory hereto, each other
         member of the Newco Group and the Subsidiaries that become Parties
         hereto pursuant to Section 20 hereof. This Agreement shall inure to the
         benefit of, and be binding upon, any successors or assigns of the
         Parties hereto (including, without limitation, any Subsidiary that
         becomes a Party hereto pursuant to Section 20). HEI, Newco and each
         other Party hereto may not assign any of the rights or obligations
         under this Agreement without the prior written consent of all other
         Parties.

14.      Party Leaving the Affiliated Group. (a) Any Party which ceases to be a
         member of an Affiliated Group shall be bound by this Agreement for all
         taxable periods during which such Party was a member of the Affiliated
         Group and this




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         Agreement was in effect. (b) Without duplication of any amounts
         otherwise payable under this Agreement, if each member of the Newco
         Group ceases to be a member of an Affiliated Group on a date (the
         "Departure Date") and, in connection with the filing after the
         Departure Date by the Newco Group (or a member thereof) of a Separate
         Return in a jurisdiction for a taxable period (or portion thereof)
         ending after the Departure Date, the Newco Group would have been
         entitled to utilize all or a portion of the Cumulative Loss (as defined
         below), if any, on such Separate Return but for the utilization on a
         Joint Return of the Cumulative Loss (or portion thereof), then HEI
         shall pay Newco (within five days after the filing of such Tax Return
         or, if later, within five days after notice from Newco to HEI that such
         Tax Return has been filed) the Tax refund (or reduction in Tax
         liability) to which the Newco Group would have been entitled but for
         the utilization of the Cumulative Loss (or portion thereof) on the
         Joint Return; provided, however, that if an adjustment reverses all or
         any portion of the amount used to determine the payment under this
         Section 14(b), then an appropriate adjusting payment shall be made.
         "Cumulative Loss" shall mean the unexpired net operating loss, as of
         the Departure Date, of the Newco Group Legal Entities included in Joint
         Returns (such net operating loss






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         to be computed in the manner set forth in Section 3, as if the Newco
         Group Legal Entities included in Joint Returns had filed Separate
         Returns with respect to Post-Closing Periods). Except as otherwise set
         forth above in this Section 14(b), the amounts determined under this
         Section 14(b) shall disregard any change (other than a change required
         by law) after the Departure Date in Tax elections, Tax practices, Tax
         accounting methods and Tax positions of the Newco Group that accelerate
         the recognition of Newco Group's income or gain (or decelerate
         recognition of its losses, deductions or credits).

15.      Interpretation. This Agreement is intended to calculate and allocate
         certain federal, state, local and foreign Tax liabilities of the
         members of the Affiliated Group, the Hallmark Group and the Newco
         Group, and any situation or circumstance concerning such calculation
         and allocation that is not specifically contemplated herein or provided
         for herein shall be dealt with in a manner consistent with the
         underlying principles of calculation and allocation in this Agreement.

16.      Legal and Accounting Fees. Unless otherwise specified herein, any fees
         or expenses for legal, accounting or other professional services
         rendered in connection with the




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         preparation of a Joint Return or the conduct of any Tax Proceeding
         shall be allocated between HEI and Newco in a manner resulting in HEI
         and Newco, respectively, bearing a reasonable approximation of the
         actual amount of such fees or expenses hereunder reasonably related to,
         and for the benefit of, their respective Groups.

17.      Effect of the Agreement. This Agreement shall determine the liability
         of HEI, Newco and the members of their respective Groups to each other
         as to the matters provided for herein, whether or not such
         determination is effective for purposes of federal, state, local or
         foreign Tax laws, or for financial reporting purposes or for any other
         purposes.

18.      Entire Agreement. This Agreement (together with the Contribution
         Agreement) embodies the entire understanding among the Parties relating
         to its subject matter. Any and all prior correspondence, conversation
         and memoranda are merged herein and shall be without effect hereon. No
         promises, covenants or representations of any kind, other than those
         expressly stated herein, have been made to induce any Party to enter
         into this Agreement. This Agreement, including this provision against
         oral modification, shall not be modified or terminated except by a
         writing duly signed by each of the Parties hereto, and no waiver of any





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         provisions of this Agreement shall be effective unless in a writing
         duly signed by the Party sought to be bound.

19.      Notices. Any payment, notice or communication required or permitted to
         be given under this Agreement shall be in writing (including telecopy
         communication) and mailed, telecopied or delivered:

         If to HEI or any member of the Hallmark Group:


                                    Richard B. Chalker
                                    Division Vice President - Tax & Customs
                                    Hallmark Cards, Incorporated
                                    2501 McGee
                                    PO Box 419480
                                    MD #330
                                    Kansas City, MO  64141-6480

         Copy to:

                                    Judith C. Whittaker
                                    [Vice President & General Counsel]
                                    Hallmark Cards, Incorporated
                                    2501 McGee
                                    Kansas City, MO  64108


         If to Newco or any member of the Newco Group:






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         or to any other address as HEI or Newco shall furnish in writing to one
         another. All such notices and communications shall be effective when
         received.

20.      New Members. Each of the Parties to this Agreement recognizes that from
         time to time, new Subsidiaries of Newco may be added to the Newco
         Group. Each of the Parties agrees that any new Subsidiary of Newco
         shall, without the express written consent of the other Parties, become
         a Party to this Agreement.

21.      Nature of Obligations. Each of HEI and Newco acknowledges and agrees
         that its respective obligations under this Agreement shall not be
         affected by any impossibility, impracticability, frustration of
         purpose, force majeure, act of government, bankruptcy or insolvency of
         any Party to this Agreement, failure or refusal of any Party to this
         Agreement to perform its obligations hereunder, dispute, setoff or
         counterclaim, change in amount, composition or terms of the assets,
         liabilities or equity of HEI or Newco or any other Party to this
         Agreement, or any other defense or right which HEI or Newco has or may
         have that might have the effect of releasing HEI or Newco, as the case
         may be, from such obligations.






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22.      Title and Headings. Titles and headings of sections herein are inserted
         for the convenience of reference only and are not intended to be a part
         or to affect the meaning or interpretation of this Agreement.

23.      Legal Enforceability. Any provision of this Agreement which is
         prohibited or unenforceable in any jurisdiction shall, as to such
         jurisdiction, be ineffective to the extent of such prohibition or
         unenforceability without invalidating the remaining provisions hereof.
         Any such prohibition or unenforceability in any jurisdiction shall not
         invalidate or render unenforceable such provision in any other
         jurisdiction. Without prejudice to any rights or remedies otherwise
         available to any Party hereto, each Party hereto acknowledges that
         damages would be an inadequate remedy for breach of the provisions of
         this Agreement and agrees that the obligations of the Parties hereunder
         shall be specifically enforceable.

24.      Amendment. This Agreement may be amended, modified or supplemented only
         by a written agreement signed by all of the Parties hereto.

25.      Termination. This Agreement shall terminate upon written consent of
         both HEI and Newco. Notwithstanding such termination, this Agreement
         shall remain in force with




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         respect to any payment or refund due for any taxable period prior to
         termination during which this Agreement was in effect.

26.      Governing Law. This Agreement shall be governed by and construed and
         enforced in accordance with the internal laws (as distinguished from
         the conflict of laws provisions) of the State of Delaware.






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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its respective duly authorized officer as of the date first set forth above.

                                           HALLMARK ENTERTAINMENT, INC.


                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:


                                           CROWN MEDIA, INC.


                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:

                                           CROWN MEDIA HOLDINGS, INC., for
                                           itself and for each member of the
                                           Newco Group


                                           By:
                                              ---------------------------------
                                           Name:
                                           Title:







                                      -26-