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                                                                   EXHIBIT 10.31



                                PROMISSORY NOTE



Amount: $10,000,000                                   Date: February 23, 2000
                                                            Wilmington, Delaware

Section 1.     PROMISE TO PAY.

               SECTION 1.1    For value received, Crown Media, Inc., a Delaware
               corporation (hereafter called "Maker"), hereby promises to pay on
               demand to the order of HC Crown Corporation, a Delaware
               corporation ("Payee"), at such place as Payee may, from time to
               time specify in writing, the principal amount outstanding under
               this Note together with all accrued interest.

               SECTION 1.2    The extension of funds under this Note is subject
               to the sole discretion of Payee and the principal and interest
               amount outstanding under this Note shall not exceed Ten Million
               Dollars ($10,000,000).

SECTION 2.     INTEREST.

               During the term of this Note, interest on the outstanding balance
               hereunder shall accrue and be payable at 130% of the short-term
               Applicable Federal Rate ("AFR"). This rate will be adjusted
               monthly based on the rate appearing in the CCH Federal Tax Weekly
               periodical. Interest will be compounded on an annual basis.

SECTION 3.     REPAYMENT.

               SECTION 3.1    Subject to Maker's right of prepayment as set
               forth herein, the obligation evidenced by this Note shall be
               repaid on the basis of interest only installments. Such payments
               shall accrue as of the end of each calendar quarter occurring
               during the term hereof and shall be paid on or before forty-five
               (45) days after the end of each such calendar quarter. Maker
               shall pay to Payee a single principal payment (together with all
               accrued and unpaid interest) as of the Maturity Date.

               SECTION 3.2    Maker shall have the privilege, without premium or
               penalty, at any time and from time to time, to prepay this Note
               in whole or in part.

               SECTION 3.3    In the event Maker fails to pay any sum under the
               term hereof within fifteen (15) days after the same becomes due,
               a late charge of five percent (5%) per month of the amount past
               due shall, along with the past due amount, be due and payable to
               Payee.

SECTION 4.     RESPECTING INTEREST.

               In the event the interest provisions of this Note shall result,
               because of (a) the reduction of principal, or (b) any other
               reason related or unrelated to such interest provisions at any
               time during the life of the loan or any combination of (a) and
               (b), in an effective rate of interest which, for any period of
               time, exceeds the limits of the usury or any other law applicable
               to the loan evidenced hereby, all sums in excess of those
               lawfully collectible as interest for the period in question
               shall, without further agreement or notice between or by any
               party hereto, be applied to principal immediately upon receipt of
               such monies by Payee with the same force and effect as though
               Maker had specifically designated such extra sums to be so
               applied to principal and Payee had agreed to accept such extra
               payment(s) as a premium-free prepayment.



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SECTION 5. INFORMATION.
           Maker shall deliver to Payee not later than 15 days after written
           request:

           (i) A balance sheet of Maker as of the end of most recently ended
           fiscal year together with the consolidated statements of income
           corresponding to the same; and

           (ii) A balance sheet of Maker as of the end of the most recently
           ended fiscal quarter (together with the consolidated statements of
           income corresponding to such period), and, if Payee so requests, each
           such statement shall be certified by the chief financial officer or
           the chief accounting officer of Maker as to fairness of presentation,
           generally accepted accounting principles and consistency (subject
           only to normal year-end adjustments).

SECTION 6. EVENTS OF DEFAULT.
           Each of the following shall constitute an event of default hereunder
           (an "Event of Default"):

           (i) The failure of Maker to make any payment of interest hereunder
           when the same is due and payable or to pay the principal balance in
           the lump sum or balloon payment when the same is due and payable, and
           such failure to pay continued for a period of ten (10) days or more
           after written notice thereof from Payee;

           (ii) The failure of Maker to provide timely financial information or
           certification as required by Section 5 if such failure continues for
           a period of thirty (30) days or more after such information or
           certification is due and Payee has made a written demand upon Maker
           for the same; or

           (iii) A determination by Payee from time to time that a substantial
           or materially adverse change in the financial condition of Maker has
           occurred, whereupon default may be declared immediately without
           notice or opportunity to cure by Maker.

SECTION 7. REMEDIES.
           Upon the occurrence of an Event of Default and at any time thereafter
           during the continuance of such Event of Default hereunder. Payee
           shall have the right to declare the entire unpaid amount of principal
           and interest hereunder immediately due and payable in full without
           presentation, demand or protest, each of which is hereby waived by
           Maker.

SECTION 8. WAIVERS.

           Section 8.1 The failure by Payee to exercise any right or remedy
           available hereunder in the Event of Default shall in no event be
           construed as a waiver or release of the same. Likewise, Payee shall,
           by any act or omission or commission, be deemed to waive any right
           hereunder unless such waiver is evidenced in writing and signed by
           Payee, and then only to the extent specifically set forth in such
           writing. Moreover, a waiver with respect to any one event shall not
           be construed as continuing or as a bar to or waiver of Payee's rights
           or remedies with respect to any subsequent event.



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            SECTION 8.2 Maker expressly waives presentment for payment, notice
            of dishonor, protest, notice of protest, diligence of collection,
            and each other notice of any kind, and hereby consents to any number
            of renewals or extensions of time for payment hereof, which renewals
            and extensions shall not affect the liability of Maker.

            SECTION 8.3 Maker hereby waives and releases all errors, defects and
            imperfections in any proceeding instituted by Payee under the terms
            hereof as well as all benefits that might accrue to Maker by virtue
            of any present or future laws exempting any property, real,
            personal or mixed, or any part of the proceeds arising from any
            sale of such property, from attachment, levy or sale under
            execution, or providing for any stay of execution, exemption from
            civil process, or extension of time for payment; and Maker agrees
            that any real estate that may be levied upon pursuant to a judgment
            obtained by virtue hereof, or any writ of execution issued thereon,
            may be sold upon any such writ in whole or in part or in any other
            manner desired by Payee.

SECTION 9.  NOTICES.

            Each notice required to be given to any party hereunder shall be in
            writing and shall be deemed to have been sufficiently given for all
            purposes when sent by certified or registered mail, return receipt
            requested, to the party at its respective address as follows:

                              Maker:    Crown Media, Inc.
                                        6430 S. Fiddlers Green Circle
                                        Englewood, Colorado 80111
                                        Attn: Mike Conger

                              Payee:    HC Crown Corporation
                                        103 Foulk Road, Suite 214
                                        Wilmington, DE 19803
                                        Attn: David C. Eppes,
                                        Vice President and Controller

SECTION 10. ASSIGNABILITY.

            SECTION 10.1 This Agreement shall be binding upon and inure to the
            benefit of Maker and Payee and their respective successors and
            assigns; provided, however, that this Agreement, or any portion
            thereof, may not be assigned by Maker without the written consent of
            Payee, which consent shall not be unreasonably withheld.

            SECTION 10.2 In order to accomplish the intent and purpose of
            Section 10.1, the terms "Maker" and "Payee" shall include, as
            applicable, each respective successor and assign of each.

SECTION 11. MODIFICATIONS.

            This Note may be modified only by means of an agreement in writing
signed by Maker and Payee.

SECTION 12. GOVERNING LAW.

            This Note shall be governed by and construed according to the laws
of the State of Delaware without regard to the conflict of laws provisions
thereof.


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Section 13. HEADINGS.
            The heading preceding the text of each Section hereof is inserted
solely for convenience of reference and shall not constitute a part of this
Note, nor shall the same affect the meaning, construction of effect hereof.

Section 14. SEVERABILITY.
            If any provision of this Note or the application thereof is declared
by a court of competent jurisdiction to be invalid or unenforceable, the
remaining provision hereof shall be unaffected and remain valid and enforceable
to the fullest extent permitted by law.

                           [SIGNATURE ONLY TO FOLLOW]

          IN WITNESS WHEREOF, the undersigned officer of Maker has executed
this Note as of the day and year first above written intending such act to be
the act and deed of Maker and thereby legally binding Maker to the terms hereof.



                                        CROWN MEDIA, INC.



                                        By /s/ WILLIAM J. ALIBER
                                           ----------------------------

                                       Name:  William J. Aliber
                                              -------------------------

                                        Title: CFO
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