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                                                                   EXHIBIT 10.12


                              AMENDED AND RESTATED
                         INTERCOMPANY SERVICES AGREEMENT


     This Amended and Restated Intercompany Services Agreement (this
"Agreement") is made and entered into as of January 1, 2000, by and between
Hallmark Cards, Incorporated, a Missouri corporation with headquarters in Kansas
City, Missouri ("Hallmark"), and Crown Media, Inc., a Delaware corporation with
headquarters in Englewood, Colorado ("Crown").

     1. COMMENCEMENT AND TERM OF AGREEMENT.

        a. Beginning as of the date hereof (the "Effective Date"), Hallmark
     shall provide to Crown in a manner consistent with past practices those
     services set forth in Section 2 of this Agreement ("Corporate Services").

        b. The term of this Agreement shall be three (3) years from the
     Effective Date unless terminated earlier by agreement of the parties hereto
     or in accordance with the terms of this Agreement.

        c. Hallmark may terminate this Agreement if at any time Hallmark no
     longer directly or indirectly owns 40% or more of the equity of Crown.

     2. CORPORATE SERVICES.

     The Corporate Services provided under this Agreement shall include the
following as more specifically described in this Agreement:

           1) Tax services

           2) Risk management, health, safety and environmental advice and
              Insurance

           3) Legal services

           4) Treasury and cash management

           5) Real estate consulting

     3. COSTS AND FEES FOR CORPORATE SERVICES.

        a. In return for Corporate Services provided hereunder, Crown shall pay
     Hallmark a fee of Five Hundred Thousand Dollars ($500,000) plus out of
     pocket expenses and third party fees (as set forth in 3(b)) for each year
     of the Agreement. Crown shall pay these costs and fees in arrears on the
     last business day of each quarter of the Agreement.

        b. In some cases, the Corporate Services provided to Crown by Hallmark
     will include services provided by third parties (e.g. insurance brokers

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     and carriers, accountants, actuaries, financial printers). Such third party
     services shall be approved by Crown in advance and shall be billed directly
     to Crown. In the event Crown denies approval of services to be provided by
     any third party, Hallmark shall not be required to provide such services.


     4. TAX SERVICES. Subject to the terms of that certain Contribution
Agreement and that certain Tax Sharing Agreement by and among Hallmark
Entertainment, Inc., Crown, Crown Media Holdings, Inc. and others, the Hallmark
tax department shall, except to the extent otherwise requested by Crown, provide
the tax services for Crown set forth below.

        a. Tax compliance services which shall consist of the preparation and
     timely filing of federal and state income tax returns (including quarterly
     estimated payments) and state sales and use tax returns. Crown shall
     furnish Hallmark with full and complete financial information necessary or
     appropriate to prepare or timely file such returns. Crown shall promptly
     reimburse Hallmark for any tax payments made by Hallmark on Crown's behalf.
     Crown shall be responsible for all other tax compliance matters, including
     without limitation, property tax and payroll tax.

        b. Tax audit services which shall consist of the administration of each
     audit agreement, representation of Crown at all administrative hearings,
     and consultation with regard to any appeals through the judicial system,
     including the selection of legal counsel.

        c. Tax consulting services which shall consist of(1) periodic (no less
     than semi-annual) reviews with Crown financial and operating personnel to
     identify and implement tax savings opportunities, and (2) transactional tax
     planning.

     5. RISK MANAGEMENT AND INSURANCE. The Hallmark risk management department
shall provide the services set forth below.

        a. Risk management services, which will include leading the process for
     identifying and analyzing property and casualty risks (not business risks),
     for developing loss prevention and risk control strategies, for developing
     and implementing insurance programs and other loss funding programs and
     for claims administration practices.

        b. Advice and supervision with respect to health, safety and
     environmental issues.

        c. At Crown's request, Hallmark will arrange or assist in arranging for
     insurance coverage for Crown ("Insurance"). Hallmark may arrange for an
     insurance policy covering only Crown's risks or interests or may include
     Crown in Hallmark's or Hallmark's subsidiaries' insurance coverages, at
     Hallmark's

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     discretion. If Hallmark arranges for an insurance policy covering only
     Crown's risks or interests, Crown shall pay the costs of such policy at the
     direction of Hallmark, either to Hallmark or to the insurance provider. If
     Hallmark arranges for an insurance policy that covers risks or interests of
     Hallmark or its subsidiaries in addition to Crown, then the following terms
     and conditions shall apply:

           1) Crown shall, within 30 days of its receipt of a reasonably
        detailed invoice from Hallmark, pay the portion of the premiums and
        other charges for the Insurance attributable to the coverage provided to
        Crown. The portion of such premiums and other charges payable by Crown
        shall be allocated in good faith by Hallmark in a manner to reflect the
        cost to Hallmark of the insurance premiums and other charges that are
        properly attributable to Crown. The Insurance provided shall be subject
        to such policies of insurance or self-insurance, and such guidelines or
        procedures in respect of insurance or self-insurance, as Hallmark shall
        determine. In the event the terms of the Insurance materially change
        from those terms in effect immediately prior to the date hereof,
        Hallmark agrees (i) to the extent Hallmark is aware of a material change
        prior to the effective date of the change, to provide notice to Crown of
        the change prior to its effective date, or (ii) otherwise to provide
        notice to Crown upon becoming aware of the change. It is expressly
        agreed by Crown and Hallmark that any self-insurance, retention or
        deductible shall be for the account of and be an obligation of Crown,
        and that Crown's obligations in respect of such self-insurance,
        retention or deductible shall survive the termination of this Agreement.

           2) Either Crown or Hallmark may terminate all or any portion of the
        Insurance placed in policies specific to Crown at any time on 90 days'
        prior written notice to the other party hereto. Notwithstanding the
        foregoing, so long as Hallmark directly or indirectly owns 50% or more
        of the voting power of all then-outstanding shares of capital stock of
        Crown, Crown may not, without the prior written consent of Hallmark,
        terminate all or any portion of the Insurance without providing evidence
        satisfactory to Hallmark in Hallmark's sole discretion that Crown has
        obtained, or upon termination of such Insurance will obtain, comparable
        insurance coverage. In the event all or any portion of the Insurance is
        terminated, if appropriate, the charges therefor shall be adjusted
        equitably to reflect such termination.

           3) Notwithstanding anything herein to the contrary, the parties
        hereto recognize that Hallmark is neither an insurance broker nor an
        insurance carrier. At no time will Hallmark be required by this
        Agreement or otherwise by Crown to act as an insurance broker or
        carrier.

     6. LEGAL SERVICES. Hallmark shall provide general legal services of the
type previously provided to Crown not including advice previously provided by
outside

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counsel, advice regarding securities laws, telecommunications law and other
specialized areas for which Hallmark does not have in-house expertise. It is
contemplated that Hallmark will not act as general counsel for Crown but will
coordinate or recommend services of outside counsel as appropriate.

     7. TREASURY. The Hallmark finance department will provide treasury services
which shall include cash management, foreign exchange, arranging debt or letters
of credit, managing investments (both corporate and benefit plans) and assisting
in structuring financing leasing arrangements.

     8. REAL ESTATE. The Hallmark real estate department shall assist Crown in
identifying and analyzing office space and negotiating leases in connection with
such space.

     9. COOPERATION. Hallmark and Crown shall cooperate with each other with
respect to all provisions of this Agreement and the Corporate Services and
Insurance (if any) provided hereunder. Hallmark may agree to provide additional
Corporate Services at its discretion.

     10. LIMITATION OF LIABILITY. Except as may be provided in Section 11 below,
Hallmark, its subsidiaries, affiliates, directors, officers, employees, agents
and permitted assigns (each, a "Hallmark Party") shall not be liable to Crown,
any subsidiary or any affiliate, director, officer, employee, agent or permitted
assign of Crown or any of its subsidiaries, (each, a "Crown Party") for any
liabilities, claims, damages, losses or expenses, including, but not limited to,
any special, indirect, incidental or consequential damages, of a Crown Party
arising in connection with this Agreement, the Corporate Services or the
Insurance.

     11. HALLMARK INDEMNIFICATION. Hallmark shall indemnify, defend and hold
harmless each of the Crown Parties from and against all liabilities, claims,
damages, losses, settlements and expenses (including, but not limited to, court
costs and reasonable attorneys' fees) (collectively referred to as "Damages") of
any kind or nature, of any third party unrelated to any Crown Party caused by or
arising in connection with the gross negligence or willful misconduct of any
employee of Hallmark in connection with the performance of the Corporate
Services, or provision of the Insurance, except to the extent that Damages were
caused directly or indirectly by acts or omissions of any Crown Party.
Notwithstanding the foregoing, Hallmark shall not be liable for any special,
indirect, incidental, or consequential damages relating to such Damages. In the
event that Crown has actual knowledge of a claim that may be the subject of
indemnification under this Section, it shall promptly notify Hallmark of such
claim and Hallmark, in its sole discretion, may defend, settle, or otherwise
litigate such claim.

     12. CROWN INDEMNIFICATION. Crown shall indemnify, defend and hold harmless
each of the Hallmark Parties, from and against all Damages of any kind or
nature, caused by or arising in connection with this Agreement, the performance
of Corporate Services, or provision of the Insurance so long as (i) Hallmark
acted in good

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faith pursuant to and within the scope of authority granted to it by this
Agreement and in a manner it believed to be in the best interest of Crown and
(ii) Crown's conduct did not constitute gross negligence or willful misconduct.
In the event that Hallmark has actual knowledge of a claim that may be the
subject of indemnification under this Section 12, it shall promptly notify Crown
of such claim and Crown, in its sole discretion, may defend, settle, or
otherwise litigate such claim.

     13. INFORMATION. Subject to applicable law, each party hereto covenants and
agrees to provide the other party with all information regarding itself and
transactions under this Agreement as are required by such other party to comply
with all applicable federal, state, county and local laws, ordinances,
regulations and codes, including, but not limited to, securities laws and
regulations.

     14. ASSIGNMENT. Neither party may assign or transfer any of its rights or
duties under this Agreement to any person or entity without the prior written
consent of the other party.

     15. NOTICES. Any notice, instruction, direction or demand under the terms
of this Agreement required to be in writing will be duly given upon delivery, by
hand, facsimile transmission or intercompany mail, or five (5) days after
posting if sent by U.S. mail, return receipt requested to the following
addresses:

         Hallmark Cards, Incorporated
         2501 McGee
         P.O. Box 419126
         Kansas City, Missouri 64141-6126
         Attn: General Counsel
         Fax No.: (816) 274-7171

         Crown Media, Inc.
         6430 South Fiddlers Green Circle
         Suite 500
         Englewood, Colorado 80111
         Attn: David Evans
         Fax No.: (303) 220-7660

or to such other address as either party may have furnished to the other in
writing in accordance with this Section 15.

     16. GOVERNING LAW. This Agreement shall be construed in accordance with and
governed by the laws of the State of Missouri except its choice of law rules and
except to the extent preempted by federal law.

     17. SUSPENSION. The obligations of any party to perform any acts hereunder
may be suspended if such performance is prevented by fires, strikes, embargoes,
riot,

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invasions, governmental interference, inability to secure goods or materials, or
other circumstances outside the control of the parties.

     18. SEVERABILITY. If any provision of this Agreement shall be invalid or
unenforceable, such invalidity or unenforceability shall not render the entire
Agreement invalid. Rather, the Agreement shall be construed as if not containing
the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.

     19. RIGHTS UPON ORDERLY TERMINATION; SURVIVAL. Upon termination or
expiration of this Agreement or any of the Corporate Services or Insurance
described herein, each party shall, upon request, forthwith return to the other
party all reports, paper, materials and other information required to be
provided to the other party by this Agreement. In addition, each party shall
assist the other in the orderly termination of this Agreement or any of the
Corporate Services or Insurance described herein. Notwithstanding any
termination of this Agreement, the obligations of the parties hereto to make
payments hereunder and the provisions of Sections 10, 11 and 12 shall survive.

     20. AMENDMENT. This Agreement may only be amended by a written agreement
executed by all of the parties hereto.

     21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties, and supersedes all prior agreements, representations,
negotiations, statements or proposals related to the subject matter hereof.

     22. COUNTERPARTS. This Agreement may be executed in separate counterparts,
each of which deemed an original and all of which, when taken together, shall
constitute one agreement.

     IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives.


                                        HALLMARK CARDS, INCORPORATED

                                        By /s/ JUDITH WHITTAKER
                                           -------------------------------------

                                        Title Vice President - General Counsel
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                                        CROWN MEDIA, INC.

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

                                        Title CFO
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